10-Q

UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____________ TO _______________

COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.)

COMMISSION FILE NO. 333-182515-01 (CBL & ASSOCIATES LIMITED PARTNERSHIP)

______________

CBL & ASSOCIATES PROPERTIES INC

CBL & Associates Limited Partnership

(Exact Name of registrant as specified in its charter)

______________

Delaware	(CBL & ASSOCIATES PROPERTIES, INC.)	62-1545718
Delaware	(CBL & ASSOCIATES LIMITED PARTNERSHIP)	62-1542285
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

                       

 2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN  37421-6000

(Address of principal executive office, including zip code)

423-855-0001

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

CBL & Associates Properties, Inc.	Yes	☒	No	☐
CBL & Associates Limited Partnership	Yes	☒	No	☐

                   

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

CBL & Associates Properties, Inc.	Yes	☒	No	☐
CBL & Associates Limited Partnership	Yes	☒	No	☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 

CBL & Associates Properties, Inc.
Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐
CBL & Associates Limited Partnership
Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

CBL & Associates Properties, Inc.	Yes	☐	No	☒
CBL & Associates Limited Partnership	Yes	☐	No	☒

Securities registered under Section 12(b) of the Act:

CBL & Associates Properties, Inc.

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CBL	New York Stock Exchange
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value	CBLprD	New York Stock Exchange
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value	CBLprE	New York Stock Exchange

CBL & Associates Limited Partnership: None

As of August 6, 2019, there were 173,472,151 shares of CBL & Associates Properties, Inc.'s common stock, par value $0.01 per share, outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended June 30, 2019 of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership. Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries. The terms "we," "us" and "our" refer to the Company or the Company and the Operating Partnership collectively, as the context requires.

The Company is a real estate investment trust ("REIT") whose stock is traded on the New York Stock Exchange. The Company is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At June 30, 2019, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned an 85.6% limited partner interest for a combined interest held by the Company of 86.6%.

As the sole general partner of the Operating Partnership, the Company's subsidiary, CBL Holdings I, Inc., has exclusive control of the Operating Partnership's activities. Management operates the Company and the Operating Partnership as one business. The management of the Company consists of the same individuals that manage the Operating Partnership. The Company's only material asset is its indirect ownership of partnership interests of the Operating Partnership. As a result, the Company conducts substantially all its business through the Operating Partnership as described in the preceding paragraph. The Company also issues public equity from time to time and guarantees certain debt of the Operating Partnership. The Operating Partnership holds all of the assets and indebtedness of the Company and, through affiliates, retains the ownership interests in the Company's joint ventures. Except for the net proceeds of offerings of equity by the Company, which are contributed to the Operating Partnership in exchange for partnership units on a one-for-one basis, the Operating Partnership generates all remaining capital required by the Company's business through its operations and its incurrence of indebtedness.

We believe that combining the two quarterly reports on Form 10-Q for the Company and the Operating Partnership provides the following benefits:

• enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;

• eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and

• creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

To help investors understand the differences between the Company and the Operating Partnership, this report provides separate condensed consolidated financial statements for the Company and the Operating Partnership. Noncontrolling interests, shareholders' equity and partners' capital are the main areas of difference between the condensed consolidated financial statements of the Company and those of the Operating Partnership. A single set of notes to condensed consolidated financial statements is presented that includes separate discussions for the Company and the Operating Partnership, when applicable. A combined Management's Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents combined information and discrete information related to each entity, as applicable.

In order to highlight the differences between the Company and the Operating Partnership, this report includes the following sections that provide separate financial and other information for the Company and the Operating Partnership:

• condensed consolidated financial statements;

• certain accompanying notes to condensed consolidated financial statements, including Note 7 - Unconsolidated Affiliates and Noncontrolling Interests; Note 8 - Mortgage and Other Indebtedness, Net; and Note 11 - Earnings per Share and Earnings per Unit;

• controls and procedures in Item 4 of Part I of this report;

• information concerning unregistered sales of equity securities and use of proceeds in Item 2 of Part II of this report; and

• certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.

Combined Guarantor Subsidiaries of the Operating Partnership

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are directly or indirectly owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, one associated center and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties.” In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement.    

This report also includes as an exhibit the combined financial statements and notes to the combined financial statements of the Combined Guarantor Subsidiaries. Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership's condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to this quarterly report on Form 10-Q for ease of reference.

CBL & Associates Properties, Inc.

CBL & Associates Limited Partnership

Table of Contents

PART I	FINANCIAL INFORMATION	1
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
CBL & Associates Properties, Inc.
	Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2019 and 2018	2
	Condensed Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2019 and 2018	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018	5
CBL & Associates Limited Partnership
	Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018	7
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2019 and 2018	8
	Condensed Consolidated Statements of Capital for the Three and Six Months Ended June 30, 2019 and 2018	9
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018	11
CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
	Notes to Unaudited Condensed Consolidated Financial Statements	13
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 4.	Controls and Procedures	60
PART II	OTHER INFORMATION	61
Item 1.	Legal Proceedings	61
Item1A.	Risk Factors	62
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosures	62
Item 5.	Other Information	62
Item 6.	Exhibits	63
	SIGNATURES	64

PART I – FINANCIAL INFORMATION

ITEM 1:   Financial Statements

CBL & Associates Properties, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

ASSETS (1)	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	756,946		$	793,944
Buildings and improvements	6,153,444			6,414,886
	6,910,390			7,208,830
Accumulated depreciation	(2,477,552		)	(2,493,082		)
	4,432,838			4,715,748
Held for sale	44,574			30,971
Developments in progress	47,666			38,807
Net investment in real estate assets	4,525,078			4,785,526
Cash and cash equivalents	20,483			25,138
Receivables:
Tenant, net of allowance for doubtful accounts of $2,337 in 2018	72,485			77,788
Other, net of allowance for doubtful accounts of $838 in 2018	8,450			7,511
Mortgage and other notes receivable	6,326			7,672
Investments in unconsolidated affiliates	270,860			283,553
Intangible lease assets and other assets	144,458			153,665
	$	5,048,140		$	5,340,853
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net	$	3,865,939		$	4,043,180
Accounts payable and accrued liabilities	260,265			218,217
Liabilities related to assets held for sale	663			43,716
Total liabilities (1)	4,126,867			4,305,113
Commitments and contingencies (Note 8 and Note 12)
Redeemable noncontrolling interests	2,687			3,575
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred       Stock, 1,815,000 shares outstanding	18			18
6.625% Series E Cumulative Redeemable Preferred       Stock, 690,000 shares outstanding	7			7
Common stock, $.01 par value, 350,000,000 shares authorized, 173,471,893 and 172,656,458 issued and outstanding in 2019 and 2018, respectively	1,735			1,727
Additional paid-in capital	1,966,549			1,968,280
Dividends in excess of cumulative earnings	(1,104,504		)	(1,005,895		)
Total shareholders' equity	863,805			964,137
Noncontrolling interests	54,781			68,028
Total equity	918,586			1,032,165
	$	5,048,140		$	5,340,853

(1) As of June 30, 2019, includes $601,069 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $410,719 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7.

The accompanying notes are an integral part of these condensed consolidated statements.

1

CBL & Associates Properties, Inc. Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	185,393		$	207,568		$	376,373		$	420,297
Management, development and leasing fees	2,586			2,643			5,109			5,364
Other	5,398			4,387			9,925			9,137
Total revenues	193,377			214,598			391,407			434,798
OPERATING EXPENSES:
Property operating	(26,532		)	(29,527		)	(55,512		)	(62,353		)
Depreciation and amortization	(64,478		)	(73,566		)	(134,270		)	(145,316		)
Real estate taxes	(19,148		)	(20,456		)	(39,067		)	(42,304		)
Maintenance and repairs	(11,298		)	(12,059		)	(24,074		)	(25,238		)
General and administrative	(14,427		)	(13,490		)	(36,434		)	(31,794		)
Loss on impairment	(41,608		)	(51,983		)	(66,433		)	(70,044		)
Litigation settlement	—			—			(88,150		)	—
Other	(34		)	(245		)	(34		)	(339		)
Total operating expenses	(177,525		)	(201,326		)	(443,974		)	(377,388		)
OTHER INCOME (EXPENSES):
Interest and other income	356			218			845			431
Interest expense	(52,482		)	(54,203		)	(106,480		)	(107,970		)
Gain on extinguishment of debt	—			—			71,722			—
Gain on investments	—			387			—			387
Gain on sales of real estate assets	5,527			3,747			5,755			8,118
Income tax benefit (provision)	(813		)	2,235			(952		)	2,880
Equity in earnings of unconsolidated affiliates	1,872			4,368			5,180			8,107
Total other income (expenses)	(45,540		)	(43,248		)	(23,930		)	(88,047		)
Net loss	(29,688		)	(29,976		)	(76,497		)	(30,637		)
Net loss attributable to noncontrolling interests in:
Operating Partnership	5,454			5,685			13,212			7,350
Other consolidated subsidiaries	57			494			132			393
Net loss attributable to the Company	(24,177		)	(23,797		)	(63,153		)	(22,894		)
Preferred dividends	(11,223		)	(11,223		)	(22,446		)	(22,446		)
Net loss attributable to common shareholders	$	(35,400	)	$	(35,020	)	$	(85,599	)	$	(45,340	)
Basic and diluted per share data attributable to common shareholders:
Net loss attributable to common shareholders	$	(0.20	)	$	(0.20	)	$	(0.49	)	$	(0.26	)
Weighted-average common and potential dilutive common shares outstanding	173,473			172,662			173,363			172,304

The accompanying notes are an integral part of these condensed consolidated statements.

2

CBL & Associates Properties, Inc.

Condensed Consolidated Statements of Equity

(In thousands, except share data)

 (Unaudited)

				Equity
				Shareholders' Equity
	Redeemable Noncontrolling Interests			Preferred  Stock		Common  Stock		Additional  Paid-in  Capital			Dividends in Excess of Cumulative Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total  Equity
Balance, January 1, 2018	$	8,835		$	25	$	1,711	$	1,974,537		$	(836,269	)	$	1,140,004		$	96,474		$	1,236,478
Net income (loss)	(94		)	—		—		—			903			903			(1,470		)	(567		)
Cumulative effect of accounting change	—			—		—		—			70,380			70,380			—			70,380
Dividends declared - common stock ($0.200 per share)	—			—		—		—			(34,531		)	(34,531		)	—			(34,531		)
Dividends declared - preferred stock	—			—		—		—			(11,223		)	(11,223		)	—			(11,223		)
Issuances of 700,534 shares of common stock and restricted common stock	—			—		7		734			—			741			—			741
Conversion of 915,338 Operating Partnership common units into shares of common stock	—			—		9		3,050			—			3,059			(3,059		)	—
Cancellation of 47,867 shares of restricted common stock	—			—		—		(233		)	—			(233		)	—			(233		)
Performance stock units	—			—		—		419			—			419			—			419
Amortization of deferred compensation	—			—		—		1,196			—			1,196			—			1,196
Adjustment for noncontrolling interests	1,399			—		—		(11,737		)	—			(11,737		)	10,338			(1,399		)
Adjustment to record redeemable noncontrolling interests at redemption value	(2,530		)	—		—		2,203			—			2,203			328			2,531
Distributions to noncontrolling interests	(1,143		)	—		—		—			—			—			(7,804		)	(7,804		)
Balance, March 31, 2018	6,467			25		1,727		1,970,169			(810,740		)	1,161,181			94,807			1,255,988
Net loss	(324		)	—		—		—			(23,797		)	(23,797		)	(5,855		)	(29,652		)
Dividends declared - common stock ($0.200 per share)	—			—		—		—			(34,532		)	(34,532		)	—			(34,532		)
Dividends declared - preferred stock	—			—		—		—			(11,223		)	(11,223		)	—			(11,223		)
Issuances of 8,579 shares of common stock and restricted common stock	—			—		—		37			—			37			—			37
Redemption of Operating Partnership common units	—			—		—		—			—			—			(2,246		)	(2,246		)
Cancellation of 3,654 shares of restricted common stock	—			—		—		(3		)	—			(3		)	—			(3		)
Performance stock units	—			—		—		275			—			275			—			275
Amortization of deferred compensation	—			—		—		814			—			814			—			814
Adjustment for noncontrolling interests	829			—		—		(2,300		)	—			(2,300		)	1,469			(831		)
Adjustment to record redeemable noncontrolling interests at redemption value	2,865			—		—		(2,501		)	—			(2,501		)	(363		)	(2,864		)
Contributions from noncontrolling interests	—			—		—		—			—			—			7,859			7,859
Distributions to noncontrolling interests	(1,143		)	—		—		—			—			—			(7,169		)	(7,169		)
Balance, June 30, 2018	$	8,694		$	25	$	1,727	$	1,966,491		$	(880,292	)	$	1,087,951		$	88,502		$	1,176,453

3

CBL & Associates Properties, Inc.

Condensed Consolidated Statements of Equity

(In thousands, except share data)

(Unaudited)

(Continued)

				Equity
				Shareholders' Equity
	Redeemable Noncontrolling Interests			Preferred  Stock		Common  Stock			Additional  Paid-in  Capital			Dividends in Excess of Cumulative Earnings			Total Shareholders' Equity			Noncontrolling  Interests			Total  Equity
Balance, January 1, 2019	$	3,575		$	25	$	1,727		$	1,968,280		$	(1,005,895	)	$	964,137		$	68,028		$	1,032,165
Net loss	(453		)	—		—			—			(38,976		)	(38,976		)	(7,380		)	(46,356		)
Dividends declared - common stock ($0.075 per share)	—			—		—			—			(13,010		)	(13,010		)	—			(13,010		)
Dividends declared - preferred stock	—			—		—			—			(11,223		)	(11,223		)	—			(11,223		)
Issuances of 863,174 shares of common stock and restricted common stock	—			—		9			708			—			717			—			717
Cancellation of 57,656 shares of restricted common stock	—			—		(1		)	(133		)	—			(134		)	—			(134		)
Performance stock units	—			—		—			313			—			313			—			313
Amortization of deferred compensation	—			—		—			1,033			—			1,033			—			1,033
Adjustment for noncontrolling interests	1,038			—		—			(2,356		)	—			(2,356		)	1,318			(1,038		)
Contributions from noncontrolling interests	—			—		—			—			—			—			455			455
Distributions to noncontrolling interests	(1,143		)	—		—			—			—			—			(4,450		)	(4,450		)
Balance, March 31, 2019	3,017			25		1,735			1,967,845			(1,069,104		)	900,501			57,971			958,472
Net loss	(317		)	—		—			—			(24,177		)	(24,177		)	(5,194		)	(29,371		)
Dividends declared - preferred stock	—			—		—			—			(11,223		)	(11,223		)	—			(11,223		)
Issuances of 15,634 shares of common stock and restricted common stock	—			—		—			21			—			21			—			21
Cancellation of 5,717 shares of restricted common stock	—			—		—			(5		)	—			(5		)	—			(5		)
Performance stock units	—			—		—			312			—			312			—			312
Amortization of deferred compensation	—			—		—			587			—			587			—			587
Adjustment for noncontrolling interests	1,130			—		—			(2,211		)	—			(2,211		)	1,081			(1,130		)
Contributions from noncontrolling interests	—			—		—			—			—			—			4,148			4,148
Distributions to noncontrolling interests	(1,143		)	—		—			—			—			—			(3,225		)	(3,225		)
Balance, June 30, 2019	$	2,687		$	25	$	1,735		$	1,966,549		$	(1,104,504	)	$	863,805		$	54,781		$	918,586

The accompanying notes are an integral part of these condensed consolidated statements.

4

CBL & Associates Properties, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(76,497	)	$	(30,637	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	134,270			145,316
Net amortization of deferred financing costs, debt premiums and discounts	4,306			3,593
Net amortization of intangible lease assets and liabilities	(1,071		)	(1,436		)
Gain on sales of real estate assets	(5,755		)	(8,118		)
Gain on insurance proceeds	(421		)	—
Gain on investments	—			(387		)
Write-off of development projects	34			339
Share-based compensation expense	2,938			3,398
Loss on impairment	66,433			70,044
Gain on extinguishment of debt	(71,722		)	—
Equity in earnings of unconsolidated affiliates	(5,180		)	(8,107		)
Distributions of earnings from unconsolidated affiliates	11,320			9,669
Change in estimate of uncollectable rental revenues	1,692			2,786
Change in deferred tax accounts	90			(1,993		)
Changes in:
Tenant and other receivables	(473		)	6,173
Other assets	(2,036		)	(1,269		)
Accounts payable and accrued liabilities	68,104			(9,489		)
Net cash provided by operating activities	126,032			179,882
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(51,148		)	(65,988		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	69,238			19,556
Proceeds from insurance	740			—
Payments received on mortgage and other notes receivable	1,346			516
Additional investments in and advances to unconsolidated affiliates	(780		)	(1,529		)
Distributions in excess of equity in earnings of unconsolidated affiliates	8,565			31,537
Changes in other assets	(857		)	(4,878		)
Net cash provided by (used in) investing activities	27,104			(22,837		)

5

CBL & Associates Properties, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) (Continued)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness	$	1,019,369		$	202,160
Principal payments on mortgage and other indebtedness	(1,113,337		)	(263,486		)
Additions to deferred financing costs	(15,546		)	(98		)
Proceeds from issuances of common stock	38			78
Purchases of noncontrolling interests in the Operating Partnership	—			(2,246		)
Contributions from noncontrolling interests	4,603			7,859
Payment of tax withholdings for restricted stock awards	(132		)	(232		)
Distributions to noncontrolling interests	(11,722		)	(17,547		)
Dividends paid to holders of preferred stock	(22,446		)	(22,446		)
Dividends paid to common shareholders	(25,959		)	(68,748		)
Net cash used in financing activities	(165,132		)	(164,706		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(11,996		)	(7,661		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	57,512			68,172
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	45,516		$	60,511
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
Cash and cash equivalents	$	20,483		$	23,428
Restricted cash (1):
Restricted cash	84			5,829
Mortgage escrows	24,949			31,254
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	45,516		$	60,511
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	105,621		$	100,185

(1) Included in intangible lease assets and other assets in the condensed consolidated balance sheets.

The accompanying notes are an integral part of these condensed consolidated statements.

6

CBL & Associates Limited Partnership

Condensed Consolidated Balance Sheets

(In thousands, except unit data)

(Unaudited)

ASSETS (1)	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	756,946		$	793,944
Buildings and improvements	6,153,444			6,414,886
	6,910,390			7,208,830
Accumulated depreciation	(2,477,552		)	(2,493,082		)
	4,432,838			4,715,748
Held for sale	44,574			30,971
Developments in progress	47,666			38,807
Net investment in real estate assets	4,525,078			4,785,526
Cash and cash equivalents	20,482			25,138
Receivables:
Tenant, net of allowance for doubtful accounts of $2,337 in 2018	72,485			77,788
Other, net of allowance for doubtful accounts of $838 in 2018	8,401			7,462
Mortgage and other notes receivable	6,326			7,672
Investments in unconsolidated affiliates	271,393			284,086
Intangible lease assets and other assets	144,338			153,545
	$	5,048,503		$	5,341,217
LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL
Mortgage and other indebtedness, net	$	3,865,939		$	4,043,180
Accounts payable and accrued liabilities	260,335			218,288
Liabilities related to assets held for sale	663			43,716
Total liabilities (1)	4,126,937			4,305,184
Commitments and contingencies (Note 8 and Note 12)
Redeemable common units	2,687			3,575
Partners' capital:
Preferred units	565,212			565,212
Common units:
General partner	3,448			4,628
Limited partners	336,997			450,507
Total partners' capital	905,657			1,020,347
Noncontrolling interests	13,222			12,111
Total capital	918,879			1,032,458
	$	5,048,503		$	5,341,217

(1) As of June 30, 2019, includes $601,069 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and $410,719 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 7.

The accompanying notes are an integral part of these condensed consolidated statements.

7

CBL & Associates Limited Partnership Condensed Consolidated Statements of Operations (In thousands, except per unit data) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	185,393		$	207,568		$	376,373		$	420,297
Management, development and leasing fees	2,586			2,643			5,109			5,364
Other	5,398			4,387			9,925			9,137
Total revenues	193,377			214,598			391,407			434,798
OPERATING EXPENSES:
Property operating	(26,532		)	(29,527		)	(55,512		)	(62,353		)
Depreciation and amortization	(64,478		)	(73,566		)	(134,270		)	(145,316		)
Real estate taxes	(19,148		)	(20,456		)	(39,067		)	(42,304		)
Maintenance and repairs	(11,298		)	(12,059		)	(24,074		)	(25,238		)
General and administrative	(14,427		)	(13,490		)	(36,434		)	(31,794		)
Loss on impairment	(41,608		)	(51,983		)	(66,433		)	(70,044		)
Litigation settlement	—			—			(88,150		)	—
Other	(34		)	(245		)	(34		)	(339		)
Total operating expenses	(177,525		)	(201,326		)	(443,974		)	(377,388		)
OTHER INCOME (EXPENSES):
Interest and other income	356			218			845			431
Interest expense	(52,482		)	(54,203		)	(106,480		)	(107,970		)
Gain on extinguishment of debt	—			—			71,722			—
Gain on investments	—			387			—			387
Gain on sales of real estate assets	5,527			3,747			5,755			8,118
Income tax benefit (provision)	(813		)	2,235			(952		)	2,880
Equity in earnings of unconsolidated affiliates	1,872			4,368			5,180			8,107
Total other income (expenses)	(45,540		)	(43,248		)	(23,930		)	(88,047		)
Net loss	(29,688		)	(29,976		)	(76,497		)	(30,637		)
Net loss attributable to noncontrolling interests	57			494			132			393
Net loss attributable to the Operating Partnership	(29,631		)	(29,482		)	(76,365		)	(30,244		)
Distributions to preferred unitholders	(11,223		)	(11,223		)	(22,446		)	(22,446		)
Net loss attributable to common unitholders	$	(40,854	)	$	(40,705	)	$	(98,811	)	$	(52,690	)
Basic and diluted per unit data attributable to common unitholders:
Net loss attributable to common unitholders	$	(0.20	)	$	(0.20	)	$	(0.49	)	$	(0.26	)
Weighted-average common and potential dilutive common units outstanding	200,231			199,767			200,122			199,731

The accompanying notes are an integral part of these condensed consolidated statements.

8

CBL & Associates Limited Partnership

Condensed Consolidated Statements of Capital

(In thousands)

 (Unaudited)

				Number of						Common Units
	Redeemable Common Units			Preferred Units	Common Units		Preferred Units			General Partner			Limited Partners			Total Partners' Capital			Noncontrolling Interests			Total Capital
Balance, January 1, 2018	$	8,835		25,050	199,297		$	565,212		$	6,735		$	655,120		$	1,227,067		$	9,701		$	1,236,768
Net income (loss)	(94		)	—	—		11,223			(122		)	(11,769		)	(668		)	101			(567		)
Cumulative effect of accounting change	—			—	—		—			722			69,658			70,380			—			70,380
Distributions declared - common units ($0.209 per unit)	(1,143		)	—	—		—			(402		)	(40,215		)	(40,617		)	—			(40,617		)
Distributions declared - preferred units	—			—	—		(11,223		)	—			—			(11,223		)	—			(11,223		)
Issuances of common units	—			—	701		—			—			741			741			—			741
Cancellation of restricted common stock	—			—	(48	)	—			—			(233		)	(233		)	—			(233		)
Performance stock units	—			—	—		—			4			415			419			—			419
Amortization of deferred compensation	—			—	—		—			12			1,184			1,196			—			1,196
Allocation of partners' capital	1,399			—	—		—			(48		)	(1,353		)	(1,401		)	—			(1,401		)
Adjustment to record redeemable interests at redemption value	(2,530		)	—	—		—			26			2,505			2,531			—			2,531
Distributions to noncontrolling interests	—			—	—		—			—			—			—			(1,718		)	(1,718		)
Balance, March 31, 2018	6,467			25,050	199,950		565,212			6,927			676,053			1,248,192			8,084			1,256,276
Net loss	(324		)	—	—		11,223			(415		)	(39,966		)	(29,158		)	(494		)	(29,652		)
Distributions declared - common units ($0.209 per unit)	(1,143		)	—	—		—			(403		)	(40,110		)	(40,513		)	—			(40,513		)
Distributions declared - preferred units	—			—	—		(11,223		)	—			—			(11,223		)	—			(11,223		)
Issuances of common units	—			—	8		—			—			37			37			—			37
Redemptions of common units	—			—	(527	)	—			—			(2,246		)	(2,246		)	—			(2,246		)
Cancellation of restricted common stock	—			—	(3	)	—			—			(3		)	(3		)	—			(3		)
Performance stock units	—			—	—		—			3			272			275			—			275
Amortization of deferred compensation	—			—	—		—			9			805			814			—			814
Allocation of partners' capital	829			—	—		—			(18		)	(805		)	(823		)	—			(823		)
Adjustment to record redeemable interests at redemption value	2,865			—	—		—			(29		)	(2,835		)	(2,864		)	—			(2,864		)
Contributions from noncontrolling interests	—			—	—		—			—			—			—			7,859			7,859
Distributions to noncontrolling interests	—			—	—		—			—			—			—			(1,188		)	(1,188		)
Balance, June 30, 2018	$	8,694		25,050	199,428		$	565,212		$	6,074		$	591,202		$	1,162,488		$	14,261		$	1,176,749

9

CBL & Associates Limited Partnership

Condensed Consolidated Statements of Capital

(In thousands)

(Unaudited)

(Continued)

				Number of						Common Units
	Redeemable Common Units			Preferred Units	Common Units		Preferred Units			General Partner			Limited Partners			Total Partners' Capital			Noncontrolling Interests			Total Capital
Balance, January 1, 2019	$	3,575		25,050	199,415		$	565,212		$	4,628		$	450,507		$	1,020,347		$	12,111		$	1,032,458
Net loss	(453		)	—	—		11,223			(590		)	(56,914		)	(46,281		)	(75		)	(46,356		)
Distributions declared - common units ($0.086 per unit)	(1,143		)	—	—		—			(151		)	(15,897		)	(16,048		)	—			(16,048		)
Distributions declared - preferred units	—			—	—		(11,223		)	—			—			(11,223		)	—			(11,223		)
Issuances of common units	—			—	863		—			—			717			717			—			717
Cancellation of restricted common stock	—			—	(58	)	—			—			(133		)	(133		)	—			(133		)
Performance stock units	—			—	—		—			3			309			312			—			312
Amortization of deferred compensation	—			—	—		—			11			1,022			1,033			—			1,033
Allocation of partners' capital	1,038			—	—		—			(34		)	(1,004		)	(1,038		)	—			(1,038		)
Contributions from noncontrolling interests	—			—	—		—			—			—			—			455			455
Distributions to noncontrolling interests	—			—	—		—			—			—			—			(1,412		)	(1,412		)
Balance, March 31, 2019	3,017			25,050	200,220		565,212			3,867			378,607			947,686			11,079			958,765
Net loss	(317		)	—	—		11,223			(414		)	(40,123		)	(29,314		)	(57		)	(29,371		)
Distributions declared - common units ($0.012 per unit)	(1,143		)	—	—		—			—			(1,239		)	(1,239		)	—			(1,239		)
Distributions declared - preferred units	—			—	—		(11,223		)	—			—			(11,223		)	—			(11,223		)
Issuances of common units	—			—	15		—			—			(17		)	(17		)	—			(17		)
Cancellation of restricted common stock	—			—	(5	)	—			—			(6		)	(6		)	—			(6		)
Performance stock units	—			—	—		—			3			310			313			—			313
Amortization of deferred compensation	—			—	—		—			6			581			587			—			587
Allocation of partners' capital	1,130			—	—		—			(14		)	(1,116		)	(1,130		)	—			(1,130		)
Contributions from noncontrolling interests	—			—	—		—			—			—			—			4,148			4,148
Distributions to noncontrolling interests	—			—	—		—			—			—			—			(1,948		)	(1,948		)
Balance, June 30, 2019	$	2,687		25,050	200,230		$	565,212		$	3,448		$	336,997		$	905,657		$	13,222		$	918,879

The accompanying notes are an integral part of these condensed consolidated statements.

10

CBL & Associates Limited Partnership Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(76,497	)	$	(30,637	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	134,270			145,316
Net amortization of deferred financing costs, debt premiums and discounts	4,306			3,593
Net amortization of intangible lease assets and liabilities	(1,071		)	(1,436		)
Gain on sales of real estate assets	(5,755		)	(8,118		)
Gain on insurance proceeds	(421		)	—
Gain on investments	—			(387		)
Write-off of development projects	34			339
Share-based compensation expense	2,938			3,398
Loss on impairment	66,433			70,044
Gain on extinguishment of debt	(71,722		)	—
Equity in earnings of unconsolidated affiliates	(5,180		)	(8,107		)
Distributions of earnings from unconsolidated affiliates	11,321			9,663
Change in estimate of uncollectable rental revenues	1,692			2,786
Change in deferred tax accounts	90			(1,993		)
Changes in:
Tenant and other receivables	(473		)	6,173
Other assets	(2,036		)	(1,270		)
Accounts payable and accrued liabilities	68,102			(9,483		)
Net cash provided by operating activities	126,031			179,881
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(51,148		)	(65,988		)
Acquisition of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	69,238			19,556
Proceeds from insurance	740			—
Payments received on mortgage and other notes receivable	1,346			516
Additional investments in and advances to unconsolidated affiliates	(780		)	(1,529		)
Distributions in excess of equity in earnings of unconsolidated affiliates	8,565			31,537
Changes in other assets	(857		)	(4,878		)
Net cash provided by (used in) investing activities	27,104			(22,837		)

11

CBL & Associates Limited Partnership Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) (Continued)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness	$	1,019,369		$	202,160
Principal payments on mortgage and other indebtedness	(1,113,337		)	(263,486		)
Additions to deferred financing costs	(15,546		)	(98		)
Proceeds from issuances of common units	38			78
Redemptions of common units	—			(2,246		)
Contributions from noncontrolling interests	4,603			7,859
Payment of tax withholdings for restricted stock awards	(132		)	(232		)
Distributions to noncontrolling interests	(5,646		)	(5,193		)
Distributions to preferred unitholders	(22,446		)	(22,446		)
Distributions to common unitholders	(32,035		)	(81,102		)
Net cash used in financing activities	(165,132		)	(164,706		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(11,997		)	(7,662		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	57,512			68,172
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	45,515		$	60,510
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
Cash and cash equivalents	$	20,482		$	23,427
Restricted cash (1):
Restricted cash	84			5,829
Mortgage escrows	24,949			31,254
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	45,515		$	60,510
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	105,621		$	100,185

(1) Included in intangible lease assets and other assets in the condensed consolidated balance sheets.

The accompanying notes are an integral part of these condensed consolidated statements.

12

CBL & Associates Properties, Inc.

CBL & Associates Limited Partnership

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per share and per unit data)

Note 1 – Organization and Basis of Presentation

Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries.

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.  

As of June 30, 2019, the Operating Partnership owned interests in the following properties:

		Other Properties
	Malls (1)	Associated Centers	Community Centers	Office Buildings/Other		Total
Consolidated properties	56	20	2	5	(2)	83
Unconsolidated properties (3)	8	3	5	2		18
Total	64	23	7	7		101

(1) Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center).

(2) Includes CBL's two corporate office buildings.

(3) The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights.

At June 30, 2019, the Operating Partnership had interests in the following properties under development:

	Consolidated Properties
	Malls	All Other
Redevelopments	6	—

CBL is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At June 30, 2019, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned an 85.6% limited partner interest for a combined interest held by CBL of 86.6%.

The noncontrolling interest in the Operating Partnership is held by CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively "CBL's Predecessor"), all of which contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for a limited partner interest when the Operating Partnership was formed in November 1993, and by various third parties. At June 30, 2019, CBL’s Predecessor owned a 9.1% limited partner interest and third parties owned a 4.3% limited partner interest in the Operating Partnership.  CBL's Predecessor also owned 4.3 million shares of CBL’s common stock at June 30, 2019, for a total combined effective interest of 11.2% in the Operating Partnership.

The Operating Partnership conducts the Company’s property management and development activities through its wholly owned subsidiary, CBL & Associates Management, Inc. (the “Management Company”), to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

The accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the disclosures required by GAAP for complete financial

13

statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2018.

Reclassifications

Certain reclassifications have been made to amounts in the Company's prior-year financial statements to conform to the current period presentation. The Company reclassified certain amounts related to operating expense reimbursements in its condensed consolidated statements of operations for the three and six months ended June 30, 2018 related to the adoption of ASC 606. As a result, operating expense reimbursements of $2,168 and $4,511, previously included in tenant reimbursements, were reclassified to other revenues for the three months and six months ended June 30, 2018, respectively. Additionally, the Company reclassified minimum rents, percentage rents, other rents and tenant reimbursements into one line item, rental revenues, for the three and six months ended June 30, 2018 related to the adoption of ASC 842. Lastly, in accordance with ASC 360, and in response to the SEC's "Disclosure Update and Simplification" release effective November 5, 2018, the Company reclassified gains and losses resulting from wholly owned real estate dispositions from the line item following "Income (loss) from continuing operations before gain on sales of real estate assets" to the "Other Income (Expenses)" section within its condensed consolidated statements of operations. As a result, in the condensed consolidated statements of operations, the Company reclassified $3,747 and $8,118 to the "Other Income (Expenses)" section for the three and six months ended June 30, 2018, respectively.

Note 2 – Recent Accounting Pronouncements

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for leases with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Company's condensed consolidated financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Company's condensed consolidated financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

14

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Company is evaluating the impact that this update may have on its condensed consolidated financial statements and related disclosures.
ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	January 1, 2020 - Prospective	The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Company is to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense. The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement. The Company does not expect the adoption of this guidance will have a material impact on its condensed consolidated financial statements or disclosures.

Note 3 – Revenues

Contract Balances

A summary of the Company's contract assets activity during the six months ended June 30, 2019 is presented below:

	Contract Assets
Balance as of December 31, 2018	$	289
Tenant openings	(139		)
Executed leases	25
Balance as of March 31, 2019	175
Tenant openings	(139		)
Executed leases	190
Balance as of June 30, 2019	$	226

A summary of the Company's contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	265
Completed performance obligation	(4		)
Contract obligation	—
Balance as of March 31, 2019	261
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	261

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The Company has the following contract balances as of June 30, 2019:

		As of June 30, 2019		Expected Settlement Period
Description	Financial Statement Line Item			2019 (1)			2020			2021			2022			2023
Contract assets (2)	Management, development and leasing fees	$	226	$	(155	)	$	(25	)	$	(42	)	$	—		$	(4	)
Contract liability (3)	Other rents	261		(99		)	(54		)	(54		)	(54		)	—

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Represents leasing fees recognized as revenue in the period in which the lease is executed. Under certain third party and unconsolidated affiliates' contracts, the remaining 50% of the commissions are paid when the tenant opens. The tenant typically opens within a year, unless the project is in development.

(3) Relates to a contract in which the Company received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Company's revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	185,393	$	207,568	$	376,373	$	420,297
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	2,061		2,168		4,204		4,511
Management, development and leasing fees (3)	2,586		2,643		5,109		5,364
Marketing revenues (4)	1,218		928		2,092		2,223
	5,865		5,739		11,405		12,098
Other revenues	2,119		1,291		3,629		2,403
Total revenues (5)	$	193,377	$	214,598	$	391,407	$	434,798

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $1,892 in the Malls segment and $169 in the All Other segment for the three months ended June 30, 2019, and includes $2,083 in the Malls segment and $85 in the All Other segment for the three months ended June 30, 2018. Includes $4,084 in the Malls segment and $120 in the All Other segment for the six months ended June 30, 2019, and includes $4,273 in the Malls segment and $238 in the All Other segment for the six months ended June 30, 2018.

(3) Included in All Other segment.

(4) Includes $1,217 in the Malls segment and $1 in the All Other segment for the three months ended June 30, 2019, and includes $927 in the Malls segment and $1 in the All Other segment for the three months ended June 30, 2018. Includes $2,093 in the Malls segment and $(1) in the All Other segment for the six months ended June 30, 2019, and includes $2,221 in the Malls segment and $2 in the All Other segment for the six months ended June 30, 2018. See description below.

(5) Sales taxes are excluded from revenues.

See Note 10 for information on the Company's segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Company's properties and pay no rent, the Company receives reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the

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cost-to-cost method of measurement because it most accurately depicts the Company's performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Management, development and leasing fees    

The Company earns revenue from contracts with third parties and unconsolidated affiliates for property management, leasing, development and other services. These contracts are accounted for on a month-to-month basis if the agreement does not contain substantive penalties for termination. The majority of the Company's contracts with customers are accounted for on a month-to-month basis. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. These contracts generally are for the following:

• Management fees - Management fees are charged as a percentage of revenues (as defined in the contract) and recognized as revenue over time as services are provided.

• Leasing fees - Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue upon lease execution, when the performance obligation is completed. In cases for which the agreement specifies 50% of the leasing commission will be paid upon lease execution with the remainder paid when the tenant opens, the Company estimates the amount of variable consideration it expects to receive by evaluating the likelihood of tenant openings using the most likely amount method and records the amount as an unbilled receivable (contract asset).

• Development fees - Development fees may be either set as a fixed rate in a separate agreement or be a variable rate based on a percentage of work costs. Variable consideration related to development fees is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Company's performance in satisfying the performance obligation. Contract estimates are based on various assumptions including the cost and availability of materials, anticipated performance and the complexity of the work to be performed. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Development and leasing fees received from an unconsolidated affiliate are recognized as revenue only to the extent of the third-party partner’s ownership interest. The Company's share of such fees is recorded as a reduction to the Company’s investment in the unconsolidated affiliate.

Marketing revenues

The Company earns marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Company provides advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Company’s expected cost plus margin. Revenue is recognized as the Company’s performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Company has not fully or has partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Company’s performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

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Practical Expedients

The Company does not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice, which primarily relate to services performed for certain operating expense reimbursements and management, leasing and development activities, as described above. Performance obligations related to pro rata operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Company has outstanding performance obligations related to certain noncancellable contracts with customers for which it will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Company expects to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	25,233	$	48,825	$	48,226	$	122,284

The Company evaluates its performance obligations each period and makes adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Company adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Company evaluated its contracts and verified that there was an identified asset and that the Company, or the tenant, has the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Company is the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Company is the lessor. After determining that the contract contains a lease, the Company identified the lease component and any nonlease components associated with that lease component, and through the Company’s election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease where the Company is the lessor.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Company’s revenues are earned through the lease of space at its properties. All of the Company's leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Company's leases contain penalties for early termination. The Company doesn't have any leases that convey the right for the lessee to purchase the leased asset.

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Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Company receives reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

Additionally, ASU 2018-19 clarifies that operating lease receivables are within the scope of ASC 842. Therefore, in conjunction with our adoption of ASC 842 on January 1, 2019, the Company began recognizing changes in the collectability assessment of its operating lease receivables as a reduction of rental revenues, rather than as a property operating expense. As a result, the Company recognized $152 and $1,692 of uncollectable operating lease receivables as a reduction of rental revenues for the three months and six months ended June 30, 2019, respectively, and recognized $745 and $2,786 of uncollectable operating lease receivables as a property operating expense for the three months and six months ended June 30, 2018, respectively.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	151,730	$	311,002
Variable lease payments	33,663		65,371
Total rental revenues	$	185,393	$	376,373

The undiscounted future fixed lease payments to be received under the Company's operating leases as of June 30, 2019, are as follows:

Years Ending December 31,	Operating Leases
2019 (1)	$	276,503
2020	518,603
2021	450,475
2022	373,187
2023	307,880
2024	239,693
Thereafter	593,446
Total undiscounted lease payments	$	2,759,787

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future minimum rental income from lessees under non-cancellable operating leases where the Company is the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	497,014
2020	426,228
2021	363,482
2022	294,441
2023	234,191
Thereafter	531,792
Total	$	2,347,148

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Lessee

The Company has eight ground leases and one office lease in which it is a lessee. The maturities of these leases range from 2021 to 2089 and generally provide for renewal options ranging from five to ten years. We included the renewal options in our lease terms for purposes of calculating our lease liability and ROU asset because we have no plans to cease operating our assets associated with each ground lease. The ground leases relate to properties where the Company owns the buildings and improvements, but leases the underlying land. The lease payments on the majority of the ground leases are fixed, but in the instances where they are variable they are either based on the CPI index or a percentage of sales. The one office lease is subleased as of June 30, 2019. As of June 30, 2019, these leases have a weighted-average remaining lease term of 39.3 years and a weighted-average discount rate of 8.0%.

The Company's ROU asset and lease liability are presented in the condensed consolidated balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Company's ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	4,160		$	4,074
Cash reduction	(242		)	(242		)
Noncash increase	127			210
Balance as of June 30, 2019	$	4,045		$	4,042

The components of lease expense are presented below:

	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Lease expense:
Operating lease expense	$	207		$	425
Variable lease expense	(2		)	30
Rent Expense	$	205		$	455

The undiscounted future lease payments to be paid under the Company's operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	317
2020	567
2021	608
2022	332
2023	284
2024	263
Thereafter	12,019
Total undiscounted lease payments	$	14,390
Less imputed interest	(10,348		)
Lease Liability	$	4,042

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

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As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future obligations to be paid under the Company's operating leases where the Company is the lessee as of December 31, 2018 is also presented below:

2019	$	504
2020	610
2021	517
2022	321
2023	281
Thereafter	12,297
	$	14,530

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Company elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Company also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Company elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Company made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Company has elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

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Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage and other indebtedness was $3,479,729 and $3,740,431 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage and other indebtedness using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considers both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Company classifies such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Company's assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	127,319	$	—	$	—	$	127,319	$	66,433

During the six months ended June 30, 2019, the Company recognized an impairment of real estate of $66,662 related to three malls and one community center.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment			Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Mall	$	22,770		$	56,300
March/April	Honey Creek Mall (2)	Terre Haute, IN	Mall	2,045			14,360
June	The Forum at Grandview (3)	Madison, MS	All Other	8,582			31,559
June	EastGate Mall (4)	Cincinnati, OH	Mall	33,265			25,100
January/March	Other adjustments (5)	Various	Mall	(229		)	—
				$	66,433		$	127,319

(1) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline in cash flows due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

(2) During the quarter ended March 31, 2019, the Company adjusted the book value of the mall to the net sales price of $14,360 based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was sold in April 2019 and $(239) was recorded related to a true-up of closing costs. See Note 6 for additional information.

(3) The Company adjusted the book value to the net sales price of $31,559 based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The property was classified as held for sale at June 30, 2019 and was sold in July 2019. See Note 6 for additional information.

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(4) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $25,100. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of EastGate Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.5% and a discount rate 15.0%.

(5) Related to true-ups of estimated expenses to actual expenses for properties sold in prior periods.

Long-lived Assets Measured at Fair Value in 2018

The following table sets forth information regarding the Company's assets that were measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2018:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	34,000	$	—	$	—	$	34,000	$	70,044

During the six months ended June 30, 2018, the Company recognized an impairment of real estate of $70,044 related to two malls:

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Janesville Mall (1)	Janesville, WI	Malls	$	18,061	$	—	(2)
June	Cary Towne Center (3)	Cary, NC	Malls	51,983		34,000
				$	70,044	$	34,000

(1) The Company adjusted the book value of the mall to the net sales price of $17,640 in a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was sold in July 2018. See Note 6 for additional information.

(2) The long-lived asset was not included in the Company's condensed consolidated balance sheets at December 31, 2018 as the Company no longer had an interest in the property.

(3) In June 2018, the Company was notified by IKEA that, as a result of a shift in its corporate strategy, it was terminating the contract to purchase land at the mall upon which it would develop and open a store. Under the terms of the interest-only non-recourse loan secured by the mall, the loan matures on the date the IKEA contract terminates if that date is prior to the scheduled maturity date of March 5, 2019. The Company engaged in conversations with the lender regarding a potential restructure of the loan. Based on the results of these conversations, the Company concluded that an impairment was required because it was unlikely to recover the asset's net carrying value through future cash flows. Management determined the fair value of Cary Towne Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a 10-year holding period, a capitalization rate of 12.0% and a discount rate of 13%. See Note 8 for additional information.

Note 6 – Dispositions and Held for Sale

The Company evaluates its disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on its analysis, the Company determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

Net proceeds realized from the 2019 dispositions listed below were used to reduce the outstanding balance on the Company's credit facility. The following is a summary of the Company's 2019 dispositions:

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				Sales Price
Sales Date	Property	Property Type	Location	Gross		Net		Gain
April	Honey Creek Mall (1)	Mall	Terre Haute, IN	$	14,600	$	14,360	$	—
April	The Shoppes at Hickory Point	Mall	Forsyth, IL	2,508		2,407		1,326
June	Courtyard by Marriott at Pearland Town Center	All Other	Pearland, TX	15,100		14,795		1,910
				$	32,208	$	31,562	$	3,236

(1) The Company recognized a loss on impairment of $2,284 in March 2019 when it adjusted the book value of the mall to the net sales price based on a signed contract with a third party buyer and recognized $(239) in April 2019 related to a true-up of closing costs. See Note 5 for additional information.

The Company also realized gains of $2,100 related to the sale of one outparcel and $433 related to land contributed in the formation of the Parkdale Self Storage, LLC joint venture (See Note 7 for additional information) during the three and six months ended June 30, 2019. Also, the Company realized losses of $(242) and $(14) related to costs incurred during the three and six months ended June 30, 2019, respectively, for outparcel sales that occurred in prior periods.

The Company recognized a gain on extinguishment of debt for the properties listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 8 for more information. The following is a summary of these dispositions:

Sale/Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796
January	Cary Towne Center (2)	Mall	Cary, NC	43,716		9,926
				$	163,476	$	71,722

(1) The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Company also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

(2) The Company sold the mall for $31,500 and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven. The Company recorded a loss on impairment of real estate of $54,678 during 2018 to write down the book value of the mall to its then estimated fair value. The Company also recorded $237 of aggregate non-cash default interest expense during the first quarter of 2019.

In a separate transaction, the Company also sold an anchor store parcel and vacant land at Acadiana Mall, which were not collateral on the loan, for a cash price of $4,000. A loss on impairment of real estate of $1,593 was recorded in 2018 to write down the book value of the anchor store parcel and vacant land to its then estimated fair value.

2019 Held for Sale

The following properties were classified as held for sale as of June 30, 2019:

Property	Property Type	Location	Total Assets		Total Liabilities		Percentage of the Company's Total Assets
850 Greenbrier Circle (1)	All Other	Chesapeake, VA	$	10,233	$	35	0.2	%
Foothills Plaza - Kroger (1)	All Other	Maryville, TN	1,091		—		—	%
The Forum at Grandview (1)	All Other	Madison, MS	32,195		569		0.6	%
High Point - Barnes & Noble (1)	All Other	High Point, NC	1,055		59		—	%
			$	44,574	$	663

(1) The property was sold subsequent to June 30, 2019. See Note 15 for additional information.

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Note 7 – 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 June 30, 2019, the Company had investments in 22 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. Additionally, the Company made no initial investment and has no future funding obligations. The unconsolidated affiliate is a variable interest entity ("VIE").

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 a $433 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 conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan. See details below under 2019 Financings.

Condensed Combined Financial Statements - Unconsolidated Affiliates

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

	June 30, 2019			December 31, 2018
ASSETS
Investment in real estate assets	$	2,103,300		$	2,097,088
Accumulated depreciation	(701,616		)	(674,275		)
	1,401,684			1,422,813
Developments in progress	23,431			12,569
Net investment in real estate assets	1,425,115			1,435,382
Other assets	172,545			188,521
Total assets	$	1,597,660		$	1,623,903

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	June 30, 2019		December 31, 2018
LIABILITIES
Mortgage and other indebtedness, net	$	1,315,885	$	1,319,949
Other liabilities	37,152		39,777
Total liabilities	1,353,037		1,359,726
OWNERS' EQUITY
The Company	179,120		191,050
Other investors	65,503		73,127
Total owners' equity	244,623		264,177
Total liabilities and owners' equity	$	1,597,660	$	1,623,903

	Total for the Three Months Ended June 30,
	2019		2018
Total revenues	$	54,230	$	55,083
Net income (1)	$	2,993	$	7,242

(1) The Company's share of net income is $1,872 and $4,368 for the three months ended June 30, 2019 and 2018, respectively.

	Total for the Six Months Ended June 30,
	2019		2018
Total revenues	$	110,097	$	112,264
Net income (1)	$	9,003	$	12,551

(1) The Company's share of net income is $5,180 and $8,107 for the six months ended June 30, 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, Mid Rivers Mall and Parkdale Mall. See Note 12 for a description of guarantees the Operating Partnership has issued related to these unconsolidated affiliates.

2019 Financings

The Company's unconsolidated affiliates had the following loan activity in 2019:

Date	Property	Stated Interest Rate		Maturity Date	Amount Financed or Extended
May	Parkdale Self Storage (1)	5.25%	(2)	July 2024	$	6,500

(1) Parkdale Self Storage, LLC, a 50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to $6,500 for the development of a climate controlled self-storage facility adjacent to Parkdale Mall in Beaumont, TX. There were no draws on the construction loan at June 30, 2019. The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% of the loan. See Note 12 for more information.

(2) The interest rate is variable and is the greater of 5.25% or LIBOR + 2.80%.

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Noncontrolling Interests

Noncontrolling interests consist of the following:

	As of
	June 30,  2019		December 31, 2018
Noncontrolling interests:
Operating Partnership	$	41,559	$	55,917
Other consolidated subsidiaries	13,222		12,111
	$	54,781	$	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 June 30, 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 June 30, 2019:

	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC (1)	$	—	$	10,050
Bullseye, LLC	5		5
EastGate Storage, LLC (2)	939		3,000
G&I VIII CBL Triangle LLC (3)	—		—
Parkdale Self Storage, LLC (4)	1,125		6,500
Self-Storage at Mid Rivers, LLC (2)	912		2,717
Shoppes at Eagle Point, LLC (5)	16,344		16,344

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

(2) The debt is guaranteed by the Operating Partnership at 50%. See Note 12 for more information.

(3) 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. Subsequent to June 30, 2019, the lender foreclosed on the loan that is secured by the property. See Note 15 for more information.

(4) The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% of the loan. See Note 12 for more information.

(5) The debt is guaranteed by the Operating Partnership at a fixed amount of $12,740. See Note 12 for more information.

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Note 8 – Mortgage and Other Indebtedness, Net

Debt of the Company

CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all of the Company's debt. CBL is a limited guarantor of the Senior Unsecured Notes (the "Notes"), as described below, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates.

The Company also provides a similar limited guarantee of the Operating Partnership's obligations with respect to its secured credit facility and secured term loan as of June 30, 2019.

Debt of the Operating Partnership

Net mortgage and other indebtedness consisted of the following:

	June 30, 2019				December 31, 2018
	Amount			Weighted- Average Interest Rate (1)	Amount			Weighted- Average Interest Rate (1)
Fixed-rate debt:
Non-recourse loans on operating properties	$	1,581,780		5.21%	$	1,783,097		5.33%
Senior unsecured notes due 2023 (2)	447,656			5.25%	447,423			5.25%
Senior unsecured notes due 2024 (3)	299,956			4.60%	299,953			4.60%
Senior unsecured notes due 2026 (4)	617,048			5.95%	616,635			5.95%
Total fixed-rate debt	2,946,440			5.31%	3,147,108			5.37%
Variable-rate debt:
Recourse loans on operating properties	56,721			5.05%	68,607			4.97%
Construction loan	16,684			5.33%	8,172			5.25%
Secured line of credit	383,084			4.69%	—			—%
Unsecured lines of credit	—			—%	183,972			3.90%
Secured term loan	482,500			4.69%	—			—%
Unsecured term loans	—			—%	695,000			4.21%
Total variable-rate debt	938,989			4.72%	955,751			4.21%
Total fixed-rate and variable-rate debt	3,885,429			5.17%	4,102,859			5.10%
Unamortized deferred financing costs	(19,490		)		(15,963		)
Liabilities related to assets held for sale (5)	—				(43,716		)
Total mortgage and other indebtedness, net	$	3,865,939			$	4,043,180

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) The balance is net of an unamortized discount of $2,344 and $2,577 as of June 30, 2019 and December 31, 2018, respectively.

(3) The balance is net of an unamortized discount of $44 and $47 as of June 30, 2019 and December 31, 2018, respectively.

(4) The balance is net of an unamortized discount of $7,952 and $8,365 as of June 30, 2019 and December 31, 2018, respectively.

(5) Represents a non-recourse mortgage loan secured by Cary Towne Center that was classified on the condensed consolidated balance sheet as liabilities related to assets held for sale as of December 31, 2018.

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Senior Unsecured Notes

Description	Issued (1)	Amount		Interest Rate (2)	Maturity Date (3)
2023 Notes	November 2013	$	450,000	5.25%	December 2023
2024 Notes	October 2014	300,000		4.60%	October 2024
2026 Notes	December 2016 / September 2017	625,000		5.95%	December 2026

(1) Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.

(2) Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45%. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of June 30, 2019, this ratio was 34% as shown below.

(3) The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026, July 15, 2024, and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50%, 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.

Senior Secured Credit Facility

In January 2019, the Company entered into a new $1,185,000 senior secured credit facility, which included a fully-funded $500,000 term loan and a revolving line of credit with a borrowing capacity of $685,000. The facility replaced all of the Company's prior unsecured bank facilities, which included three unsecured term loans with an aggregate balance of $695,000 and three unsecured revolving lines of credit with an aggregate capacity of $1,100,000. At closing, the Company utilized the line of credit to reduce the principal balance of the unsecured term loan from $695,000 to $500,000. The facility matures in July 2023 and bears interest at a variable rate of LIBOR plus 225 basis points. The facility had an interest rate of 4.69% at June 30, 2019. The Operating Partnership is required to pay an annual facility fee, to be paid quarterly, which ranges from 0.25% to 0.35%, based on the unused capacity of the line of credit. The principal balance on the term loan will be reduced by $35,000 per year in quarterly installments. At June 30, 2019, the secured line of credit had an outstanding balance of $383,084 and the secured term loan had an outstanding balance of $482,500.

The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties.” The terms of the Notes provide that, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered into a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership's condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to this quarterly report on Form 10-Q for ease of reference.

Financial Covenants and Restrictions

The agreements for the Notes and the senior secured credit facility contain, among other restrictions, certain financial covenants including the maintenance of certain financial coverage ratios, minimum unencumbered asset and interest ratios, maximum secured indebtedness ratios, maximum total indebtedness ratios and limitations on cash flow distributions.  The Company believes that it was in compliance with all financial covenants and restrictions at June 30, 2019.

29

The following presents the Company's compliance with key covenant ratios, as defined, of the Notes and the senior secured credit facility as of June 30, 2019:

Ratio	Required	Actual
Total debt to total assets	< 60%	52%
Secured debt to total assets	< 40% (1)	34%
Total unencumbered assets to unsecured debt	> 150%	191%
Consolidated income available for debt service to annual debt service charge	> 1.5x	2.3x

(1) Secured debt to total assets must be less than 40% for the 2026 Notes. Secured debt to total assets must be less than 45% for the 2023 Notes and the 2024 Notes until January 1, 2020, after which the required ratio will be reduced to 40%.

The agreements for the Notes and senior secured credit facility described above contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $50,000 of the Operating Partnership will constitute an event of default under the Notes.

Mortgages on Operating Properties

2019 Financings

In April 2019, the loan secured by Volusia Mall was refinanced to increase the principal balance to $50,000. In addition, the maturity date was extended to April 2024 and the fixed interest rate was reduced from 8.00% to 4.56%. The net proceeds from the new loan were used to retire the $41,000 existing loan.

In May 2019, the Company exercised an option to extend the loan secured by The Outlet Shoppes at Laredo to May 2021. In conjunction with the amendment, a payment of $10,800 was made to reduce the outstanding balance of the loan to $43,000. The noncontrolling interest partner in the joint venture funded its 35% share of the $10,800 payment.

2019 Loan Repayments

Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
April	Honey Creek Mall (1)	8.00%	July 2019	$	23,539

(1) The Company retired the loan using proceeds from the refinancing of the loan secured by Volusia Mall as well as proceeds from the sale of Honey Creek Mall.

2019 Dispositions

The following is a summary of the Company's 2019 dispositions for which the fixed-rate loan secured by the mall was extinguished:

Transfer Date		Interest Rate at Repayment Date	Scheduled Maturity Date	Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property
January	Acadiana Mall (1)	5.67%	April 2017	$	119,760	$	61,795
January	Cary Towne Center (2)	4.00%	June 2018	43,716		9,927
				$	163,476	$	71,722

(1) The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property.

(2) The Company sold the mall for $31,500 and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven.

30

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including construction loans and lines of credit, are as follows: 

2019 (1)	$	139,396
2020	247,495
2021	548,799
2022	470,312
2023	1,268,787
2024	405,909
Thereafter	815,071
	3,895,769
Unamortized discounts	(10,340		)
Unamortized deferred financing costs	(19,490		)
Total mortgage and other indebtedness, net	$	3,865,939

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $139,396 of scheduled principal payments in 2019, $98,256 relates to the maturing principal balance of three operating property loans.

The Company’s mortgage and other indebtedness had a weighted-average maturity of 4.3 years as of June 30, 2019 and 3.7 years as of December 31, 2018.

Note 9 – Mortgage and Other Notes Receivable

Each of the Company’s mortgage notes receivable is collateralized by either a first mortgage, a second mortgage, or by an assignment of 100% of the partnership interests that own the real estate assets.  Other notes receivable include amounts due from tenants or government-sponsored districts and unsecured notes received from third parties as whole or partial consideration for property or investments.

Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
Columbia Place Outparcel	Feb 2022	5.00%	$	271	5.00%	$	283
One Park Place (1)	May 2022	5.00%	—		5.00%	783
Village Square (2)	Jul 2019	5.00%	1,130		4.00%	1,308
Other (3)	Dec 2016 - Jan 2047	4.90% - 9.50%	2,512		5.01% - 9.50%	2,510
			3,913			4,884
Other Notes Receivable:
ERMC	Sep 2021	4.00%	1,837		4.00%	2,183
Southwest Theaters LLC	Apr 2026	5.00%	576		5.00%	605
			2,413			2,788
			$	6,326		$	7,672

(1) The loan was retired in May 2019.

(2) The note was amended to extend the maturity date subsequent to June 30, 2019. See Note 15 for more information.

(3) Includes a $1,100 note with D'Iberville Promenade, LLC, with a maturity date of December 2016, that is in default. This is secured by the joint venture partner's interest in the joint venture.

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Note 10 – Segment Information

The Company measures performance and allocates resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Company’s segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues (2)	$	170,976		$	22,401		$	193,377
Property operating expenses (3)	(53,599		)	(3,379		)	(56,978		)
Interest expense	(21,556		)	(30,926		)	(52,482		)
Other expense	—			(34		)	(34		)
Gain on sales of real estate assets	2,478			3,049			5,527
Segment profit (loss)	$	98,299		$	(8,889	)	89,410
Depreciation and amortization expense							(64,478		)
General and administrative expense							(14,427		)
Interest and other income							356
Loss on impairment							(41,608		)
Income tax provision							(813		)
Equity in earnings of unconsolidated affiliates							1,872
Net loss							$	(29,688	)
Capital expenditures (4)	$	31,560		$	1,413		$	32,973

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues (2)	$	195,942		$	18,656		$	214,598
Property operating expenses (3)	(57,940		)	(4,102		)	(62,042		)
Interest expense	(25,962		)	(28,241		)	(54,203		)
Other expense	(35		)	(210		)	(245		)
Gain on sales of real estate assets	—			3,747			3,747
Segment profit (loss)	$	112,005		$	(10,150	)	101,855
Depreciation and amortization expense							(73,566		)
General and administrative expense							(13,490		)
Interest and other income							218
Loss on impairment							(51,983		)
Gain on investment							387
Income tax benefit							2,235
Equity in earnings of unconsolidated affiliates							4,368
Net loss							$	(29,976	)
Capital expenditures (4)	$	32,779		$	5,043		$	37,822

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Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues (2)	$	354,840		$	36,567		$	391,407
Property operating expenses (3)	(110,780		)	(7,873		)	(118,653		)
Interest expense	(44,746		)	(61,734		)	(106,480		)
Other expense	—			(34		)	(34		)
Gain on sales of real estate assets	2,478			3,277			5,755
Segment profit (loss)	$	201,792		$	(29,797	)	171,995
Depreciation and amortization expense							(134,270		)
General and administrative expense							(36,434		)
Litigation settlement expense							(88,150		)
Interest and other income							845
Gain on extinguishment of debt							71,722
Loss on impairment							(66,433		)
Income tax provision							(952		)
Equity in earnings of unconsolidated affiliates							5,180
Net loss							$	(76,497	)
Capital expenditures (4)	$	59,584		$	1,528		$	61,112

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues (2)	$	396,657		$	38,141		$	434,798
Property operating expenses (3)	(121,769		)	(8,126		)	(129,895		)
Interest expense	(51,736		)	(56,234		)	(107,970		)
Other expense	(84		)	(255		)	(339		)
Gain on sales of real estate assets	—			8,118			8,118
Segment profit (loss)	$	223,068		$	(18,356	)	204,712
Depreciation and amortization expense							(145,316		)
General and administrative expense							(31,794		)
Interest and other income							431
Loss on impairment							(70,044		)
Gain on investment							387
Income tax benefit							2,880
Equity in earnings of unconsolidated affiliates							8,107
Net loss							$	(30,637	)
Capital expenditures (4)	$	67,081		$	7,392		$	74,473

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	4,610,847	$	437,293	$	5,048,140
December 31, 2018	$	4,868,141	$	472,712	$	5,340,853

(1) The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management Company.

(2) Management, development and leasing fees are included in the All Other category. See Note 3 for information on the Company's revenues disaggregated by revenue source for each of the above segments.

(3) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(4) Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.

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Note 11 – Earnings per Share and Earnings per Unit

Earnings per Share of the Company

Basic earnings per share (“EPS”) is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potential dilutive common shares outstanding. The limited partners’ rights to convert their noncontrolling interests in the Operating Partnership into shares of common stock are not dilutive. There were no potential dilutive common shares and there were no anti-dilutive shares for the three and six month periods ended June 30, 2019.

Due to a net loss for the three and six month periods ended June 30, 2018, the computation of diluted EPS does not include contingently issuable shares due to their anti-dilutive nature. Had the Company reported net income for the three months ended June 30, 2018, the denominator for diluted EPS would have been 172,867, including 205 contingently issuable shares related to performance stock unit ("PSU") awards. Had the Company reported net income for the for the six months ended June 30, 2018, the denominator for diluted EPS would have been 172,715, including 411 contingently issuable shares related to PSU awards.

Earnings per Unit of the Operating Partnership

Basic earnings per unit (“EPU”) is computed by dividing net income (loss) attributable to common unitholders by the weighted-average number of common units outstanding for the period. Diluted EPU assumes the issuance of common units for all potential dilutive common units outstanding. There were no potential dilutive common units and there were no anti-dilutive units for the three and six month periods ended June 30, 2019.

Due to a net loss for the three and six month periods ended June 30, 2018, the computation of diluted EPU does not include contingently issuable units due to their anti-dilutive nature. Had the Operating Partnership reported net income for the three months ended June 30, 2018, the denominator for diluted EPU would have been 199,972, including 205 contingently issuable units related to PSU awards. Had the Operating Partnership reported net income for the for the six months ended June 30, 2018, the denominator for diluted EPU would have been 200,142, including 411 contingently issuable units related to PSU awards.

Note 12 – Contingencies

Litigation

In April 2019, the Company entered into a settlement agreement and release with respect to the class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The settlement agreement states that the Company is to set aside a common fund with a monetary and non-monetary value of $90,000 to be disbursed to class members in accordance with an agreed-upon formula that is based upon aggregate damages of $60,000. Class members will be comprised of past and current tenants at certain of the Company's shopping centers that it owns or formerly owned during the class period, which will extend from January 1, 2011 through the date of court preliminary approval. Class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges, beginning no earlier than January 1, 2020 and continuing for the following five years. Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Company, including tenants which have declared bankruptcy or declare bankruptcy over the relevant period, will first be deducted from the amounts owed to the Company. All attorney’s fees and associated costs to be paid to class counsel (up to a maximum of $28,000), any incentive award to the class representative (up to a maximum of $50), and class administration costs (which are expected to not exceed $100), will be funded by the common fund, but must be approved by the court. Under the terms of the settlement agreement, the Company will not pay any dividends to holders of its common shares payable in the third and fourth quarters of 2019. The settlement agreement does not restrict the Company's ability to declare dividends payable in 2020 or in subsequent years. The Company recorded an accrued liability and corresponding litigation settlement expense of $88,150 in the three months ended March 31, 2019 related to the settlement agreement.

The Company is currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better

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estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.    

Securities Litigation

The Company and certain of its officers and directors have been named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time.  The first such lawsuit, captioned Paskowitz v. CBL & Associates Properties, Inc., et al., 1:19-cv-00149-JRG-CHS, was filed on May 17, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between November 8, 2017 and March 26, 2019, inclusive.  The second such lawsuit, captioned Williams v. CBL & Associates Properties, Inc., et al., 1:19-cv-00181, was filed on June 21, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between April 29, 2016 and March 26, 2019, inclusive.  The third such lawsuit, captioned Merelles v. CBL & Associates Properties, Inc., et al., 1:19-CV-00193, was filed on July 2, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between July 29, 2014 and March 26, 2019.  The Court consolidated these cases on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00149-JRG-CHS. After plaintiff Laurence Paskowitz voluntarily dismissed his case on July 25, 2019, the Court re-consolidated the two remaining cases under the caption In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00181-JRG-CHS, on August 2, 2019. 

The complaints filed in the Securities Class Action Litigation allege violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s contingent liabilities, business, operations, and prospects during the periods of time specified above.  The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages sought.  The outcome of these legal proceedings cannot be predicted with certainty.

Certain of the Company’s current and former directors and officers have been named as defendants in three shareholder derivative lawsuits (collectively, the “Derivative Litigation”).  On June 4, 2019, a shareholder filed a putative derivative complaint captioned Robert Garfield v. Stephen D. Lebovitz et al., 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “Garfield Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors.  On June 24, 2019, another shareholder filed a putative derivative complaint captioned Robert Cohen v. Stephen D. Lebovitz et al., 1:19-cv-01185-LPS, also in the United States District Court for the District of Delaware (the “Cohen Derivative Action”), asserting substantially similar claims purportedly on behalf of the Company against similar defendants.  The Court consolidated the Garfield Derivative Action and the Cohen Derivative Action on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Derivative Litigation, 1:19-cv-01038-LPS, and on July 19, 2019, the parties jointly moved to stay the case pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation.  On July 22, 2019, another shareholder filed a putative derivative complaint captioned Shebitz v. Lebovitz et al., 1:19-cv-00213, in the United States District Court for the Eastern District of Tennessee, asserting substantially similar claims purportedly on behalf of the Company against similar defendants. On July 17, 2019, the Court consolidated the Garfield Derivative Action and the Cohen Derivative Action under the caption In re CBL & Associates Properties, Inc. Derivative Litigation, 1:19-cv-01038-LPS.  On July 25, 2019, the Court stayed these two actions pending resolution of an eventual motion to dismiss in the related Securities Class Action Litigation.

The complaints filed in the Derivative Litigation allege, among other things, breaches of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the federal securities laws.  The factual allegations upon which these claims are based are similar to the factual allegations made in the Securities Class Action Litigation, described above.  The complaints filed in the Derivative Litigation seek, among other things, unspecified damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures.  The outcome of these legal proceedings cannot be predicted with certainty.

The Company's insurance carriers have been placed on notice of these matters.

Environmental Contingencies

The Company evaluates potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such

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environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Company believes its maximum potential exposure to loss would not be material to its results of operations or financial condition.

The Company has a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Guarantees

The Operating Partnership may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on the Operating Partnership’s investment in the joint venture.

The Operating Partnership may receive a fee from the joint venture for providing the guaranty. Additionally, when the Operating Partnership issues a guaranty, the terms of the joint venture agreement typically provide that the Operating Partnership may receive indemnification from the joint venture partner or have the ability to increase its ownership interest. The guarantees expire upon repayment of the debt, unless noted otherwise.

The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018:

	As of June 30, 2019										Obligation Recorded to Reflect Guaranty
Unconsolidated Affiliate	Company's Ownership Interest	Outstanding Balance		Percentage Guaranteed by the Operating Partnership			Maximum Guaranteed Amount		Debt Maturity Date (1)		6/30/2019		12/31/2018
West Melbourne I, LLC - Phase I (2)	50%	$	40,197	50	%		$	20,099	Feb-2021		$	201	$	203
West Melbourne I, LLC - Phase II (2)	50%	15,827		50	%		7,914		Feb-2021		79		80
Port Orange I, LLC	50%	54,629		50	%		27,315		Feb-2021		273		280
Ambassador Infrastructure, LLC	65%	10,050		100	%		10,050		Aug-2020		101		106
Shoppes at Eagle Point, LLC	50%	35,189		35	%	(3)	12,740		Oct-2020	(4)	127		364
EastGate Storage, LLC	50%	6,000		50	%	(5)	3,000		Dec-2022		32		65
Self-Storage at Mid Rivers, LLC	50%	5,434		50	%	(6)	2,717		Apr-2023		30		60
Parkdale Self Storage, LLC	50%	—		100	%	(7)	6,500		Jul-2024		—		—
				Total guaranty liability							$	843	$	1,158

(1) Excludes any extension options.

(2) The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively.

(3) The guaranty is for a fixed amount of $12,740 throughout the term of the loan, including any extensions.

(4) The loan has one two-year extension option, at the joint venture's election, for an outside maturity date of October 2022.

(5) The guaranty was reduced to 50% once construction was completed during the second quarter of 2019. The guaranty may be further reduced to 25% once certain debt and operational metrics are met.

(6) The Company received a 1% fee for the guaranty when the loan was issued in April 2018. The guaranty was reduced to 50% once construction was completed during the second quarter of 2019. The guaranty may be further reduced to 25% once certain debt and operational metrics are met.

(7) Parkdale Self Storage, LLC, a 50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to $6,500 for the development of a climate controlled self-storage facility adjacent to Parkdale Mall in Beaumont, TX. The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% of the loan.

The Company has guaranteed the lease performance of York Town Center, LP ("YTC"), an unconsolidated affiliate in which the Company owns a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions

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in rent. The Company has guaranteed YTC’s performance under this agreement up to a maximum of $22,000, which decreases by $800 annually until the guaranteed amount is reduced to $10,000. The guaranty expires on December 31, 2020.  The maximum guaranteed obligation was $12,400 as of June 30, 2019.  The Company entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50% of any amounts it is obligated to fund under the guaranty.  The Company did not include an obligation for this guaranty because it determined that the fair value of the guaranty was not material as of June 30, 2019 and December 31, 2018.

Performance Bonds

The Company has issued various bonds that it would have to satisfy in the event of non-performance. The total amount outstanding on these bonds was $15,824 and $16,003 at June 30, 2019 and December 31, 2018, respectively. 

Note 13 – Share-Based Compensation

As of June 30, 2019, the Company has outstanding awards under the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan ("the 2012 Plan"), which was approved by the Company's shareholders in May 2012. The 2012 Plan permits the Company to issue stock options and common stock to selected officers, employees and non-employee directors of the Company up to a total of 10,400,000 shares. As the primary operating subsidiary of the Company, the Operating Partnership participates in and bears the compensation expense associated with the Company's share-based compensation plan.

Restricted Stock Awards

The Company may make restricted stock awards to independent directors, officers and its employees under the 2012 Plan. These awards are generally granted based on the performance of the Company and its employees. None of these awards have performance requirements other than a service condition of continued employment, unless otherwise provided. Compensation expense is recognized on a straight-line basis over the requisite service period.

Share-based compensation expense related to the restricted stock awards was $546 and $709 for the three months ended June 30, 2019 and 2018, respectively, and $2,259 and $2,476 for the six months ended June 30, 2019 and 2018, respectively. Share-based compensation cost capitalized as part of real estate assets was $27 and $102 for the three months ended June 30, 2019 and 2018, respectively, and $41 and $224 for the six months ended June 30, 2019 and 2018, respectively.

A summary of the status of the Company’s nonvested restricted stock awards as of June 30, 2019, and changes during the six months ended June 30, 2019, is presented below: 

	Shares		Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2019	875,497		$	7.99
Granted	855,681		$	2.23
Vested	(744,574	)	$	5.11
Forfeited	(8,158	)	$	6.29
Nonvested at June 30, 2019	978,446		$	5.16

As of June 30, 2019, there was $4,142 of total unrecognized compensation cost related to nonvested stock awards granted under the plans, which is expected to be recognized over a weighted-average period of 2.6 years.

Long-Term Incentive Program

In 2015, the Company adopted a long-term incentive program ("LTIP") for its named executive officers, which consists of performance stock unit ("PSU") awards and annual restricted stock awards, that may be issued under the 2012 Plan. The number of shares related to the PSU awards that each named executive officer may receive upon the conclusion of a three-year performance period is determined based on the Company's achievement of specified levels of long-term total stockholder return ("TSR") performance relative to the National Association of Real Estate Investment Trusts ("NAREIT") Retail Index, provided that at least a "Threshold" level must be attained for any shares to be earned.

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Beginning with the 2018 PSUs, two-thirds of the quantitative portion of the award over the performance period will be based on the achievement of TSR relative to the NAREIT Retail Index while the remaining one-third will be based on the achievement of absolute TSR metrics for the Company. To maintain compliance with the 200,000 share annual equity grant limit under the 2012 Plan, beginning with the 2018 PSU grant, to the extent that a grant of PSUs could result in the issuance of a number of shares of common stock at the conclusion of the performance period that, when coupled with the number of shares of time-vesting restricted stock granted in the same year the PSUs were granted, would exceed the annual limit, any such excess will be converted to a cash bonus award with a value equivalent to the number of shares of common stock constituting such excess times the average of the high and low trading prices reported for CBL's common stock on the date such shares would otherwise have been issuable. Any such portion of the value of the 2018 PSUs or the 2019 PSUs earned payable as a cash bonus will be subject to the same vesting provisions as the issuance of common stock pursuant to the PSUs and is not expected to be significant. In addition, to the extent any cash is to be paid, the cash will be paid first relative to the vesting schedule, ahead of the issuance of shares of common stock with respect to the balance of PSUs earned.

Annual Restricted Stock Awards

Under the LTIP, annual restricted stock awards consist of shares of time-vested restricted stock awarded based on a qualitative evaluation of the performance of the Company and the named executive officer during the fiscal year. Annual restricted stock awards under the LTIP, which are included in the totals reflected in the preceding table, vest 20% on the date of grant with the remainder vesting in four equal annual installments.

Performance Stock Units

A summary of the status of the Company’s PSU activity as of June 30, 2019, and changes during the six months ended June 30, 2019, is presented below: 

	PSUs	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2019	910,911	$	4.67
2019 PSUs granted (1)	1,103,537	$	2.40
Outstanding at June 30, 2019 (2)	2,014,448	$	3.42

(1) Includes 566,862 shares classified as a liability due to the potential cash component described above.

(2) None of the PSUs outstanding at June 30, 2019 were vested.

Shares earned pursuant to the PSU awards vest 60% at the conclusion of the performance period while the remaining 40% of the PSU award vests 20% on each of the first two anniversaries thereafter.

Compensation cost is recognized on a tranche-by-tranche basis using the accelerated attribution method. The resulting expense, for awards classified as equity, is recorded regardless of whether any PSU awards are earned as long as the required service period is met.

The fair value of the potential cash component related to the 2019 PSUs is measured at each reporting period, using the same methodology as was used at the initial grant date, and classified as a liability on the condensed consolidated balance sheet as of June 30, 2019 with an adjustment to compensation expense. If the performance criterion is not satisfied at the end of the performance period for the 2019 PSUs, previously recognized compensation expense related to the liability-classified awards would be reversed as there would be no value at the settlement date.

Share-based compensation expense related to the PSUs was $443 and $533 for the three months ended June 30, 2019 and 2018, respectively, and $869 and $952 for the six months ended June 30, 2019 and 2018, respectively. Unrecognized compensation costs related to the PSUs was $3,304 as of June 30, 2019, which is expected to be recognized over a weighted-average period of 4.0 years.

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The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs:

	2019 PSUs			2018 PSUs			2017 PSUs
Grant date	February 11, 2019			February 12, 2018			February 7, 2017
Fair value per share on valuation date (1)	$	4.74		$	4.76		$	6.86
Risk-free interest rate (2)	2.54		%	2.36		%	1.53		%
Expected share price volatility (3)	60.99		%	42.02		%	32.85		%

(1) The value of the PSU awards is estimated on the date of grant using a Monte Carlo simulation model. The valuation consists of computing the fair value using CBL's simulated stock price as well as TSR over a three-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2019 PSUs classified as equity consists of 357,800 shares at a fair value of $2.45 (which relate to relative TSR) and 178,875 shares at a fair value of $2.29 per share (which relate to absolute TSR). The weighted-average fair value per share related to the 2018 PSUs classified as equity consists of 240,164 shares at a fair value of $3.13 per share (which relate to relative TSR) and $120,064 shares at a fair value of $1.63 per share (which relate to absolute TSR).

(2) The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date, which is the respective grant date listed above.

(3) The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a three-year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money.     

Note 14 – Noncash Investing and Financing Activities

The Company’s noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Accrued dividends and distributions payable	$	2,420		$	41,656
Additions to real estate assets accrued but not yet paid	26,572			23,318
Conversion of Operating Partnership units for common stock	—			3,059
Lease liabilities arising from obtaining right-of-use assets	4,042			—
Deconsolidation upon contribution/assignment of interests in joint venture: (1)
Decrease in real estate assets	(566		)	(587		)
Increase in investment in unconsolidated affiliates	999			974
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,059		)	—
Decrease in mortgage and other indebtedness	124,111			—
Decrease in operating assets and liabilities	9,333			—
Decrease in intangible lease and other assets	(1,663		)	—

(1) See Note 7 for additional information.

Note 15 – Subsequent Events

In July 2019, the Company closed on the sale of the office building at 850 Greenbrier Circle, located in Chesapeake, VA. The property was sold for a gross price of $10,500.

In July 2019, the Company closed on the sale of a Kroger parcel at Foothills Plaza, located in Maryville, TN. The property was sold for a gross price of $2,350.

In July 2019, the Company closed on the sale of the Forum at Grandview, located in Madison, MS. The property was sold for a gross price of $31,750.

In July 2019, the Company closed on the sale of the Barnes & Noble parcel, located in High Point, NC. The property was sold for a gross price of $2,000.

In July 2019, the lender foreclosed on the loan secured by Triangle Town Center.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.    

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ITEM 2:  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and accompanying notes that are included in this Form 10-Q.  Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as defined in the notes to the condensed consolidated financial statements. In this discussion, the terms “we,” “us” and “our” refer to the Company or the Company and the Operating Partnership collectively, as the text requires.

Certain statements made in this section or elsewhere in this report may be deemed “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical fact should be considered to be forward-looking statements. In many cases, these forward-looking statements may be identified by the use of words such as “will,” “may,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions.  Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this report.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained.  It is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties.  In addition to the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018, such known risks and uncertainties include, without limitation:

• general industry, economic and business conditions;

• interest rate fluctuations;

• costs and availability of capital, including debt, and capital requirements;

• costs and availability of real estate;

• inability to consummate acquisition opportunities and other risks associated with acquisitions;

• competition from other companies and retail formats;

• changes in retail demand and rental rates in our markets;

• shifts in customer demands including the impact of online shopping;

• tenant bankruptcies or store closings;

• changes in vacancy rates at our properties;

• changes in operating expenses;

• changes in applicable laws, rules and regulations;

• sales of real property;

• cyber-attacks or acts of cyber-terrorism;

• changes in the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness;

• the ability to obtain suitable equity and/or debt financing and the continued availability of financing, in the amounts and on the terms necessary to support our future refinancing requirements and business; and

• other risks referenced from time to time in filings with the SEC and those factors listed or incorporated by reference into this report.

This list of risks and uncertainties is only a summary and is not intended to be exhaustive.  We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information. 

EXECUTIVE OVERVIEW

We are a self-managed, self-administered, fully integrated REIT that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. See Note 1 to the condensed

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consolidated financial statements for information on our property interests as of June 30, 2019. We have elected to be taxed as a REIT for federal income tax purposes.

We had a net loss for the three and six months ended June 30, 2019 of $(29.7) million and $(76.5) million, respectively, compared to a net loss for the three and six months ended June 30, 2018 of $(30.0) million and $(30.6) million, respectively. We recorded a net loss attributable to common shareholders for the three and six months ended June 30, 2019 of $(35.4) million and $(85.6) million, respectively, compared to a net loss for the three and six months ended June 30, 2018 of $(35.0) million and $(45.3) million, respectively. For the three month period, earnings from Comparable Properties (defined below) were down primarily due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared bankruptcy in 2018 and 2019. This decline was offset by a lower loss on impairment as compared to the prior period. The decline for the six month period was primarily due to lower earnings from Comparable Properties (defined below) due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared bankruptcy in 2018 and 2019. Also contributing to the decline was the litigation settlement expense of $88.2 million that was recognized in the first quarter of 2019, which was partially offset by gains on extinguishment of debt of $71.7 million that were also recorded in the first quarter of 2019.

During the second quarter, Ascena announced that it would be closing all its dressbarn stores at the end of 2019. We have 12 dressbarn stores in our portfolio that account for $1.3 million in annual rents. Additionally, Charming Charlie announced that it was closing all of its stores August 31, 2019. We have 11 stores in our portfolio that account for $0.9 million in annual rents.

Quarterly results were in-line with our expectations. Lease spreads improved and same-center sales increased over 4% during the second quarter.  We have 24 replacements committed, under construction or open for the 40 closed anchors in our portfolio, demonstrating tremendous progress on our anchor replacement program. This program will help stabilize our income as we replace lost revenues, mitigate co-tenancy exposure and deliver new uses that drive traffic and strengthen the entire property.  See the "Liquidity and Capital Resources" section for information on our development, expansion and redevelopment projects as of June 30, 2019.

We continue to strengthen our balance sheet by extending our maturity schedule. In January 2019, we replaced all of our unsecured lines of credit and unsecured term loans with a new $1.185 billion secured credit facility, which is comprised of a $685.0 million line of credit and a fully funded $500.0 million term loan. With this closing, we have addressed our significant debt maturities for 2019 and have addressed all of our unsecured debt maturities until 2023. See "Liquidity and Capital Resources" for more information on financing activity.

In March 2019, our Board of Directors approved the structure of a settlement in a class action lawsuit. We have denied, and continue to deny, any wrongdoing and believe that our actions at all times have been proper and lawful. However, given the class certification, the accelerated trial schedule, the inherent risk of any trial, and the potential cost of an adverse resolution of the litigation, we believed that a settlement was in the Company's best interest and in the best interests of our shareholders. We recognized litigation settlement expense of $88.2 million during the first quarter as a result of the settlement. See Note 12 to the condensed consolidated financial statements for more information.

We continue to capitalize on opportunities to raise attractively priced capital from non-core assets, as evidenced by the $120.0 million in gross asset sales that have been completed year-to-date. This combined with our estimated free cash flow of over $200.0 million provides liquidity to invest in our redevelopment program.

Same-center NOI and FFO are non-GAAP measures. For a description of same-center NOI, a reconciliation from net income (loss) to same-center NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Same-center Net Operating Income in “Results of Operations.” For a description of FFO, a reconciliation from net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders, and an explanation of why we believe this is a useful performance measure, see "Non-GAAP Measure - Funds from Operations."

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RESULTS OF OPERATIONS

Properties that were in operation for the entire year during 2018 and the six months ended June 30, 2019 are referred to as the “Comparable Properties.”  Since January 1, 2018, we have opened two self-storage facilities and one community center as follows: 

Property	Location	Date Opened
EastGate Mall - CubeSmart Self-storage (1)	Cincinnati, OH	September 2018
The Shoppes at Eagle Point (1)	Cookeville, TN	November 2018
Mid Rivers Mall - CubeSmart Self-storage (1)	St. Peters, MO	January 2019

(1) Each of these properties is owned by a 50/50 joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying condensed consolidated statements of operations.    

Non-core properties are defined as Excluded Malls - see definition that follows under "Operational Review."

Comparison of the Three Months Ended June 30, 2019 to the Three Months Ended June 30, 2018

Revenues

	Total for the Three Months Ended June 30,							Comparable Properties
	2019		2018		Change			Core			Non-core			Dispositions			Change
Rental revenues	$	185,393	$	207,568	$	(22,175	)	$	(12,083	)	$	(342	)	$	(9,750	)	$	(22,175	)
Management, development and leasing fees	2,586		2,643		(57		)	(57		)	—			—			(57		)
Other	5,398		4,387		1,011			$	1,094		47			(130		)	1,011
Total revenues	$	193,377	$	214,598	$	(21,221	)	$	(11,046	)	$	(295	)	$	(9,880	)	$	(21,221	)

Rental revenues from the Comparable Properties declined primarily due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared bankruptcy in 2018 and 2019.

Operating Expenses

	Total for the Three Months Ended June 30,									Comparable Properties
	2019			2018			Change			Core			Non-core			Dispositions		Change
Property operating	$	(26,532	)	$	(29,527	)	$	2,995		$	1,232		$	27		$	1,736	$	2,995
Real estate taxes	(19,148		)	(20,456		)	1,308			869			(12		)	451		1,308
Maintenance and repairs	(11,298		)	(12,059		)	761			2			8			751		761
Property operating expenses	(56,978		)	(62,042		)	5,064			2,103			23			2,938		5,064
Depreciation and amortization	(64,478		)	(73,566		)	9,088			4,358			1,501			3,229		9,088
General and administrative	(14,427		)	(13,490		)	(937		)	(937		)	—			—		(937		)
Loss on impairment	(41,608		)	(51,983		)	10,375			(38,136		)	(3,762		)	52,273		10,375
Other	(34		)	(245		)	211			211			—			—		211
Total operating expenses	$	(177,525	)	$	(201,326	)	$	23,801		$	(32,401	)	$	(2,238	)	$	58,440	$	23,801

Property operating expenses at the Comparable Properties decreased primarily due to a change in the classification of bad debt expense as a result of the adoption of ASC 842 effective January 1, 2019. Bad debt expense of $0.7 million was included in property operating expenses for the three months ended June 30, 2018; however, beginning January 1, 2019, rental revenues that are estimated to be uncollectable are reflected as a decrease in rental revenues. For the three months ended June 30, 2019, we recognized $0.2 million as a reduction to rental revenues for amounts that are estimated to be uncollectable, all of which was related to the Comparable Properties. The remaining decrease in property operating expenses of the Comparable Properties was primarily due to lower utilities, security and payroll expenses. Real estate tax expense declined as a number of the Comparable Properties experienced reductions in real estate taxes in their respective markets. Maintenance and repairs expenses decreased primarily due to lower janitorial costs partially offset by an increase in snow removal costs at certain properties.

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The $5.9 million decrease in depreciation and amortization expense related to the Comparable Properties primarily relates to a decrease in write-offs of tenant improvements and intangible lease assets related to store closings in the prior year period, as well as store closures since June 30, 2018.

General and administrative expenses increased primarily due to no longer capitalizing the cost of leasing personnel for development projects as a result of adopting the new leasing standard in 2019 and legal costs, which were partially offset by reductions in salary and stock compensation costs.

In the second quarter of 2019, we recognized $41.6 million of loss on impairment of real estate to write down the book value of one mall and one community center. In the second quarter of 2018, we recognized a $52.0 million loss on impairment of real estate to write down the book value of a mall. See Note 5 to the condensed consolidated financial statements for more information.

Other Income and Expenses

Interest expense decreased $1.7 million for the three months ended June 30, 2019 compared to the prior-year period. The decrease was primarily due to a $2.8 million decrease in property-level interest expense due to the dispositions in January 2019 of Acadiana Mall and Cary Town Center, which were encumbered by non-recourse mortgage loans. This decrease was partially offset by an increase in corporate-level interest expense due to higher variable rates on our corporate-level debt as compared to the prior-year quarter, partially related to the higher interest rate spread under our new credit facility as compared with the prior, as well as increases in LIBOR.

Equity in earnings of unconsolidated affiliates decreased by $2.5 million during the three months ended June 30, 2019 compared to the prior-year period. The decrease was primarily due to gains on two outparcel sales at unconsolidated affiliates in the prior-year period and decreases in rental revenues at several malls primarily due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants in bankruptcy.

During the three months ended June 30, 2019, we recognized $5.5 million of gain on sales of real estate assets primarily related the sale of a center, a hotel and an outparcel. During the three months ended June 30, 2018, we recognized $3.7 million of gain on sales of real estate assets related to the sale of two outparcels.

Comparison of the Six Months Ended June 30, 2019 to the Six Months Ended June 30, 2018

Revenues

	Total for the Six Months Ended June 30,							Comparable Properties
	2019		2018		Change			Core			Non-core			Dispositions			Change
Rental revenues	$	376,373	$	420,297	$	(43,924	)	$	(26,583	)	$	(263	)	$	(17,078	)	$	(43,924	)
Management, development and leasing fees	5,109		5,364		(255		)	(255		)	—			—			(255		)
Other	9,925		9,137		788			$	846		62			(120		)	788
Total revenues	$	391,407	$	434,798	$	(43,391	)	$	(25,992	)	$	(201	)	$	(17,198	)	$	(43,391	)

Rental revenues from the Comparable Properties declined primarily due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared bankruptcy in 2018 and 2019.

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Operating Expenses

	Total for the Six Months Ended June 30,									Comparable Properties
	2019			2018			Change			Core			Non-core			Dispositions		Change
Property operating	$	(55,512	)	$	(62,353	)	$	6,841		$	4,093		$	46		$	2,702	$	6,841
Real estate taxes	(39,067		)	(42,304		)	3,237			2,425			(9		)	821		3,237
Maintenance and repairs	(24,074		)	(25,238		)	1,164			(306		)	191			1,279		1,164
Property operating expenses	(118,653		)	(129,895		)	11,242			6,212			228			4,802		11,242
Depreciation and amortization	(134,270		)	(145,316		)	11,046			4,588			(315		)	6,773		11,046
General and administrative	(36,434		)	(31,794		)	(4,640		)	(4,640		)	—			—		(4,640		)
Loss on impairment	(66,433		)	(70,044		)	3,611			(38,137		)	(26,532		)	68,280		3,611
Litigation settlement	(88,150		)	—			(88,150		)	(88,150		)	—			—		(88,150		)
Other	(34		)	(339		)	305			305			—			—		305
Total operating expenses	$	(443,974	)	$	(377,388	)	$	(66,586	)	$	(119,822	)	$	(26,619	)	$	79,855	$	(66,586	)

Property operating expenses at the Comparable Properties decreased primarily due to a change in the classification of bad debt expense as a result of the adoption of ASC 842 effective January 1, 2019. Bad debt expense of $2.7 million was included in property operating expenses for the six months ended June 30, 2018; however, beginning January 1, 2019, rental revenues that are estimated to be uncollectable are reflected as a decrease in rental revenues. For the six months ended June 30, 2019, we recognized $1.7 million as a reduction to rental revenues for amounts that are estimated to be uncollectable, substantially all of which was related to the Comparable Properties. The remaining decrease in property operating expenses of the Comparable Properties was primarily due to lower utilities, security, marketing and payroll expenses. Real estate tax expense declined as a number of the Comparable Properties experienced reductions in real estate taxes in their respective markets. Maintenance and repairs expenses increased slightly primarily due to higher snow removal and repair expenses, partially offset by lower janitorial costs.

The $4.3 million decrease in depreciation and amortization expense related to the Comparable Properties primarily relates to a decrease due to write-offs of tenant improvements and intangible lease assets related to store closings in the prior year period, as well as store closures since June 30, 2018.

General and administrative expenses increased primarily due to higher legal expense related to litigation and no longer capitalizing the cost of leasing personnel for development projects as a result of adopting the new leasing standard in 2019, which were partially offset by reductions in salary and stock compensation costs.

For the six months ended June 30, 2019, we recognized $66.4 million of loss on impairment of real estate to write down the book value of three malls and one community center. In 2018, we recognized a $70.0 million loss on impairment of real estate to write down the book value of two malls. See Note 5 to the condensed consolidated financial statements for more information.

For the six months ended June 30, 2019, we recognized $88.2 million of litigation settlement expense related to the proposed settlement of a class action lawsuit. See Note 12 to the condensed consolidated financial statements for more information.

Other Income and Expenses

Interest expense decreased $1.5 million for the six months ended June 30, 2019 compared to the prior-year period. The decrease was primarily due to a $5.6 million decrease in property-level interest expense due to the dispositions in January 2019 of Acadiana Mall and Cary Town Center, which were encumbered by non-recourse mortgage loans, and a paydown in May 2019 of a portion of the loan that is secured by The Outlet Shoppes at Laredo. This decrease was partially offset by an increase of $4.1 million in corporate-level interest expense due to higher variable rates on our corporate-level debt as compared to the prior-year quarter, partially related to the higher interest rate spread under our new credit facility as compared with the previous credit facility, as well as increases in LIBOR.

During the six months ended June 30, 2019, we recorded $71.7 million of gain on extinguishment of debt related to two malls. We transferred Acadiana Mall to the lender in satisfaction of the non-recourse debt secured by the property. We sold Cary Towne Center and used the net proceeds from the sale to satisfy a portion of the non-recourse loan that secured the property and the remaining principal balance was forgiven.

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Equity in earnings of unconsolidated affiliates decreased by $2.9 million during the six months ended June 30, 2019 compared to the prior-year period. The decrease was primarily due to gains on two outparcel sales at unconsolidated affiliates in the prior-year period and decreases in rental revenues at several malls primarily due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants in bankruptcy.

During the six months ended June 30, 2019, we recognized $5.8 million of gain on sales of real estate assets primarily related to the sale of a center, a hotel and an outparcel. During the six months ended June 30, 2018, we recognized $8.1 million of gain on sales of real estate assets primarily related to the sale of a community center and five outparcels.

Non-GAAP Measure

Same-center Net Operating Income

NOI is a supplemental non-GAAP measure of the operating performance of our shopping centers and other properties. We define NOI as property operating revenues (rental revenues and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).

We compute NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties. We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. Our definition of NOI may be different than that used by other companies, and accordingly, our calculation of NOI may not be comparable to that of other companies.

Since NOI includes only those revenues and expenses related to the operations of our shopping center properties, we believe that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on our results of operations. Our calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets in order to enhance the comparability of results from one period to another.

We include a property in our same-center pool when we have owned all or a portion of the property since January 1 of the preceding calendar year and it has been in operation for both the entire preceding calendar year and current year-to-date period. New properties are excluded from same-center NOI until they meet these criteria. Properties excluded from the same-center pool that would otherwise meet these criteria are properties which are being repositioned or properties where we are considering alternatives for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender and those in which we own a noncontrolling interest of 25% or less. Triangle Town Center, Hickory Point Mall and Greenbrier Mall were classified as Lender Malls at June 30, 2019.

Due to the exclusions noted above, same-center NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss). A reconciliation of our same-center NOI to net loss for the three and six month periods ended June 30, 2019 and 2018 is as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Net loss	$	(29,688	)	$	(29,976	)	$	(76,497	)	$	(30,637	)
Adjustments: (1)
Depreciation and amortization	73,292			81,782			151,593			161,767
Interest expense	57,351			58,361			116,153			116,231
Abandoned projects expense	34			245			34			339
Gain on sales of real estate assets	(5,524		)	(4,339		)	(6,382		)	(8,710		)
Gain on investment	—			(387		)	—			(387		)
Gain on extinguishment of debt	—			—			(71,722		)	—
Loss on impairment	41,608			51,983			66,433			70,044
Litigation settlement	—			—			88,150			—

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	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Income tax (benefit) provision	813			(2,235		)	952			(2,880		)
Lease termination fees	(1,073		)	(2,744		)	(2,090		)	(9,005		)
Straight-line rent and above- and below-market lease amortization	(1,408		)	(662		)	(2,453		)	2,166
Net loss attributable to noncontrolling interests in other consolidated subsidiaries	57			494			132			393
General and administrative expenses	14,427			13,490			36,434			31,794
Management fees and non-property level revenues	(4,118		)	(3,632		)	(6,784		)	(7,481		)
Operating Partnership's share of property NOI	145,771			162,380			293,953			323,634
Non-comparable NOI	(2,799		)	(10,714		)	(8,583		)	(22,205		)
Total same-center NOI	$	142,972		$	151,666		$	285,370		$	301,429

(1) Adjustments are based on our Operating Partnership's pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated properties.

Same-center NOI decreased 5.7% for the three months ended June 30, 2019 as compared to the prior-year period. The $8.7 million decrease for the three month period ended June 30, 2019 compared to the same period in 2018 primarily consisted of an $11.5 million decrease in revenues offset by a $2.8 million decline in operating expenses. Rental revenues declined $15.4 million during the quarter primarily due to the impact of store closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared bankruptcy. The $2.8 million decrease in operating expenses includes a decrease in real estate tax expenses of $1.1 million.

Same-center NOI decreased 5.3% for the six months ended June 30, 2019 as compared to the prior-year period. The $16.1 million decrease for the six month period ended June 30, 2019 compared to the same period in 2018 primarily consisted of a $24.5 million decrease in revenues partially offset by an $8.4 million decline in operating expenses. Rental revenues declined $28.5 million during the quarter primarily due to the impact of store closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared bankruptcy. The decrease in rental revenues includes the impact of $1.7 million of uncollectable revenues, which was formerly described as bad debt expense that was included in property operating expense in the prior-year period. The $8.4 million decrease in operating expenses was primarily driven by bad debt expense of $2.9 million in the prior-year period. Maintenance and repair expenses decreased $0.6 million and real estate tax expenses decreased $2.9 million.

Operational Review

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rents in the fourth quarter. Additionally, the malls earn most of their rents from short-term tenants during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

We classify our regional malls into three categories:

(1) Stabilized Malls – Malls that have completed their initial lease-up and have been open for more than three complete calendar years.

(2) Non-stabilized Malls - Malls that are in their initial lease-up phase. After three complete calendar years of operation, they are reclassified on January 1 of the fourth calendar year to the stabilized mall category. The Outlet Shoppes at Laredo was classified as a non-stabilized mall as of June 30, 2019 and 2018.

(3) Excluded Malls - We exclude malls from our core portfolio if they fall in one of the following categories, for which operational metrics are excluded:

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a. Lender Malls - Malls for which we are working or intend to work with the lender on a restructure of the terms of the loan secured by the property or convey the secured property to the lender. Triangle Town Center, Hickory Point Mall and Greenbrier Mall were classified as Lender Malls as of June 30, 2019, and Acadiana Mall and Cary Towne Center were classified as a Lender Mall as of June 30, 2018. Lender Malls are excluded from our same-center pool as decisions made while in discussions with the lender may lead to metrics that do not provide relevant information related to the condition of these properties or they may be under cash management agreements with the respective servicers.

b. Repositioning Malls - Malls that are currently being repositioned or where we have determined that the current format of the mall no longer represents the best use of the mall and we are in the process of evaluating alternative strategies for the mall. This may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the mall, we may determine that the mall no longer meets our criteria for long-term investment. The steps taken to reposition these malls, such as signing tenants to short-term leases, which are not included in occupancy percentages, or leasing to regional or local tenants, which typically do not report sales, may lead to metrics which do not provide relevant information related to the condition of these malls. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude Repositioning Malls. There were no malls classified as Repositioning Malls as of June 30, 2019. Hickory Point Mall was classified as a Repositioning Mall as of June 30, 2018.

c. Minority Interest Malls - Malls in which we have a 25% or less ownership interest. There were no malls classified as Minority Interest Malls as of June 30, 2019. Triangle Town Center was classified as a Minority Interest Mall as of June 30, 2018.

We derive the majority of our revenues from the mall properties. The sources of our revenues by property type were as follows: 

	Six Months Ended June 30,
	2019	2018
Malls	88.4%	91.2%
Other properties	11.6%	8.8%

Mall Store Sales

Mall store sales include reporting mall tenants of 10,000 square feet or less for stabilized malls and exclude license agreements, which are retail contracts that are temporary or short-term in nature and generally last more than three months but less than twelve months. The following is a comparison of our same-center sales per square foot:

	Twelve Months Ended June 30,
	2019	2018	% Change
Stabilized mall same-center sales per square foot	$381	$378	0.8%
Stabilized mall sales per square foot	$381	$376	1.3%

Sales for the second quarter were positive. Categories that performed well included fast casual dining, electronics, children’s and family shoes, cosmetics and wellness.

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Occupancy

Our portfolio occupancy is summarized in the following table ⁽¹⁾:  

	As of June 30,
	2019	2018
Total portfolio	90.2%	91.1%
Malls:
Total mall portfolio	88.1%	89.2%
Same-center malls	88.1%	89.4%
Stabilized malls	88.3%	89.5%
Non-stabilized malls (2)	78.0%	71.9%
Other properties:	97.0%	97.2%
Associated centers	96.3%	97.9%
Community centers	97.6%	96.9%

(1) As noted above, excluded properties are not included in occupancy metrics. Occupancy for malls represents percentage of mall store gross leasable area occupied under 20,000 square feet. Occupancy for other properties represents percentage of gross leasable area occupied.

(2) Represents occupancy for The Outlet Shoppes at Laredo as of June 30, 2019 and 2018.

Bankruptcy-related store closures impacted second quarter occupancy by approximately 322 basis points or 570,000 square feet. See Leasing below for an update on our progress in replacing these stores.

Leasing

The following is a summary of the total square feet of leases signed in the three and six month periods ended June 30, 2019:

	Three Months Ended June 30,		Six Months Ended June 30,
	2019	2018	2019	2018
Operating portfolio:
New leases	256,648	366,697	528,461	608,136
Renewal leases	461,251	463,470	1,153,378	1,316,951
Development portfolio:
New leases	54,702	19,054	204,439	103,658
Total leased	772,601	849,221	1,886,278	2,028,745

Average annual base rents per square foot are based on contractual rents in effect as of June 30, 2019 and 2018, including the impact of any rent concessions. Average annual base rents per square foot for comparable small shop space of less than 10,000 square feet were as follows for each property type ⁽¹⁾: 

	As of June 30,
	2019		2018
Malls:	$	32.38	$	32.56
Same-center stabilized malls	32.48		32.85
Stabilized malls	32.48		32.64
Non-stabilized malls (2)	24.65		25.71
Other properties:	15.36		15.15
Associated centers	13.85		13.74
Community centers	16.65		16.15
Office buildings	17.94		18.64

(1) As noted above, excluded properties are not included. Average base rents for associated centers, community centers and office buildings include all leased space, regardless of size.

(2) Represents average annual base rents for The Outlet Shoppes at Laredo as of June 30, 2019 and 2018.

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Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the three and six month periods ended June 30, 2019 for spaces that were previously occupied, based on the contractual terms of the related leases inclusive of the impact of any rent concessions, are as follows: 

Property Type	Square Feet	Prior Gross Rent PSF		New Initial Gross Rent PSF		% Change Initial		New Average Gross Rent PSF (1)		% Change Average
Quarter:
All Property Types (2)	413,879	$	36.40	$	34.65	(4.8	)%	$	35.19	(3.3	)%
Stabilized malls	384,947	36.77		34.84		(5.2	)%	35.38		(3.8	)%
New leases	46,105	44.49		41.95		(5.7	)%	43.88		(1.4	)%
Renewal leases	338,842	35.72		33.87		(5.2	)%	34.23		(4.2	)%
Year-to-Date:
All Property Types (2)	982,593	$	37.84	$	34.59	(8.6	)%	$	35.18	(7.0	)%
Stabilized malls	881,945	38.82		35.47		(8.6	)%	36.07		(7.1	)%
New leases	93,845	50.08		49.95		(0.3	)%	52.39		4.6	%
Renewal leases	788,100	37.48		33.75		(10.0	)%	34.12		(9.0	)%

(1) Average gross rent does not incorporate allowable future increases for recoverable common area expenses.

(2) Includes stabilized malls, associated centers, community centers and office buildings.

Spreads on new leases for stabilized malls declined 1.4% and renewal leases were signed at an average of 4.2% lower than the expiring rent. This quarter’s results demonstrate a significant improvement from recent past quarters.

New and renewal leasing activity of comparable small shop space of less than 10,000 square feet based on the lease commencement date is as follows:

	Number of Leases	Square Feet	Term (in years)	Initial Rent PSF		Average Rent PSF		Expiring Rent PSF		Initial Rent Spread					Average Rent Spread
Commencement 2019:
New	74	154,606	7.25	$	46.50	$	48.96	$	46.76	$	(0.26	)	(0.6	)%	$	2.20		4.7	%
Renewal	426	1,380,899	2.67	30.08		30.31		34.43		(4.35		)	(12.6	)%	(4.12		)	(12.0	)%
Commencement 2019 Total	500	1,535,505	3.35	31.74		32.19		35.67		(3.93		)	(11.0	)%	(3.48		)	(9.8	)%
Commencement 2020:
New	3	4,651	6.33	85.71		90.94		85.20		0.51			0.6	%	5.74			6.7	%
Renewal	49	136,656	3.71	41.03		41.93		40.34		0.69			1.7	%	1.59			3.9	%
Commencement 2020 Total	52	141,307	3.86	42.50		43.54		41.81		0.69			1.7	%	1.73			4.1	%
Total 2019/2020	552	1,676,812	3.40	$	32.64	$	33.14	$	36.19	$	(3.55	)	(9.8	)%	$	(3.05	)	(8.4	)%

We are successfully diversifying the tenant mix with 86% of new mall leasing and 64% of our total mall leasing this year signed with non-apparel tenants. We are currently under construction, have agreements executed or are in active negotiation on three multi-family projects, 14 entertainment operators, including two casinos, 9 hotels, 35 restaurants, four fitness centers, six medical uses, two self-storage facilities, two grocers and a number of other non-retail uses. We are making great progress replacing vacant anchors with two dozen locations committed including eight already open and another six set to open later this year. Beyond this we have active negotiations or LOIs for several others.  Anchor replacements such as the Live! Casino at Westmoreland Mall and Shoprite Supermarket at Stroud Mall are tangible examples of how we are transforming our centers with minimal cash investment.

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LIQUIDITY AND CAPITAL RESOURCES    

As of June 30, 2019, we had $383.1 million outstanding on our secured credit facility leaving $301.9 million of availability, after considering outstanding letters of credit of $4.8 million, as well as unrestricted cash and cash equivalents of $20.5 million. Our total pro rata share of debt at June 30, 2019 was $4.4 billion. Our consolidated unencumbered properties generated approximately 26.8% of total consolidated NOI for the six months ended June 30, 2019 (excluding dispositions and Excluded Malls).

In April 2019, the loan secured by Volusia Mall was refinanced to increase the principal balance to $50.0 million. In addition, the maturity date was extended to April 2024 and the fixed interest rate was reduced from 8.00% to 4.56%. The net proceeds from the new loan were used to retire the $41.0 million existing loan. During the three months ended June 30, 2019, we sold three properties for a total gross sales price of $32.2 million. The excess sales proceeds were used to reduce the outstanding balance on our secured line of credit, and the portion of those proceeds from the Honey Creek Mall sale were combined with the net proceeds from the refinancing of the loan secured by Volusia Mall to retire the $23.5 million loan secured by Honey Creek Mall (See Note 6 for additional information on dispositions). In May 2019, we exercised an option to extend the loan secured by The Outlet Shoppes at Laredo to May 2021. In conjunction with the amendment, a payment of $10.8 million was made to reduce the outstanding balance of the loan to $43.0 million. The noncontrolling interest partner in The Outlet Shoppes at Laredo joint venture funded its 35% share of the $10.8 million payment. We also formed a new 50/50 joint venture to develop a self-storage facility adjacent to Parkdale Mall and closed in May 2019 on a five-year $6.5 million construction loan which bears interest at the greater of 5.25% or LIBOR plus 2.80% to fund the project.

Subsequent to June 30, 2019, we sold the 850 Greenbrier Circle office building, the Barnes & Noble parcel in High Point, NC, the Kroger parcel at Foothills Plaza and the Forum at Grandview in Madison, MS, for a total gross price of $46.6 million (See Note 15 for additional information).

In April 2019, we entered into a settlement agreement and release with respect to a class action lawsuit. Under the terms of the settlement agreement, we will not pay any dividends to holders of our common shares payable in the third and fourth quarters of 2019. The settlement agreement does not restrict our ability to declare dividends payable in 2020 or in subsequent years. See Note 12 to the condensed consolidated financial statements for more information related to the settlement.

We derive a majority of our revenues from leases with retail tenants, which have historically been the primary source for funding short-term liquidity and capital needs such as operating expenses, debt service, tenant construction allowances, recurring capital expenditures, dividends and distributions. We believe that the combination of cash flows generated from our operations, combined with our debt and equity sources and the availability under our credit facilities and proceeds from dispositions will, for the foreseeable future, provide adequate liquidity to meet our cash needs.  In addition to these factors, we have options available to us to generate additional liquidity, including but not limited to, debt and equity offerings, joint venture investments, issuances of noncontrolling interests in our Operating Partnership, and decreasing expenditures related to tenant construction allowances and other capital expenditures. We also generate revenues from sales of peripheral land at our properties and from sales of real estate assets when it is determined that we can realize an optimal value for the assets.

Cash Flows - Operating, Investing and Financing Activities

There was $45.5 million of cash, cash equivalents and restricted cash as of June 30, 2019, a decrease of $12.0 million from December 31, 2018. Of this amount, $20.5 million was unrestricted cash and cash equivalents as of June 30, 2019.

Our net cash flows are summarized as follows (in thousands):

	Six Months Ended June 30,
	2019			2018			Change
Net cash provided by operating activities	$	126,032		$	179,882		$	(53,850	)
Net cash provided by (used in) investing activities	27,104			(22,837		)	49,941
Net cash used in financing activities	(165,132		)	(164,706		)	(426		)
Net cash flows	$	(11,996	)	$	(7,661	)	$	(4,335	)

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Cash Provided by Operating Activities

Cash provided by operating activities decreased $53.9 million primarily due to a decline in rental revenues related to store closures and rent concessions for tenants with high occupancy cost levels, including tenants in bankruptcy, and the disposition of two malls, two community centers and a hotel since June 30, 2018.

Cash Provided by (Used in) Investing Activities

Cash flows provided by investing activities increased $49.9 million compared to the prior year. The cash inflow for 2019 was primarily related to a greater amount of proceeds from sales in the current period combined with less cash paid for capital expenditures as we continue to focus on controlling such expenditures. These increases were partially offset by a lower amount of distributions from unconsolidated affiliates in 2019 as we received a distribution from an unconsolidated affiliate in 2018 related to excess proceeds from the refinancing of a mortgage loan.

Cash Used in Financing Activities

Cash flows used in financing activities decreased $0.4 million in 2019 compared to the prior year. Although the reduction in our common stock dividend resulted in savings of $48.6 million in dividends and distributions paid to common shareholders and the noncontrolling interest holders in the Operating Partnership, this was offset by the additional $32.6 million of principal payments on debt and the payment of $15.4 million of deferred financing costs, which were mostly related to our new secured credit facility.

Debt

Debt of the Company

CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all of our debt. CBL is a limited guarantor of the Notes, as described in Note 8 to the condensed consolidated financial statements, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. We also provide a similar limited guarantee of the Operating Partnership's obligations with respect to our secured credit facility as of June 30, 2019.

Debt of the Operating Partnership

The following tables summarize debt based on our pro rata ownership share, including our pro rata share of unconsolidated affiliates and excluding noncontrolling investors’ share of consolidated properties, because we believe this provides investors and lenders a clearer understanding of our total debt obligations and liquidity (in thousands):

June 30, 2019	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates			Total			Weighted- Average Interest Rate (1)
Fixed-rate debt:
Non-recourse loans on operating properties (2)	$	1,581,780		$	(93,450	)	$	534,779		$	2,023,109		4.89%
Recourse loan on operating property (3)	—			—			10,050			10,050			3.74%
Senior unsecured notes due 2023 (4)	447,656			—			—			447,656			5.25%
Senior unsecured notes due 2024 (5)	299,956			—			—			299,956			4.60%
Senior unsecured notes due 2026 (6)	617,048			—			—			617,048			5.95%
Total fixed-rate debt	2,946,440			(93,450		)	544,829			3,397,819			5.10%
Variable-rate debt:
Recourse loans on operating properties	56,721			—			79,251			135,972			4.93%
Construction loans	16,684			—						16,684			5.33%
Secured line of credit (7)	383,084			—			—			383,084			4.69%
Secured term loan (7)	482,500			—			—			482,500			4.69%
Total variable-rate debt	938,989			—			79,251			1,018,240			4.73%
Total fixed-rate and variable-rate debt	3,885,429			(93,450		)	624,080			4,416,059			5.01%
Unamortized deferred financing costs	(19,490		)	747			(2,360		)	(21,103		)
Mortgage and other indebtedness, net	$	3,865,939		$	(92,703	)	$	621,720		$	4,394,956

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December 31, 2018	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates			Total			Weighted- Average Interest Rate (1)
Fixed-rate debt:
Non-recourse loans on operating properties (2)	$	1,783,097		$	(94,361	)	$	540,068		$	2,228,804		5.01%
Recourse loans on operating properties (3)	—			—			10,605			10,605			3.74%
Senior unsecured notes due 2023 (4)	447,423			—			—			447,423			5.25%
Senior unsecured notes due 2024 (5)	299,953			—			—			299,953			4.60%
Senior unsecured notes due 2026 (6)	616,635			—			—			616,635			5.95%
Total fixed-rate debt	3,147,108			(94,361		)	550,673			3,603,420			5.16%
Variable-rate debt:
Recourse loans on operating properties	68,607			—			96,012			164,619			4.91%
Construction loan	8,172			—			3,892			12,064			5.20%
Unsecured lines of credit (7)	183,972			—			—			183,972			3.90%
Unsecured term loans (7)	695,000			—			—			695,000			4.21%
Total variable-rate debt	955,751			—			99,904			1,055,655			4.28%
Total fixed-rate and variable-rate debt	4,102,859			(94,361		)	650,577			4,659,075			4.96%
Unamortized deferred financing costs	(15,963		)	804			(2,687		)	(17,846		)
Liabilities related to assets held for sale (8)	(43,716		)	—			—			(43,716		)
Mortgage and other indebtedness, net	$	4,043,180		$	(93,557	)	$	647,890		$	4,597,513

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) An unconsolidated affiliate has an interest rate swap on a notional amount outstanding of $44,249 as of June 30, 2019 and $44,863 as of December 31, 2018 related to a variable-rate loan on Ambassador Town Center to effectively fix the interest rate on this loan to a fixed-rate of 3.22%.

(3) The unconsolidated affiliate has an interest rate swap on a notional amount outstanding of $10,050 as of June 30, 2019 and $10,605 as of December 31, 2018 related to a variable-rate loan on Ambassador Town Center - Infrastructure Improvements to effectively fix the interest rate on this loan to a fixed-rate of 3.74%.

(4) The balance is net of an unamortized discount of $2,344 and $2,577 as of June 30, 2019 and December 31, 2018, respectively.

(5) The balance is net of an unamortized discount of $44 and $47 as of June 30, 2019 and December 31, 2018, respectively.    

(6) The balance is net of an unamortized discount of $7,952 and $8,365 as of June 30, 2019 and December 31, 2018, respectively.

(7) We replaced our unsecured lines of credit and unsecured term loans in January 2019 with a new secured senior credit facility.

(8) Represents a $43,716 non-recourse mortgage loan secured by Cary Towne Center that was classified on the consolidated balance sheet as liabilities related to assets held for sale.

The weighted-average remaining term of our total share of consolidated and unconsolidated debt was 4.5 years and 4.0 years at June 30, 2019 and December 31, 2018, respectively. The weighted-average remaining term of our pro rata share of fixed-rate debt was 4.7 and 4.8 years at June 30, 2019 and December 31, 2018, respectively.

As of June 30, 2019 and December 31, 2018, our pro rata share of consolidated and unconsolidated variable-rate debt represented 23.2% and 22.8%, respectively, of our total pro rata share of debt.

See Note 8 to the condensed consolidated financial statements for additional information concerning the amount and terms of our outstanding indebtedness and compliance with applicable covenants and restrictions as of June 30, 2019, as well as activity related to consolidated property loans.

See Note 7 to the condensed consolidated financial statements for information related to activity related to unconsolidated affiliates.

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Credit Ratings

The Operating Partnership's credit ratings of its unsecured long-term indebtedness were as follows as of June 30, 2019:

Rating Agency	Rating	Outlook
Fitch	BB-	Negative
Moody's	B1	Stable
S&P	BB	Negative

Unencumbered Consolidated Portfolio Statistics

(Dollars in thousands, except sales per square foot data)

	Sales Per Square Foot for the Twelve Months Ended (1) (2)				Occupancy (2)				% of Consolidated Unencumbered NOI for the Six Months Ended 6/30/19 (3)
	06/30/19		06/30/18		06/30/19		06/30/18
Unencumbered consolidated properties:
Tier 1 Malls	N/A		N/A		N/A		N/A		6.9	%	(4)
Tier 2 Malls	$	336	$	340	83.4	%	84.7	%	43.7	%
Tier 3 Malls	277		284		86.3	%	87.5	%	26.6	%
Total Malls	$	311	$	316	84.7	%	85.9	%	77.2	%
Total Associated Centers	N/A		N/A		96.2	%	97.4	%	15.2	%
Total Community Centers	N/A		N/A		99.6	%	98.8	%	6.8	%
Total Office Buildings and Other	N/A		N/A		94.9	%	84.0	%	0.8	%
Total Unencumbered Consolidated Portfolio	$	311	$	316	89.5	%	90.3	%	100.0	%

(1) Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls.

(2) Operating metrics are included for unencumbered operating properties and do not include sales or occupancy of unencumbered parcels.

(3) Our consolidated unencumbered properties generated approximately 26.8% of total consolidated NOI of $259,353 (which excludes NOI related to dispositions) for the six months ended June 30, 2019.

(4) NOI is derived from unencumbered portions of Tier One properties, including outparcels, anchors and former anchors that have been redeveloped, that are otherwise secured by a loan.

Equity

During the six months ended June 30, 2019, we paid dividends of $48.4 million to holders of CBL's common stock and preferred stock, as well as $11.7 million in distributions to the noncontrolling interest investors in the Operating Partnership and other consolidated subsidiaries. The Operating Partnership paid distributions of $22.4 million and $32.0 million on the preferred units and common units, respectively, as well as distributions of $5.7 million to the noncontrolling interests in other consolidated subsidiaries.

Future dividends payable will be determined by our Board of Directors based upon circumstances at the time of declaration. The dividend was reduced to an annualized rate of $0.30 per share beginning with the dividend payable in January 2019 from the prior annualized rate of $0.80 per share. As previously noted, under the terms of the class action settlement agreement (see Note 12 to the condensed consolidated financial statements), we will not pay any dividends to holders of our common shares payable in the third and fourth quarters of 2019. The settlement agreement does not restrict our ability to declare dividends payable in 2020 or in subsequent years.

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As a publicly traded company, and as a subsidiary of a publicly traded company, we previously have accessed capital through both the public equity and debt markets. We currently have a shelf registration statement on file with the SEC authorizing us to publicly issue unspecified amounts of senior and/or subordinated debt securities, shares of preferred stock (or depositary shares representing fractional interests therein), shares of common stock, warrants or rights to purchase any of the foregoing securities, and units consisting of two or more of these classes or series of securities and limited guarantees of debt securities issued by the Operating Partnership. This shelf registration statement also authorized the Operating Partnership to publicly issue unsubordinated debt securities. This shelf registration statement was due to expire in July 2021.  However, the Company no longer qualifies as a well-known seasoned issuer under SEC rules, and we therefore are unable to use this shelf registration.

Market Capitalization

Our total-market capitalization as of June 30, 2019 was computed as follows (in thousands, except stock prices): 

	Shares Outstanding	Stock Price (1)		Value
Common stock and operating partnership units	200,230	$	1.04	$	208,239
7.375% Series D Cumulative Redeemable Preferred Stock	1,815	250.00		453,750
6.625% Series E Cumulative Redeemable Preferred Stock	690	250.00		172,500
Total market equity				834,489
Company’s share of total debt, excluding unamortized deferred financing costs				4,416,058
Total market capitalization				$	5,250,547

 

(1) Stock price for common stock and Operating Partnership units equals the closing price of CBL's common stock on June 28, 2019. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.

Capital Expenditures

Deferred maintenance expenditures are generally billed to tenants as CAM expense, and most are recovered over a 5 to 15-year period. Renovation expenditures are primarily for remodeling and upgrades of malls, of which a portion is recovered from tenants over a 5 to 15-year period.  We recover these costs through fixed amounts with annual increases or pro rata cost reimbursements based on the tenant’s occupied space.

The following table, which excludes expenditures for developments, redevelopments and expansions, summarizes these capital expenditures, including our share of unconsolidated affiliates' capital expenditures, for the three and six month periods ended June 30, 2019 compared to the same periods in 2018 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Tenant allowances (1)	$	8,796	$	13,097	$	11,050	$	28,221
Renovations	—		—		—		563
Deferred maintenance:
Parking lot and parking lot lighting	126		321		214		665
Roof repairs and replacements	2,612		1,799		2,674		3,424
Other capital expenditures	5,898		3,902		9,484		9,780
Total deferred maintenance	8,636		6,022		12,372		13,869
Capitalized overhead	425		1,872		1,372		3,291
Capitalized interest	619		951		1,182		1,538
Total capital expenditures	$	18,476	$	21,942	$	25,976	$	47,482

(1) Tenant allowances primarily relate to new leases. Tenant allowances related to renewal leases were not material for the periods presented.

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Annual capital expenditures budgets are prepared for each of our properties that are intended to provide for all necessary recurring and non-recurring capital expenditures. We believe that property operating cash flows, which include reimbursements from tenants for certain expenses, will provide the necessary funding for these expenditures.

Developments, Expansions and Redevelopments

The following tables summarize our development, expansion and redevelopment projects as of June 30, 2019.

Properties Opened During the Six Months Ended June 30, 2019

(Dollars in thousands)

				CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet	Total Cost (1)		Cost to Date (2)		2019 YTD Cost		Opening Date	Initial Unleveraged Yield
Other - Outparcel Development:
Mid Rivers Mall - CubeSmart Self- storage (3) (4)	St. Peters, MO	50%	93,540	$	4,122	$	3,646	$	973	Jan-19	9.0%
(1) Total Cost is presented net of reimbursements to be received.
(2) Cost to Date does not reflect reimbursements until they are received.
(3) Outparcel development adjacent to the mall.
(4) Yield is based on the expected yield of the stabilized project.

We opened our second self-storage facility in January. This joint venture project is located adjacent to Mid Rivers Mall. We contributed land as our share of equity which limited the amount of cash investment required.

Redevelopments Completed During the Six Months Ended June 30, 2019

(Dollars in thousands)

				CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet	Total Cost (1)		Cost to Date (2)		2019 YTD Cost		Opening Date	Initial Unleveraged Yield
Mall Redevelopments:
Dakota Square Mall - HomeGoods	Minot, ND	100%	28,406	$	2,478	$	2,292	$	1,314	Apr-19	14.4%
East Towne Mall - Portillo's	Madison, WI	100%	9,000	2,956		2,487		71		Feb-19	8.0%
Friendly Center - O2 Fitness	Greensboro, NC	50%	27,048	2,285		1,694		287		Apr-19	10.3%
Hanes Mall - Dave & Buster's	Winston-Salem, NC	100%	44,922	5,932		2,289		144		May-19	11.0%
Northgate Mall - Sears Auto Center Redevelopment (Aubrey's/Panda Express)	Chattanooga, TN	100%	10,000	1,797		528		15		Feb-19	7.6%
Parkdale Mall - Macy's Redevelopment (Dick's Sporting Goods/Five Below/HomeGoods) (3)	Beaumont, TX	100%	86,136	20,899		17,618		11,139		May-19	6.4%
Volusia Mall - Sears Auto Center Redevelopment (Bonefish Grill/Metro Diner)	Daytona Beach, FL	100%	23,341	9,795		5,505		91		Apr-19	8.0%
Total Redevelopments Completed			228,853	$	46,142	$	32,413	$	13,061
(1) Total Cost is presented net of reimbursements to be received.
(2) Cost to Date does not reflect reimbursements until they are received.
(3) The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Macy's building in 2017.

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Properties Under Redevelopment at June 30, 2019

(Dollars in thousands)

				CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet	Total Cost (1)		Cost to Date (2)		2019 YTD Cost		Expected Opening Date	Initial Unleveraged Yield
Mall Redevelopments:
Brookfield Square - Sears Redevelopment (Whirlyball/Marcus Theaters) (3)	Brookfield, WI	100%	126,710	$	26,627	$	18,299	$	5,128	Q3/Q4 '19	10.7%
CherryVale Mall - Sears Redevelopment (Tilt)	Rockford, IL	100%	114,118	3,508		1,540		1,540		Q2 '20	8.3%
Dakota Square Mall - Herberger's Redevelopment (Ross/Retail Shops/T-Mobile)	Minot, ND	100%	30,096	6,410		2,192		2,049		Q1 '20	7.2%
Hamilton Place - Sears Redevelopment (Aloft/Cheesecake Factory/Dick's Sporting Goods/Dave & Buster's/Office) (3)	Chattanooga, TN	90%	193,083	32,585		14,652		5,437		Q2/Q3 '20	7.6%
Laurel Park Place - Carson's Redevelopment (Dunham's Sports)	Livonia, MI	100%	45,000	3,886		546		525		Q4 '19	5.9%
Mall del Norte - Forever 21 Redevelopment (Main Event)	Laredo, TX	100%	81,242	10,514		2,910		2,865		Q3 '19/Q2 '20	9.3%
Total Properties Under Redevelopment			590,249	$	83,530	$	40,139	$	17,544
(1) Total Cost is presented net of reimbursements to be received.
(2) Cost to Date does not reflect reimbursements until they are received.
(3) The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Brookfield Square and Hamilton Place) buildings in 2017.

Shadow Pipeline of Properties Under Development at June 30, 2019

(Dollars in thousands)

Property	Location	CBL Ownership Interest	Total Project Square Feet	CBL's Share of Estimated Total Cost (1)	Expected Opening Date	Initial Unleveraged Yield
Other - Outparcel Development:
Parkdale Mall - Self-storage (2)	Beaumont, TX	50%	68,000 - 70,000	$4,000 - $5,000	Q1 '20	10.0% - 11.0%
(1) Total Cost is presented net of reimbursements to be received.
(2) Yield is based on expected unleveraged return once project stabilizes.

Construction is in progress and is expected to be completed in the fall of 2019 on the first phase of redevelopment of the former Sears building at Brookfield Square, which includes new dining and entertainment options such as the Marcus Theater's Movie Tavern dine-in movie experience, Whirlyball entertainment center and Outback Steakhouse. Uncle Julio’s has already opened on a pad in the former Sears parking lot and construction has commenced on the new city-owned hotel and convention center, which will connect to our center through a new landscaped walkway. We are also adding a boutique fitness studio and medical office as part of the redevelopment. Construction is progressing on the Sears redevelopment at Hamilton Place. The project includes Dave & Busters, Aloft Hotel, Dick’s Sporting Goods, additional restaurants and office space - all joining Cheesecake Factory, which opened last December

Except for the projects presented above, we do not have any other material capital commitments as of June 30, 2019.    

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Off-Balance Sheet Arrangements

Unconsolidated Affiliates

We have ownership interests in 22 unconsolidated affiliates as of June 30, 2019 that are described in Note 7 to the condensed consolidated financial statements. The unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the condensed consolidated balance sheets as investments in unconsolidated affiliates.  

The following are circumstances when we may consider entering into a joint venture with a third party:

• Third parties may approach us with opportunities in which they have obtained land and performed some pre-development activities, but they may not have sufficient access to the capital resources or the development and leasing expertise to bring the project to fruition. We enter into such arrangements when we determine such a project is viable and we can achieve a satisfactory return on our investment. We typically earn development fees from the joint venture and provide management and leasing services to the property for a fee once the property is placed in operation.

• We determine that we may have the opportunity to capitalize on the value we have created in a property by selling an interest in the property to a third party. This provides us with an additional source of capital that can be used to develop or acquire additional real estate assets that we believe will provide greater potential for growth. When we retain an interest in an asset rather than selling a 100% interest, it is typically because this allows us to continue to manage the property, which provides us the ability to earn fees for management, leasing, development and financing services provided to the joint venture.

Guarantees

We may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on our investment in the joint venture. We may receive a fee from the joint venture for providing the guaranty. Additionally, when we issue a guaranty, the terms of the joint venture agreement typically provide that we may receive indemnification from the joint venture or have the ability to increase our ownership interest.

See Note 12 to the condensed consolidated statements for information related to our guarantees of unconsolidated affiliates' debt as of June 30, 2019 and December 31, 2018.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statements and disclosures. Some of these estimates and assumptions require application of difficult, subjective, and/or complex judgment about the effect of matters that are inherently uncertain and that may change in subsequent periods. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our Annual Report on Form 10-K for the year ended December 31, 2018 contains a discussion of our critical accounting policies and estimates in the Management's Discussion and Analysis of Financial Condition and Results of Operations section. There have been no material changes to these policies and estimates during the six months ended June 30, 2019. Our significant accounting policies are disclosed in Note 2 to the consolidated financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2018.

Recent Accounting Pronouncements

See Note 2 to the condensed consolidated financial statements for information on recently issued accounting pronouncements.

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Impact of Inflation and Deflation

Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit.  The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand.  Restricted lending practices could impact our ability to obtain financings or refinancings for our properties and our tenants’ ability to obtain credit.  Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.

During inflationary periods, substantially all of our tenant leases contain provisions designed to mitigate the impact of inflation.  These provisions include clauses enabling us to receive percentage rent based on tenants' gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases.  In addition, many of the leases are for terms of less than 10 years, which may provide us the opportunity to replace existing leases with new leases at higher base and/or percentage rent if rents of the existing leases are below the then existing market rate.  Most of the leases require the tenants to pay a fixed amount, subject to annual increases, for their share of operating expenses, including CAM, real estate taxes, insurance and certain capital expenditures, which reduces our exposure to increases in costs and operating expenses resulting from inflation.

Non-GAAP Measure

Funds from Operations

FFO is a widely used non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. NAREIT defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships, joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. Our method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

We believe that FFO provides an additional indicator of the operating performance of our properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of real estate assets have historically risen or fallen with market conditions, we believe that FFO, which excludes historical cost depreciation and amortization, enhances investors’ understanding of our operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of our properties and interest rates, but also by our capital structure.

We present both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as we believe that both are useful performance measures.  We believe FFO allocable to Operating Partnership common unitholders is a useful performance measure since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in our Operating Partnership.  We believe FFO allocable to common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to common shareholders.

In our reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders that is presented below, we make an adjustment to add back noncontrolling interest in income (loss) of our Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders.  We then apply a percentage to FFO of the Operating Partnership common unitholders to arrive at FFO allocable to common shareholders. The percentage is computed by taking the weighted-average number of common shares outstanding for the period and dividing it by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.     

FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating our operating performance or to cash flow as a measure of liquidity.

The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company’s results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these significant items from the applicable periods. Please refer

58

to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders below for a description of these adjustments.

FFO of the Operating Partnership decreased 25.6% to $68.5 million for the three months ended June 30, 2019 as compared to $92.1 million for the prior-year period, and decreased 35.7% to $112.6 million for the six months ended June 30, 2019 as compared to $175.0 million for the prior-year period. Excluding the adjustments noted below, FFO of the Operating Partnership, as adjusted, decreased 26.1% for the three months ended June 30, 2019 to $68.5 million compared to $92.8 million for the same period in 2018, and decreased 26.9% for the six months ended June 30, 2019 to $129.1 million compared to $176.6 million for the same period in 2018. The decrease in FFO, as adjusted, was primarily driven by lower property-level NOI, dilution from asset sales and higher general and administrative expenses resulting from legal and third party fees related to the new secured term loan and legal fees related to litigation.

The reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows (in thousands, except per share data):

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Net loss attributable to common shareholders	$	(35,400	)	$	(35,020	)	$	(85,599	)	$	(45,340	)
Noncontrolling interest in loss of Operating Partnership	(5,454		)	(5,685		)	(13,212		)	(7,350		)
Depreciation and amortization expense of:
Consolidated properties	64,478			73,566			134,270			145,316
Unconsolidated affiliates	11,462			10,338			22,128			20,739
Non-real estate assets	(902		)	(917		)	(1,799		)	(1,838		)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	(2,648		)	(2,122		)	(4,805		)	(4,288		)
Loss on impairment	41,608			51,983			66,433			70,044
Gain on depreciable property, net of taxes	(4,599		)	—			(4,841		)	(2,236		)
FFO allocable to Operating Partnership common unitholders	68,545			92,143			112,575			175,047
Litigation settlement, net of taxes (1)	—			—			87,667			—
Gain on investments, net of taxes (2)	—			(287		)	—			(287		)
Non-cash default interest expense (3)	—			916			542			1,832
Gain on extinguishment of debt (4)	—			—			(71,722		)	—
FFO allocable to Operating Partnership common unitholders, as adjusted	$	68,545		$	92,772		$	129,062		$	176,592
FFO per diluted share	$	0.34		$	0.46		$	0.56		$	0.88
FFO, as adjusted, per diluted share	$	0.34		$	0.46		$	0.64		$	0.88
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted	200,231			199,767			200,122			199,731
(1) The six months ended June 30, 2019 is comprised of the accrued maximum expense related to the proposed settlement of a class action lawsuit.
(2) The three months and six months ended June 30, 2018 includes a gain on investment related to the land contributed by the Company to the Self Storage at Mid Rivers 50/50 joint venture.
(3) The six months ended June 30, 2019 includes default interest expense related to Acadiana Mall and Cary Towne Center. The three months and six months ended June 30, 2018 includes default interest expense related to Acadiana Mall.
(4) The six months ended June 30, 2019 includes a gain on extinguishment of debt related to the non-recourse loan secured by Acadiana Mall, which was conveyed to the lender in the first quarter of 2019, and a gain on extinguishment of debt related to the non-recourse loan secured by Cary Towne Center, which was sold in the first quarter of 2019.

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The reconciliation of diluted EPS to FFO per diluted share is as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Diluted EPS attributable to common shareholders	$	(0.20	)	$	(0.20	)	$	(0.49	)	$	(0.26	)
Eliminate amounts per share excluded from FFO:
Depreciation and amortization expense, including amounts from consolidated properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests	0.36			0.40			0.75			0.80
Loss on impairment	0.20			0.26			0.32			0.35
Gain on depreciable property, net of taxes	(0.02		)	—			(0.02		)	(0.01		)
FFO per diluted share	$	0.34		$	0.46		$	0.56		$	0.88

    

The reconciliations of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders, including and excluding the adjustments noted above, are as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
FFO allocable to Operating Partnership common unitholders	$	68,545		$	92,143		$	112,575		$	175,047
Percentage allocable to common shareholders (1)	86.64		%	86.43		%	86.63		%	86.27		%
FFO allocable to common shareholders	$	59,387		$	79,639		$	97,524		$	151,013
FFO allocable to Operating Partnership common unitholders, as adjusted	$	68,545		$	92,772		$	129,062		$	176,592
Percentage allocable to common shareholders (1)	86.64		%	86.43		%	86.63		%	86.27		%
FFO allocable to common shareholders, as adjusted	$	59,387		$	80,183		$	111,806		$	152,346

(1) Represents the weighted-average number of common shares outstanding for the period divided by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.

ITEM 3:    Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risk exposures, including interest rate risk. The following discussion regarding our risk management activities includes forward-looking statements that involve risk and uncertainties.  Estimates of future performance and economic conditions are reflected assuming certain changes in interest rates.  Caution should be used in evaluating our overall market risk from the information presented below, as actual results may differ.  

Interest Rate Risk

Based on our proportionate share of consolidated and unconsolidated variable-rate debt at June 30, 2019, a 0.5% increase or decrease in interest rates on variable-rate debt would decrease or increase annual cash flows by approximately $5.1 million and increase or decrease annual interest expense, after the effect of capitalized interest, by approximately $5.0 million.

Based on our proportionate share of total consolidated and unconsolidated debt at June 30, 2019, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $51.1 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $52.8 million. 

ITEM 4:    Controls and Procedures

 Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, an evaluation was performed under the supervision of our Chief Executive Officer and Chief Financial Officer and with the participation of our management, of the effectiveness of the design and operation of the Company's and the Operating Partnership's disclosure controls and

60

procedures pursuant to Exchange Act Rule 13a-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's and the Operating Partnership's disclosure controls and procedures are effective to ensure that information that the Company and the Operating Partnership are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and to ensure that information we are required to disclose is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 Changes in Internal Control over Financial Reporting

In conjunction with the implementation of ASC 842, Leases, which was adopted on January 1, 2019, we modified some of our processes around lease accounting. As a lessee, the guidance impacted the Company's condensed consolidated financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Company's condensed consolidated financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. There have been no other changes in the Company's or the Operating Partnership's internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1:    Legal Proceedings

In April 2019, we entered into a settlement agreement and release with respect to the class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The settlement agreement states that we are to set aside a common fund with a monetary and non-monetary value of $90.0 million to be disbursed to class members in accordance with an agreed-upon formula that is based upon aggregate damages of $60.0 million. Class members will be comprised of past and current tenants at certain of our shopping centers that we own or formerly owned during the class period, which will extend from January 1, 2011 through the date of court preliminary approval. Class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges, beginning no earlier than January 1, 2020 and continuing for the following five years. Any amounts under the settlement allocated to tenants with outstanding amounts payable to us, including tenants which have declared bankruptcy or declare bankruptcy over the relevant period, will first be deducted from the amounts owed to us. All attorney’s fees and associated costs to be paid to class counsel (up to a maximum of $28.0 million), any incentive award to the class representative (up to a maximum of $50,000), and class administration costs (which are expected to not exceed $100,000), will be funded by the common fund, but must be approved by the court. Under the terms of the settlement agreement, we will not pay any dividends to holders of our common shares payable in the third and fourth quarters of 2019. The settlement agreement does not restrict our ability to declare dividends payable in 2020 or in subsequent years. We recorded an accrued liability and corresponding litigation settlement expense of $88,150 in the three months ended March 31, 2019 related to the settlement agreement.

We are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on our liquidity, results of operations, business or financial condition.     

Securities Litigation

The Company and certain of its officers and directors have been named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time.  The first such lawsuit, captioned Paskowitz v. CBL & Associates Properties, Inc., et al., 1:19-cv-00149-JRG-CHS, was filed on May 17, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between November 8, 2017 and March 26, 2019, inclusive.  The second such lawsuit, captioned Williams v. CBL & Associates Properties, Inc., et al., 1:19-cv-00181, was filed on June 21, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between April 29, 2016 and March 26, 2019, inclusive.  The third such lawsuit, captioned Merelles v. CBL & Associates Properties, Inc., et al., 1:19-CV-00193,

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was filed on July 2, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between July 29, 2014 and March 26, 2019.  The Court consolidated these cases on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00149-JRG-CHS. After plaintiff Laurence Paskowitz voluntarily dismissed his case on July 25, 2019, the Court re-consolidated the two remaining cases under the caption In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00181-JRG-CHS, on August 2, 2019. 

The complaints filed in the Securities Class Action Litigation allege violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s contingent liabilities, business, operations, and prospects during the periods of time specified above.  The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages sought.  The outcome of these legal proceedings cannot be predicted with certainty.

Certain of the Company’s current and former directors and officers have been named as defendants in three shareholder derivative lawsuits (collectively, the “Derivative Litigation”).  On June 4, 2019, a shareholder filed a putative derivative complaint captioned Robert Garfield v. Stephen D. Lebovitz et al., 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “Garfield Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors.  On June 24, 2019, another shareholder filed a putative derivative complaint captioned Robert Cohen v. Stephen D. Lebovitz et al., 1:19-cv-01185-LPS, also in the United States District Court for the District of Delaware (the “Cohen Derivative Action”), asserting substantially similar claims purportedly on behalf of the Company against similar defendants.  The Court consolidated the Garfield Derivative Action and the Cohen Derivative Action on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Derivative Litigation, 1:19-cv-01038-LPS, and on July 19, 2019, the parties jointly moved to stay the case pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation.  On July 22, 2019, another shareholder filed a putative derivative complaint captioned Shebitz v. Lebovitz et al., 1:19-cv-00213, in the United States District Court for the Eastern District of Tennessee, asserting substantially similar claims purportedly on behalf of the Company against similar defendants. On July 17, 2019, the Court consolidated the Garfield Derivative Action and the Cohen Derivative Action under the caption In re CBL & Associates Properties, Inc. Derivative Litigation, 1:19-cv-01038-LPS.  On July 25, 2019, the Court stayed these two actions pending resolution of an eventual motion to dismiss in the related Securities Class Action Litigation.

The complaints filed in the Derivative Litigation allege, among other things, breaches of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the federal securities laws.  The factual allegations upon which these claims are based are similar to the factual allegations made in the Securities Class Action Litigation, described above.  The complaints filed in the Derivative Litigation seek, among other things, unspecified damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures.  The outcome of these legal proceedings cannot be predicted with certainty.

The Company's insurance carriers have been placed on notice of these matters.

ITEM 1A.    Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risks that could materially affect our business, financial condition or results of operations that are discussed under the caption “Risk Factors” in Part I, Item1A of our Annual Report on Form 10-K for the year ended December 31, 2018. There have been no material changes to such risk factors since the filing of our Annual Report.

ITEM 2:    Unregistered Sales of Equity Securities and Use of Proceeds 

None.

ITEM 3:    Defaults Upon Senior Securities

None. 

ITEM 4:    Mine Safety Disclosures

Not applicable. 

ITEM 5:    Other Information

None.

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ITEM 6:    Exhibits

INDEX TO EXHIBITS

Exhibit  Number	Description
31.1	Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
31.2	Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
31.3	Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
31.4	Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
32.1	Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
32.2	Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
32.3	Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
32.4	Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
99.1	Combined Financial Statements of The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (Filed herewith.)
101.SCH	Inline XBRL Taxonomy Extension Schema Document. (Filed herewith.)
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
104	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.)

* Commission File No. 1-12494 and 333-182515-01.

63

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CBL & ASSOCIATES PROPERTIES, INC.

/s/ Farzana Khaleel

_____________________________________

Farzana Khaleel

Executive Vice President -

Chief Financial Officer and Treasurer

(Authorized Officer and Principal Financial Officer)

CBL & ASSOCIATES LIMITED PARTNERSHIP

By: CBL HOLDINGS I, INC., its general partner

/s/ Farzana Khaleel

_____________________________________

Farzana Khaleel

Executive Vice President -

Chief Financial Officer and Treasurer

(Authorized Officer and Principal Financial Officer)

Date: August 9, 2019

64

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Stephen D. Lebovitz, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of CBL & Associates Properties, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2019

/s/ Stephen D. Lebovitz

____________________________________

Stephen D. Lebovitz, Director and

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Farzana Khaleel, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of CBL & Associates Properties, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2019

/s/ Farzana Khaleel

_______________________________________

Farzana Khaleel, Executive Vice President -

Chief Financial Officer and Treasurer

EX-31.3

Exhibit 31.3

CERTIFICATION

I, Stephen D. Lebovitz, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of CBL & Associates Limited Partnership;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2019

/s/ Stephen D. Lebovitz

____________________________________

Stephen D. Lebovitz, Director and

Chief Executive Officer of

CBL Holdings I, Inc.,

the sole general partner of

CBL & Associates Limited Partnership

EX-31.4

Exhibit 31.4

CERTIFICATION

I, Farzana Khaleel, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of CBL & Associates Limited Partnership;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2019

/s/ Farzana Khaleel

_______________________________________

Farzana Khaleel, Executive Vice President -

Chief Financial Officer and Treasurer of

CBL Holdings I, Inc.,

the sole general partner of

CBL & Associates Limited Partnership

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CBL & ASSOCIATES PROPERTIES, INC. (the “Company”) on Form 10‑Q for the six months ending June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen D. Lebovitz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Stephen D. Lebovitz

____________________________________

Stephen D. Lebovitz, Director and

Chief Executive Officer

August 9, 2019

____________________________________

Date

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CBL & ASSOCIATES PROPERTIES, INC. (the “Company”) on Form 10‑Q for the six months ending June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Farzana Khaleel, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Farzana Khaleel

_______________________________________

Farzana Khaleel, Executive Vice President -

Chief Financial Officer and Treasurer

August 9, 2019

____________________________________

Date

EX-32.3

Exhibit 32.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CBL & ASSOCIATES LIMITED PARTNERSHIP (the “Operating Partnership”) on Form 10-Q for the six months ending June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen D. Lebovitz, Chief Executive Officer of CBL Holdings I, Inc., the sole general partner of the Operating Partnership, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.

/s/ Stephen D. Lebovitz

____________________________________

Stephen D. Lebovitz, Director and

Chief Executive Officer of

CBL Holdings I, Inc.,

the sole general partner of

CBL & Associates Limited Partnership

August 9, 2019

____________________________________

Date

EX-32.4

Exhibit 32.4

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CBL & ASSOCIATES LIMITED PARTNERSHIP (the “Operating Partnership”) on Form 10-Q for the six months ending June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Farzana Khaleel, Chief Financial Officer of CBL Holdings I, Inc., the sole general partner of the Operating Partnership, certify, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002), that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.

/s/ Farzana Khaleel

_______________________________________

Farzana Khaleel, Executive Vice President -

Chief Financial Officer and Treasurer of

CBL Holdings I, Inc.,

the sole general partner of

CBL & Associates Limited Partnership

August 9, 2019

____________________________________

Date

EX-99.1

The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Table of Contents

Combined Guarantor Subsidiaries
	Combined Balance Sheets as of June 30, 2019 and December 31, 2018	2
	Combined Statements of Operations for the Three and Six Months Ended June 30, 2019 and 2018	3
	Combined Statements of Owners' Equity for the Three and Six Months Ended June 30, 2019 and 2018	4
	Combined Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018	5
	Notes to Unaudited Combined Financial Statements	6

The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

2

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

3

The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

4

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

5

The Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Notes to Unaudited Combined Financial Statements

(Dollars in thousands)

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

6

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

7

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

8

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

9

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

10

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

11

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

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The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

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The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

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	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

15

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

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Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1) In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

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Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

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Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

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Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

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Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3) Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

21

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Note 13 – Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

22

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2019	Aug. 06, 2019
Document Information [Line Items]
Entity Central Index Key	0000910612
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Amendment Flag	false
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2019
Document Transition Report	false
Entity File Number	1-12494
Entity Registrant Name	CBL & ASSOCIATES PROPERTIES INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	62-1545718
Entity Address, Address Line One	2030 Hamilton Place Blvd., Suite 500
Entity Address, City or Town	Chattanooga
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37421-6000
City Area Code	423
Local Phone Number	855-0001
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		173,472,151
Common Stock, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	CBL
Security Exchange Name	NYSE
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value
Trading Symbol	CBLprD
Security Exchange Name	NYSE
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value
Trading Symbol	CBLprE
Security Exchange Name	NYSE
CBL & Associates Limited Partnership
Document Information [Line Items]
Entity Central Index Key	0000915140
Entity File Number	333-182515-01
Entity Registrant Name	CBL & Associates Limited Partnership
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	62-1542285
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands		Jun. 30, 2019	Dec. 31, 2018
Real estate assets:
Land	[1]	$ 756,946	$ 793,944
Buildings and improvements	[1]	6,153,444	6,414,886
Real estate assets	[1]	6,910,390	7,208,830
Accumulated depreciation	[1]	(2,477,552)	(2,493,082)
Real estate investment property, net, before developments in progress	[1]	4,432,838	4,715,748
Held for sale	[1]	44,574	30,971
Developments in progress	[1]	47,666	38,807
Net investment in real estate assets	[1]	4,525,078	4,785,526
Cash and cash equivalents		20,483	25,138	[1]
Receivables:
Tenant, net of allowance for doubtful accounts of $2,337 in 2018	[1]	72,485	77,788
Other, net of allowance for doubtful accounts of $838 in 2018	[1]	8,450	7,511
Mortgage and other notes receivable	[1]	6,326	7,672
Investments in unconsolidated affiliates	[1]	270,860	283,553
Intangible lease assets and other assets	[1]	144,458	153,665
Total assets	[1]	5,048,140	5,340,853
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net		3,865,939	4,043,180
Accounts payable and accrued liabilities		260,265	218,217
Liabilities related to assets held for sale		663	43,716
Total liabilities	[1]	4,126,867	4,305,113
Commitments and contingencies (Note 8 and Note 12)
Redeemable noncontrolling interests		2,687	3,575
Preferred stock, $.01 par value, 15,000,000 shares authorized:
Common stock, $.01 par value, 350,000,000 shares authorized, 173,471,893 and 172,656,458 issued and outstanding in 2019 and 2018, respectively		1,735	1,727
Partners' capital:
Additional paid-in capital		1,966,549	1,968,280
Dividends in excess of cumulative earnings		(1,104,504)	(1,005,895)
Total shareholders' equity		863,805	964,137
Noncontrolling interests		54,781	68,028
Total equity		918,586	1,032,165
Total liabilities, redeemable noncontrolling interests and equity		5,048,140	5,340,853
CBL & Associates Limited Partnership
Real estate assets:
Land	[2]	756,946	793,944
Buildings and improvements	[2]	6,153,444	6,414,886
Real estate assets	[2]	6,910,390	7,208,830
Accumulated depreciation	[2]	(2,477,552)	(2,493,082)
Real estate investment property, net, before developments in progress	[2]	4,432,838	4,715,748
Held for sale	[1]	44,574	30,971
Developments in progress	[2]	47,666	38,807
Net investment in real estate assets	[2]	4,525,078	4,785,526
Cash and cash equivalents	[2]	20,482	25,138
Receivables:
Tenant, net of allowance for doubtful accounts of $2,337 in 2018	[2]	72,485	77,788
Other, net of allowance for doubtful accounts of $838 in 2018	[2]	8,401	7,462
Mortgage and other notes receivable	[2]	6,326	7,672
Investments in unconsolidated affiliates	[2]	271,393	284,086
Intangible lease assets and other assets	[2]	144,338	153,545
Total assets	[2]	5,048,503	5,341,217
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net		3,865,939	4,043,180
Accounts payable and accrued liabilities		260,335	218,288
Liabilities related to assets held for sale		663	43,716
Total liabilities	[2]	4,126,937	4,305,184
Commitments and contingencies (Note 8 and Note 12)
Redeemable noncontrolling interests		2,687	3,575
Partners' capital:
Preferred units		565,212	565,212
General partner		3,448	4,628
Limited partners		336,997	450,507
Total partners' capital		905,657	1,020,347
Noncontrolling interests		13,222	12,111
Total capital		918,879	1,032,458
Total liabilities, redeemable noncontrolling interests and equity		5,048,503	5,341,217
Series D Preferred Stock
Preferred stock, $.01 par value, 15,000,000 shares authorized:
Preferred stock outstanding		18	18
Series E Preferred Stock
Preferred stock, $.01 par value, 15,000,000 shares authorized:
Preferred stock outstanding		$ 7	$ 7

[1] As of June 30, 2019, includes $601,069 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $410,719 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7.

[2] As of June 30, 2019, includes $601,069 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and $410,719 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 7.

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Tenant receivables allowance for doubtful accounts		$ 2,337
Other receivables allowance for doubtful accounts		$ 838
Preferred stock, par value (USD per share)	$ 0.01	$ 0.01
Preferred stock authorized (shares)	15,000,000	15,000,000
Common stock, par value (USD per share)	$ 0.01	$ 0.01
Common stock authorized (shares)	350,000,000	350,000,000
Common stock issued (shares)	173,471,893	172,656,458
Common stock outstanding (shares)	173,471,893	172,656,458
Assets related to consolidated variable interest entities	$ 601,069
Liabilities related to consolidated variable interest entities	$ 410,719
Series D Preferred Stock
Dividend rate of preferred stock (as a percent)	7.375%	7.375%
Preferred stock outstanding (shares)	1,815,000	1,815,000
Series E Preferred Stock
Dividend rate of preferred stock (as a percent)	6.625%	6.625%
Preferred stock outstanding (shares)	690,000	690,000
CBL & Associates Limited Partnership
Tenant receivables allowance for doubtful accounts		$ 2,337
Other receivables allowance for doubtful accounts		$ 838
Assets related to consolidated variable interest entities	$ 601,069
Liabilities related to consolidated variable interest entities	$ 410,719

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Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
REVENUES:
Rental revenues	$ 185,393	$ 207,568	$ 376,373	$ 420,297
Management, development and leasing fees	5,865	5,739	11,405	12,098
Other	5,398	4,387	9,925	9,137
Total revenues	193,377	214,598	391,407	434,798
OPERATING EXPENSES:
Property operating	(26,532)	(29,527)	(55,512)	(62,353)
Depreciation and amortization	(64,478)	(73,566)	(134,270)	(145,316)
Real estate taxes	(19,148)	(20,456)	(39,067)	(42,304)
Maintenance and repairs	(11,298)	(12,059)	(24,074)	(25,238)
General and administrative	(14,427)	(13,490)	(36,434)	(31,794)
Loss on impairment	(41,608)	(51,983)	(66,433)	(70,044)
Litigation settlement	0	0	(88,150)	0
Other	(34)	(245)	(34)	(339)
Total operating expenses	(177,525)	(201,326)	(443,974)	(377,388)
OTHER INCOME (EXPENSES):
Interest and other income	356	218	845	431
Interest expense	(52,482)	(54,203)	(106,480)	(107,970)
Gain on extinguishment of debt	0	0	71,722	0
Gain on investments	0	387	0	387
Gain on sales of real estate assets	5,527	3,747	5,755	8,118
Income tax benefit (provision)	(813)	2,235	(952)	2,880
Equity in earnings of unconsolidated affiliates	1,872	4,368	5,180	8,107
Total other income (expenses)	(45,540)	(43,248)	(23,930)	(88,047)
Net loss	(29,688)	(29,976)	(76,497)	(30,637)
Net loss attributable to noncontrolling interests in:
Operating Partnership	5,454	5,685	13,212	7,350
Other consolidated subsidiaries	57	494	132	393
Net loss attributable to the Company	(24,177)	(23,797)	(63,153)	(22,894)
Preferred dividends	(11,223)	(11,223)	(22,446)	(22,446)
Net loss attributable to common shareholders	$ (35,400)	$ (35,020)	$ (85,599)	$ (45,340)
Basic and diluted per share data attributable to common shareholders:
Net loss attributable to common shareholders/ unitholders (USD per share)	$ (0.20)	$ (0.20)	$ (0.49)	$ (0.26)
Weighted-average common and potential dilutive common shares/units outstanding (shares)	173,473	172,662	173,363	172,304
CBL & Associates Limited Partnership
REVENUES:
Rental revenues	$ 185,393	$ 207,568	$ 376,373	$ 420,297
Other	5,398	4,387	9,925	9,137
Total revenues	193,377	214,598	391,407	434,798
OPERATING EXPENSES:
Property operating	(26,532)	(29,527)	(55,512)	(62,353)
Depreciation and amortization	(64,478)	(73,566)	(134,270)	(145,316)
Real estate taxes	(19,148)	(20,456)	(39,067)	(42,304)
Maintenance and repairs	(11,298)	(12,059)	(24,074)	(25,238)
General and administrative	(14,427)	(13,490)	(36,434)	(31,794)
Loss on impairment	(41,608)	(51,983)	(66,433)	(70,044)
Litigation settlement	0	0	(88,150)	0
Other	(34)	(245)	(34)	(339)
Total operating expenses	(177,525)	(201,326)	(443,974)	(377,388)
OTHER INCOME (EXPENSES):
Interest and other income	356	218	845	431
Interest expense	(52,482)	(54,203)	(106,480)	(107,970)
Gain on extinguishment of debt	0	0	71,722	0
Gain on investments	0	387	0	387
Gain on sales of real estate assets	5,527	3,747	5,755	8,118
Income tax benefit (provision)	(813)	2,235	(952)	2,880
Equity in earnings of unconsolidated affiliates	1,872	4,368	5,180	8,107
Total other income (expenses)	(45,540)	(43,248)	(23,930)	(88,047)
Net loss	(29,688)	(29,976)	(76,497)	(30,637)
Net loss attributable to noncontrolling interests in:
Other consolidated subsidiaries	57	494	132	393
Net loss attributable to the Company	(29,631)	(29,482)	(76,365)	(30,244)
Preferred dividends	(11,223)	(11,223)	(22,446)	(22,446)
Net loss attributable to common shareholders	$ (40,854)	$ (40,705)	$ (98,811)	$ (52,690)
Basic and diluted per share data attributable to common shareholders:
Net loss attributable to common shareholders/ unitholders (USD per share)	$ (0.20)	$ (0.20)	$ (0.49)	$ (0.26)
Weighted-average common and potential dilutive common shares/units outstanding (shares)	200,231	199,767	200,122	199,731
Management, development and leasing fees
REVENUES:
Management, development and leasing fees	$ 2,586	$ 2,643	$ 5,109	$ 5,364
Management, development and leasing fees | CBL & Associates Limited Partnership
REVENUES:
Management, development and leasing fees	$ 2,586	$ 2,643	$ 5,109	$ 5,364

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Condensed Consolidated Statements of Equity/Capital - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Additional Paid-in Capital	Dividends in Excess of Cumulative Earnings	Total Shareholders' Equity/Partners' Capital	Noncontrolling Interests	Redeemable Noncontrolling Interests	CBL & Associates Limited Partnership	CBL & Associates Limited Partnership Preferred Units	CBL & Associates Limited Partnership Common Units	CBL & Associates Limited Partnership General Partner	CBL & Associates Limited Partnership Limited Partners	CBL & Associates Limited Partnership Total Shareholders' Equity/Partners' Capital	CBL & Associates Limited Partnership Noncontrolling Interests	CBL & Associates Limited Partnership Redeemable Common Units
Beginning balance of redeemable noncontrolling partnership interests at Dec. 31, 2017								$ 8,835								$ 8,835
Redeemable Noncontrolling Interests
Net income (loss)								(94)								(94)
Distributions declared - common units	$ (34,531)				$ (34,531)	$ (34,531)			$ (40,617)			$ (402)	$ (40,215)	$ (40,617)		(1,143)
Adjustment for noncontrolling interests	(1,399)			$ (11,737)		(11,737)	$ 10,338	1,399
Allocation of partners' capital									(1,401)			(48)	(1,353)	(1,401)		1,399
Adjustment to record redeemable interests at redemption value	2,531			2,203		2,203	328	(2,530)	2,531			26	2,505	2,531		(2,530)
Distributions to noncontrolling interests	(7,804)						(7,804)	(1,143)	(1,718)						$ (1,718)
Ending balance of redeemable noncontrolling partnership interests at Mar. 31, 2018								6,467								6,467
Beginning balance at Dec. 31, 2017	1,236,478	$ 25	$ 1,711	1,974,537	(836,269)	1,140,004	96,474
Beginning balance of units (shares) at Dec. 31, 2017										25,050,000	199,297,000
Beginning balance partners capital at Dec. 31, 2017									1,236,768	$ 565,212		6,735	655,120	1,227,067	9,701
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(567)				903	903	(1,470)		(567)	11,223		(122)	(11,769)	(668)	101
Dividends declared - common stock	(34,531)				(34,531)	(34,531)			(40,617)			(402)	(40,215)	(40,617)		(1,143)
Dividends declared - preferred stock	(11,223)				(11,223)	(11,223)			(11,223)	$ (11,223)				(11,223)
Issuances of shares of common stock and restricted common stock	$ 741		7	734		741
Conversion of Operating Partnership common units into shares of common stock			9	3,050		3,059	(3,059)
Issuances of common units (shares)	700,534										701,000
Issuances of common units									741				741	741
Cancellation of restricted common stock/units (shares)	(47,867)										(48,000)
Cancellation of restricted common stock	$ (233)			(233)		(233)			(233)				(233)	(233)
Performance stock units	419			419		419			419			4	415	419
Amortization of deferred compensation	1,196			1,196		1,196			1,196			12	1,184	1,196
Allocation of partners' capital									(1,401)			(48)	(1,353)	(1,401)		1,399
Adjustment for noncontrolling interests	(1,399)			(11,737)		(11,737)	10,338	1,399
Adjustment to record redeemable noncontrolling interests at redemption value	2,531			2,203		2,203	328	(2,530)	2,531			26	2,505	2,531		(2,530)
Distributions to noncontrolling interests	(7,804)						(7,804)	(1,143)	(1,718)						(1,718)
Ending balance at Mar. 31, 2018	1,255,988	25	1,727	1,970,169	(810,740)	1,161,181	94,807
Ending balance of units (shares) at Mar. 31, 2018										25,050,000	199,950,000
Ending balance partners capital at Mar. 31, 2018									1,256,276	$ 565,212		6,927	676,053	1,248,192	8,084
Beginning balance of redeemable noncontrolling partnership interests at Dec. 31, 2017								8,835								8,835
Ending balance of redeemable noncontrolling partnership interests at Jun. 30, 2018								8,694								8,694
Beginning balance at Dec. 31, 2017	1,236,478	25	1,711	1,974,537	(836,269)	1,140,004	96,474
Beginning balance of units (shares) at Dec. 31, 2017										25,050,000	199,297,000
Beginning balance partners capital at Dec. 31, 2017									1,236,768	$ 565,212		6,735	655,120	1,227,067	9,701
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared - preferred stock	(22,446)								(22,446)
Ending balance at Jun. 30, 2018	1,176,453	25	1,727	1,966,491	(880,292)	1,087,951	88,502
Ending balance of units (shares) at Jun. 30, 2018										25,050,000	199,428,000
Ending balance partners capital at Jun. 30, 2018									1,176,749	$ 565,212		6,074	591,202	1,162,488	14,261
Beginning balance of redeemable noncontrolling partnership interests at Mar. 31, 2018								6,467								6,467
Redeemable Noncontrolling Interests
Net income (loss)								(324)								(324)
Distributions declared - common units	(34,532)				(34,532)	(34,532)			(40,513)			(403)	(40,110)	(40,513)		(1,143)
Adjustment for noncontrolling interests	(831)			(2,300)		(2,300)	1,469	829
Allocation of partners' capital									(823)			(18)	(805)	(823)		829
Adjustment to record redeemable interests at redemption value	(2,864)			(2,501)		(2,501)	(363)	2,865	(2,864)			(29)	(2,835)	(2,864)		2,865
Distributions to noncontrolling interests	(7,169)						(7,169)	(1,143)	(1,188)						(1,188)
Ending balance of redeemable noncontrolling partnership interests at Jun. 30, 2018								8,694								8,694
Beginning balance at Mar. 31, 2018	1,255,988	25	1,727	1,970,169	(810,740)	1,161,181	94,807
Beginning balance of units (shares) at Mar. 31, 2018										25,050,000	199,950,000
Beginning balance partners capital at Mar. 31, 2018									1,256,276	$ 565,212		6,927	676,053	1,248,192	8,084
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(29,652)				(23,797)	(23,797)	(5,855)		(29,652)	11,223		(415)	(39,966)	(29,158)	(494)
Dividends declared - common stock	(34,532)				(34,532)	(34,532)			(40,513)			(403)	(40,110)	(40,513)		(1,143)
Dividends declared - preferred stock	(11,223)				(11,223)	(11,223)			(11,223)	$ (11,223)				(11,223)
Issuances of shares of common stock and restricted common stock	$ 37		0	37		37
Issuances of common units (shares)	8,579										8,000
Issuances of common units									37				37	37
Redemptions of common units (shares)											(527,000)
Redemptions of common units	$ (2,246)						(2,246)		(2,246)				(2,246)	(2,246)
Cancellation of restricted common stock/units (shares)	(3,654)										(3,000)
Cancellation of restricted common stock	$ (3)			(3)		(3)			(3)				(3)	(3)
Performance stock units	275			275		275			275			3	272	275
Amortization of deferred compensation	814			814		814			814			9	805	814
Allocation of partners' capital									(823)			(18)	(805)	(823)		829
Adjustment for noncontrolling interests	(831)			(2,300)		(2,300)	1,469	829
Adjustment to record redeemable noncontrolling interests at redemption value	(2,864)			(2,501)		(2,501)	(363)	2,865	(2,864)			(29)	(2,835)	(2,864)		2,865
Contributions from noncontrolling interests	7,859						7,859		7,859						7,859
Distributions to noncontrolling interests	(7,169)						(7,169)	(1,143)	(1,188)						(1,188)
Ending balance at Jun. 30, 2018	1,176,453	25	1,727	1,966,491	(880,292)	1,087,951	88,502
Ending balance of units (shares) at Jun. 30, 2018										25,050,000	199,428,000
Ending balance partners capital at Jun. 30, 2018									1,176,749	$ 565,212		6,074	591,202	1,162,488	14,261
Beginning balance of redeemable noncontrolling partnership interests at Dec. 31, 2018	3,575							3,575	3,575							3,575
Redeemable Noncontrolling Interests
Net income (loss)								(453)								(453)
Distributions declared - common units	(13,010)				(13,010)	(13,010)			(16,048)			(151)	(15,897)	(16,048)		(1,143)
Adjustment for noncontrolling interests	(1,038)			(2,356)		(2,356)	1,318	1,038
Allocation of partners' capital									(1,038)			(34)	(1,004)	(1,038)		1,038
Distributions to noncontrolling interests	(4,450)						(4,450)	(1,143)	(1,412)						(1,412)
Ending balance of redeemable noncontrolling partnership interests at Mar. 31, 2019								3,017								3,017
Beginning balance at Dec. 31, 2018	1,032,165	25	1,727	1,968,280	(1,005,895)	964,137	68,028
Beginning balance of units (shares) at Dec. 31, 2018										25,050,000	199,415,000
Beginning balance partners capital at Dec. 31, 2018									1,032,458	$ 565,212		4,628	450,507	1,020,347	12,111
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(46,356)				(38,976)	(38,976)	(7,380)		(46,356)	11,223		(590)	(56,914)	(46,281)	(75)
Dividends declared - common stock	(13,010)				(13,010)	(13,010)			(16,048)			(151)	(15,897)	(16,048)		(1,143)
Dividends declared - preferred stock	(11,223)				(11,223)	(11,223)			(11,223)	$ (11,223)				(11,223)
Issuances of shares of common stock and restricted common stock	$ 717		9	708		717
Issuances of common units (shares)	863,174										863,000
Issuances of common units									717				717	717
Cancellation of restricted common stock/units (shares)	(57,656)										(58,000)
Cancellation of restricted common stock	$ (134)		(1)	(133)		(134)			(133)				(133)	(133)
Performance stock units	313			313		313			312			3	309	312
Amortization of deferred compensation	1,033			1,033		1,033			1,033			11	1,022	1,033
Allocation of partners' capital									(1,038)			(34)	(1,004)	(1,038)		1,038
Adjustment for noncontrolling interests	(1,038)			(2,356)		(2,356)	1,318	1,038
Contributions from noncontrolling interests	455						455		455						455
Distributions to noncontrolling interests	(4,450)						(4,450)	(1,143)	(1,412)						(1,412)
Ending balance at Mar. 31, 2019	958,472	25	1,735	1,967,845	(1,069,104)	900,501	57,971
Ending balance of units (shares) at Mar. 31, 2019										25,050,000	200,220,000
Ending balance partners capital at Mar. 31, 2019									958,765	$ 565,212		3,867	378,607	947,686	11,079
Beginning balance of redeemable noncontrolling partnership interests at Dec. 31, 2018	3,575							3,575	3,575							3,575
Ending balance of redeemable noncontrolling partnership interests at Jun. 30, 2019	2,687							2,687	2,687							2,687
Beginning balance at Dec. 31, 2018	1,032,165	25	1,727	1,968,280	(1,005,895)	964,137	68,028
Beginning balance of units (shares) at Dec. 31, 2018										25,050,000	199,415,000
Beginning balance partners capital at Dec. 31, 2018									1,032,458	$ 565,212		4,628	450,507	1,020,347	12,111
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared - preferred stock	(22,446)								(22,446)
Ending balance at Jun. 30, 2019	918,586	25	1,735	1,966,549	(1,104,504)	863,805	54,781
Ending balance of units (shares) at Jun. 30, 2019										25,050,000	200,230,000
Ending balance partners capital at Jun. 30, 2019									918,879	$ 565,212		3,448	336,997	905,657	13,222
Beginning balance of redeemable noncontrolling partnership interests at Mar. 31, 2019								3,017								3,017
Redeemable Noncontrolling Interests
Net income (loss)								(317)								(317)
Distributions declared - common units									(1,239)			0	(1,239)	(1,239)		(1,143)
Adjustment for noncontrolling interests	(1,130)			(2,211)		(2,211)	1,081	1,130
Allocation of partners' capital									(1,130)			(14)	(1,116)	(1,130)		1,130
Distributions to noncontrolling interests	(3,225)						(3,225)	(1,143)	(1,948)						(1,948)
Ending balance of redeemable noncontrolling partnership interests at Jun. 30, 2019	2,687							2,687	2,687							2,687
Beginning balance at Mar. 31, 2019	958,472	25	1,735	1,967,845	(1,069,104)	900,501	57,971
Beginning balance of units (shares) at Mar. 31, 2019										25,050,000	200,220,000
Beginning balance partners capital at Mar. 31, 2019									958,765	$ 565,212		3,867	378,607	947,686	11,079
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(29,371)				(24,177)	(24,177)	(5,194)		(29,371)	11,223		(414)	(40,123)	(29,314)	(57)
Dividends declared - common stock									(1,239)			0	(1,239)	(1,239)		(1,143)
Dividends declared - preferred stock	(11,223)				(11,223)	(11,223)			(11,223)	$ (11,223)				(11,223)
Issuances of shares of common stock and restricted common stock	$ 21		0	21		21
Issuances of common units (shares)	15,634										15,000
Issuances of common units									(17)				(17)	(17)
Cancellation of restricted common stock/units (shares)	(5,717)										(5,000)
Cancellation of restricted common stock	$ (5)		0	(5)		(5)			(6)				(6)	(6)
Performance stock units	312			312		312			313			3	310	313
Amortization of deferred compensation	587			587		587			587			6	581	587
Allocation of partners' capital									(1,130)			(14)	(1,116)	(1,130)		$ 1,130
Adjustment for noncontrolling interests	(1,130)			(2,211)		(2,211)	1,081	1,130
Contributions from noncontrolling interests	4,148						4,148		4,148						4,148
Distributions to noncontrolling interests	(3,225)						(3,225)	$ (1,143)	(1,948)						(1,948)
Ending balance at Jun. 30, 2019	$ 918,586	$ 25	$ 1,735	$ 1,966,549	$ (1,104,504)	$ 863,805	$ 54,781
Ending balance of units (shares) at Jun. 30, 2019										25,050,000	200,230,000
Ending balance partners capital at Jun. 30, 2019									$ 918,879	$ 565,212		$ 3,448	$ 336,997	$ 905,657	$ 13,222

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Condensed Consolidated Statements of Equity/Capital (Parenthetical) - $ / shares	3 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018
Issuance of common and restricted stock (shares)	15,634	863,174	8,579	700,534
Cancellation of restricted common stock/units (shares/units)	5,717	57,656	3,654	47,867
Stock converted (shares)				915,338
Dividends/distributions declared - common stock/unit (USD per share/unit)		$ 75.000	$ 200.000	$ 200.000
CBL & Associates Limited Partnership
Dividends/distributions declared - common stock/unit (USD per share/unit)	$ 0.012	$ 0.086	$ 0.209	$ 0.209

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands		3 Months Ended			6 Months Ended			12 Months Ended
		Jun. 30, 2019		Jun. 30, 2018	Jun. 30, 2019		Jun. 30, 2018	Dec. 31, 2018		Jun. 30, 2019	Jun. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$ (29,688)		$ (29,976)	$ (76,497)		$ (30,637)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization					134,270		145,316
Net amortization of deferred financing costs, debt premiums and discounts					4,306		3,593
Net amortization of intangible lease assets and liabilities					(1,071)		(1,436)
Gain on sales of real estate assets					(5,755)		(8,118)
Gain on insurance proceeds					(421)		0
Gain on investments		0		(387)	0		(387)
Write-off of development projects					34		339
Share-based compensation expense					2,938		3,398
Loss on impairment		41,608		51,983	66,433		70,044
Gain on extinguishment of debt					(71,722)		0
Equity in earnings of unconsolidated affiliates		(1,872)		(4,368)	(5,180)		(8,107)
Distributions of earnings from unconsolidated affiliates					11,320		9,669
Change in estimate of uncollectable rental revenues					1,692		2,786
Change in deferred tax accounts					90		(1,993)
Changes in:
Tenant and other receivables					(473)		6,173
Other assets					(2,036)		(1,269)
Accounts payable and accrued liabilities					68,104		(9,489)
Net cash provided by operating activities					126,032		179,882
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets					(51,148)		(65,988)
Acquisitions of real estate assets					0		(2,051)
Proceeds from sales of real estate assets					69,238		19,556
Proceeds from insurance					740		0
Payments received on mortgage and other notes receivable					1,346		516
Additional investments in and advances to unconsolidated affiliates					(780)		(1,529)
Distributions in excess of equity in earnings of unconsolidated affiliates					8,565		31,537
Changes in other assets					(857)		(4,878)
Net cash provided by (used in) investing activities					27,104		(22,837)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness					1,019,369		202,160
Principal payments on mortgage and other indebtedness					(1,113,337)		(263,486)
Additions to deferred financing costs					(15,546)		(98)
Proceeds from issuances of common stock					38		78
Purchases of noncontrolling interests in the Operating Partnership					0		(2,246)
Contributions from noncontrolling interests					4,603		7,859
Payment of tax withholdings for restricted stock awards					(132)		(232)
Distributions to noncontrolling interests					(11,722)		(17,547)
Dividends paid to holders of preferred stock					(22,446)		(22,446)
Dividends paid to common shareholders					(25,959)		(68,748)
Net cash used in financing activities					(165,132)		(164,706)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH					(11,996)		(7,661)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period					57,512		68,172	$ 68,172
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period		45,516		60,511	45,516		60,511	57,512
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
Cash and cash equivalents		20,483		23,428	20,483		23,428	25,138	[1]
Restricted cash
Restricted cash	[2]									$ 84	$ 5,829
Mortgage escrows	[2]									24,949	31,254
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period		45,516		60,511	57,512		68,172	57,512		45,516	60,511
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized					105,621		100,185
CBL & Associates Limited Partnership
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		(29,688)		(29,976)	(76,497)		(30,637)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization					134,270		145,316
Net amortization of deferred financing costs, debt premiums and discounts					4,306		3,593
Net amortization of intangible lease assets and liabilities					(1,071)		(1,436)
Gain on sales of real estate assets					(5,755)		(8,118)
Gain on insurance proceeds					(421)		0
Gain on investments		0		(387)	0		(387)
Write-off of development projects					34		339
Share-based compensation expense					2,938		3,398
Loss on impairment		41,608		51,983	66,433		70,044
Gain on extinguishment of debt					(71,722)		0
Equity in earnings of unconsolidated affiliates		(1,872)		(4,368)	(5,180)		(8,107)
Distributions of earnings from unconsolidated affiliates					11,321		9,663
Change in estimate of uncollectable rental revenues					1,692		2,786
Change in deferred tax accounts					90		(1,993)
Changes in:
Tenant and other receivables					(473)		6,173
Other assets					(2,036)		(1,270)
Accounts payable and accrued liabilities					68,102		(9,483)
Net cash provided by operating activities					126,031		179,881
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets					(51,148)		(65,988)
Acquisitions of real estate assets					0		(2,051)
Proceeds from sales of real estate assets					69,238		19,556
Proceeds from insurance					740		0
Payments received on mortgage and other notes receivable					1,346		516
Additional investments in and advances to unconsolidated affiliates					(780)		(1,529)
Distributions in excess of equity in earnings of unconsolidated affiliates					8,565		31,537
Changes in other assets					(857)		(4,878)
Net cash provided by (used in) investing activities					27,104		(22,837)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness					1,019,369		202,160
Principal payments on mortgage and other indebtedness					(1,113,337)		(263,486)
Additions to deferred financing costs					(15,546)		(98)
Proceeds from issuances of common stock					38		78
Redemptions of common units					0		(2,246)
Contributions from noncontrolling interests					4,603		7,859
Payment of tax withholdings for restricted stock awards					(132)		(232)
Distributions to noncontrolling interests					(5,646)		(5,193)
Dividends paid to holders of preferred stock					(22,446)		(22,446)
Dividends paid to common shareholders					(32,035)		(81,102)
Net cash used in financing activities					(165,132)		(164,706)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH					(11,997)		(7,662)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period					57,512		68,172	68,172
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period		45,515		60,510	45,515		60,510	57,512
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
Cash and cash equivalents		20,482	[3]	23,427	20,482	[3]	23,427	25,138	[3]
Restricted cash
Restricted cash	[4]									84	5,829
Mortgage escrows	[4]									24,949	31,254
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period		$ 45,515		$ 60,510	57,512		68,172	$ 57,512		$ 45,515	$ 60,510
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized					$ 105,621		$ 100,185

[1] As of June 30, 2019, includes $601,069 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $410,719 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7.

[2] Included in intangible lease assets and other assets in the condensed consolidated balance sheets.

[3] As of June 30, 2019, includes $601,069 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and $410,719 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 7.

[4] Included in intangible lease assets and other assets in the condensed consolidated balance sheets.

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Organization and Basis of Presentation

6 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

Organization and Basis of Presentation

Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries.

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.  

As of June 30, 2019, the Operating Partnership owned interests in the following properties:

		Other Properties
	Malls (1)	Associated Centers	Community Centers	Office Buildings/Other		Total
Consolidated properties	56	20	2	5	(2)	83
Unconsolidated properties (3)	8	3	5	2		18
Total	64	23	7	7		101

(1) Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center).

(2) Includes CBL's two corporate office buildings.

(3) The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights.

At June 30, 2019, the Operating Partnership had interests in the following properties under development:

	Consolidated Properties
	Malls	All Other
Redevelopments	6	—

CBL is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At June 30, 2019, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned an 85.6% limited partner interest for a combined interest held by CBL of 86.6%.

The noncontrolling interest in the Operating Partnership is held by CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively "CBL's Predecessor"), all of which contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for a limited partner interest when the Operating Partnership was formed in November 1993, and by various third parties. At June 30, 2019, CBL’s Predecessor owned a 9.1% limited partner interest and third parties owned a 4.3% limited partner interest in the Operating Partnership.  CBL's Predecessor also owned 4.3 million shares of CBL’s common stock at June 30, 2019, for a total combined effective interest of 11.2% in the Operating Partnership.

The Operating Partnership conducts the Company’s property management and development activities through its wholly owned subsidiary, CBL & Associates Management, Inc. (the “Management Company”), to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

The accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the disclosures required by GAAP for complete financial

statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2018.

Reclassifications

Certain reclassifications have been made to amounts in the Company's prior-year financial statements to conform to the current period presentation. The Company reclassified certain amounts related to operating expense reimbursements in its condensed consolidated statements of operations for the three and six months ended June 30, 2018 related to the adoption of ASC 606. As a result, operating expense reimbursements of $2,168 and $4,511, previously included in tenant reimbursements, were reclassified to other revenues for the three months and six months ended June 30, 2018, respectively. Additionally, the Company reclassified minimum rents, percentage rents, other rents and tenant reimbursements into one line item, rental revenues, for the three and six months ended June 30, 2018 related to the adoption of ASC 842. Lastly, in accordance with ASC 360, and in response to the SEC's "Disclosure Update and Simplification" release effective November 5, 2018, the Company reclassified gains and losses resulting from wholly owned real estate dispositions from the line item following "Income (loss) from continuing operations before gain on sales of real estate assets" to the "Other Income (Expenses)" section within its condensed consolidated statements of operations. As a result, in the condensed consolidated statements of operations, the Company reclassified $3,747 and $8,118 to the "Other Income (Expenses)" section for the three and six months ended June 30, 2018, respectively.

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Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for leases with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Company's condensed consolidated financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Company's condensed consolidated financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Company is evaluating the impact that this update may have on its condensed consolidated financial statements and related disclosures.
ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	January 1, 2020 - Prospective	The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Company is to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense. The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement. The Company does not expect the adoption of this guidance will have a material impact on its condensed consolidated financial statements or disclosures.

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Revenues

6 Months Ended

Jun. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenues

Revenues

Contract Balances

A summary of the Company's contract assets activity during the six months ended June 30, 2019 is presented below:

	Contract Assets
Balance as of December 31, 2018	$	289
Tenant openings	(139		)
Executed leases	25
Balance as of March 31, 2019	175
Tenant openings	(139		)
Executed leases	190
Balance as of June 30, 2019	$	226

A summary of the Company's contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	265
Completed performance obligation	(4		)
Contract obligation	—
Balance as of March 31, 2019	261
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	261

The Company has the following contract balances as of June 30, 2019:

		As of June 30, 2019		Expected Settlement Period
Description	Financial Statement Line Item			2019 (1)			2020			2021			2022			2023
Contract assets (2)	Management, development and leasing fees	$	226	$	(155	)	$	(25	)	$	(42	)	$	—		$	(4	)
Contract liability (3)	Other rents	261		(99		)	(54		)	(54		)	(54		)	—

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Represents leasing fees recognized as revenue in the period in which the lease is executed. Under certain third party and unconsolidated affiliates' contracts, the remaining 50% of the commissions are paid when the tenant opens. The tenant typically opens within a year, unless the project is in development.

(3) Relates to a contract in which the Company received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Company's revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	185,393	$	207,568	$	376,373	$	420,297
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	2,061		2,168		4,204		4,511
Management, development and leasing fees (3)	2,586		2,643		5,109		5,364
Marketing revenues (4)	1,218		928		2,092		2,223
	5,865		5,739		11,405		12,098
Other revenues	2,119		1,291		3,629		2,403
Total revenues (5)	$	193,377	$	214,598	$	391,407	$	434,798

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $1,892 in the Malls segment and $169 in the All Other segment for the three months ended June 30, 2019, and includes $2,083 in the Malls segment and $85 in the All Other segment for the three months ended June 30, 2018. Includes $4,084 in the Malls segment and $120 in the All Other segment for the six months ended June 30, 2019, and includes $4,273 in the Malls segment and $238 in the All Other segment for the six months ended June 30, 2018.

(3) Included in All Other segment.

(4) Includes $1,217 in the Malls segment and $1 in the All Other segment for the three months ended June 30, 2019, and includes $927 in the Malls segment and $1 in the All Other segment for the three months ended June 30, 2018. Includes $2,093 in the Malls segment and $(1) in the All Other segment for the six months ended June 30, 2019, and includes $2,221 in the Malls segment and $2 in the All Other segment for the six months ended June 30, 2018. See description below.

(5) Sales taxes are excluded from revenues.

See Note 10 for information on the Company's segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Company's properties and pay no rent, the Company receives reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the

cost-to-cost method of measurement because it most accurately depicts the Company's performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Management, development and leasing fees    

The Company earns revenue from contracts with third parties and unconsolidated affiliates for property management, leasing, development and other services. These contracts are accounted for on a month-to-month basis if the agreement does not contain substantive penalties for termination. The majority of the Company's contracts with customers are accounted for on a month-to-month basis. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. These contracts generally are for the following:

• Management fees - Management fees are charged as a percentage of revenues (as defined in the contract) and recognized as revenue over time as services are provided.

• Leasing fees - Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue upon lease execution, when the performance obligation is completed. In cases for which the agreement specifies 50% of the leasing commission will be paid upon lease execution with the remainder paid when the tenant opens, the Company estimates the amount of variable consideration it expects to receive by evaluating the likelihood of tenant openings using the most likely amount method and records the amount as an unbilled receivable (contract asset).

• Development fees - Development fees may be either set as a fixed rate in a separate agreement or be a variable rate based on a percentage of work costs. Variable consideration related to development fees is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Company's performance in satisfying the performance obligation. Contract estimates are based on various assumptions including the cost and availability of materials, anticipated performance and the complexity of the work to be performed. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Development and leasing fees received from an unconsolidated affiliate are recognized as revenue only to the extent of the third-party partner’s ownership interest. The Company's share of such fees is recorded as a reduction to the Company’s investment in the unconsolidated affiliate.

Marketing revenues

The Company earns marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Company provides advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Company’s expected cost plus margin. Revenue is recognized as the Company’s performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Company has not fully or has partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Company’s performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Company does not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice, which primarily relate to services performed for certain operating expense reimbursements and management, leasing and development activities, as described above. Performance obligations related to pro rata operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Company has outstanding performance obligations related to certain noncancellable contracts with customers for which it will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Company expects to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	25,233	$	48,825	$	48,226	$	122,284

The Company evaluates its performance obligations each period and makes adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

XML

Leases

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Leases

Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Company adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Company evaluated its contracts and verified that there was an identified asset and that the Company, or the tenant, has the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Company is the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Company is the lessor. After determining that the contract contains a lease, the Company identified the lease component and any nonlease components associated with that lease component, and through the Company’s election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease where the Company is the lessor.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Company’s revenues are earned through the lease of space at its properties. All of the Company's leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Company's leases contain penalties for early termination. The Company doesn't have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Company receives reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

Additionally, ASU 2018-19 clarifies that operating lease receivables are within the scope of ASC 842. Therefore, in conjunction with our adoption of ASC 842 on January 1, 2019, the Company began recognizing changes in the collectability assessment of its operating lease receivables as a reduction of rental revenues, rather than as a property operating expense. As a result, the Company recognized $152 and $1,692 of uncollectable operating lease receivables as a reduction of rental revenues for the three months and six months ended June 30, 2019, respectively, and recognized $745 and $2,786 of uncollectable operating lease receivables as a property operating expense for the three months and six months ended June 30, 2018, respectively.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	151,730	$	311,002
Variable lease payments	33,663		65,371
Total rental revenues	$	185,393	$	376,373

The undiscounted future fixed lease payments to be received under the Company's operating leases as of June 30, 2019, are as follows:

Years Ending December 31,	Operating Leases
2019 (1)	$	276,503
2020	518,603
2021	450,475
2022	373,187
2023	307,880
2024	239,693
Thereafter	593,446
Total undiscounted lease payments	$	2,759,787

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future minimum rental income from lessees under non-cancellable operating leases where the Company is the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	497,014
2020	426,228
2021	363,482
2022	294,441
2023	234,191
Thereafter	531,792
Total	$	2,347,148

Lessee

The Company has eight ground leases and one office lease in which it is a lessee. The maturities of these leases range from 2021 to 2089 and generally provide for renewal options ranging from five to ten years. We included the renewal options in our lease terms for purposes of calculating our lease liability and ROU asset because we have no plans to cease operating our assets associated with each ground lease. The ground leases relate to properties where the Company owns the buildings and improvements, but leases the underlying land. The lease payments on the majority of the ground leases are fixed, but in the instances where they are variable they are either based on the CPI index or a percentage of sales. The one office lease is subleased as of June 30, 2019. As of June 30, 2019, these leases have a weighted-average remaining lease term of 39.3 years and a weighted-average discount rate of 8.0%.

The Company's ROU asset and lease liability are presented in the condensed consolidated balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Company's ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	4,160		$	4,074
Cash reduction	(242		)	(242		)
Noncash increase	127			210
Balance as of June 30, 2019	$	4,045		$	4,042

The components of lease expense are presented below:

	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Lease expense:
Operating lease expense	$	207		$	425
Variable lease expense	(2		)	30
Rent Expense	$	205		$	455

The undiscounted future lease payments to be paid under the Company's operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	317
2020	567
2021	608
2022	332
2023	284
2024	263
Thereafter	12,019
Total undiscounted lease payments	$	14,390
Less imputed interest	(10,348		)
Lease Liability	$	4,042

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future obligations to be paid under the Company's operating leases where the Company is the lessee as of December 31, 2018 is also presented below:

2019	$	504
2020	610
2021	517
2022	321
2023	281
Thereafter	12,297
	$	14,530

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Company elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Company also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Company elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Company made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Company has elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Leases

Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Company adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Company evaluated its contracts and verified that there was an identified asset and that the Company, or the tenant, has the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Company is the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Company is the lessor. After determining that the contract contains a lease, the Company identified the lease component and any nonlease components associated with that lease component, and through the Company’s election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease where the Company is the lessor.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Company’s revenues are earned through the lease of space at its properties. All of the Company's leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Company's leases contain penalties for early termination. The Company doesn't have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Company receives reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

Additionally, ASU 2018-19 clarifies that operating lease receivables are within the scope of ASC 842. Therefore, in conjunction with our adoption of ASC 842 on January 1, 2019, the Company began recognizing changes in the collectability assessment of its operating lease receivables as a reduction of rental revenues, rather than as a property operating expense. As a result, the Company recognized $152 and $1,692 of uncollectable operating lease receivables as a reduction of rental revenues for the three months and six months ended June 30, 2019, respectively, and recognized $745 and $2,786 of uncollectable operating lease receivables as a property operating expense for the three months and six months ended June 30, 2018, respectively.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	151,730	$	311,002
Variable lease payments	33,663		65,371
Total rental revenues	$	185,393	$	376,373

The undiscounted future fixed lease payments to be received under the Company's operating leases as of June 30, 2019, are as follows:

Years Ending December 31,	Operating Leases
2019 (1)	$	276,503
2020	518,603
2021	450,475
2022	373,187
2023	307,880
2024	239,693
Thereafter	593,446
Total undiscounted lease payments	$	2,759,787

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future minimum rental income from lessees under non-cancellable operating leases where the Company is the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	497,014
2020	426,228
2021	363,482
2022	294,441
2023	234,191
Thereafter	531,792
Total	$	2,347,148

Lessee

The Company has eight ground leases and one office lease in which it is a lessee. The maturities of these leases range from 2021 to 2089 and generally provide for renewal options ranging from five to ten years. We included the renewal options in our lease terms for purposes of calculating our lease liability and ROU asset because we have no plans to cease operating our assets associated with each ground lease. The ground leases relate to properties where the Company owns the buildings and improvements, but leases the underlying land. The lease payments on the majority of the ground leases are fixed, but in the instances where they are variable they are either based on the CPI index or a percentage of sales. The one office lease is subleased as of June 30, 2019. As of June 30, 2019, these leases have a weighted-average remaining lease term of 39.3 years and a weighted-average discount rate of 8.0%.

The Company's ROU asset and lease liability are presented in the condensed consolidated balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Company's ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	4,160		$	4,074
Cash reduction	(242		)	(242		)
Noncash increase	127			210
Balance as of June 30, 2019	$	4,045		$	4,042

The components of lease expense are presented below:

	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Lease expense:
Operating lease expense	$	207		$	425
Variable lease expense	(2		)	30
Rent Expense	$	205		$	455

The undiscounted future lease payments to be paid under the Company's operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	317
2020	567
2021	608
2022	332
2023	284
2024	263
Thereafter	12,019
Total undiscounted lease payments	$	14,390
Less imputed interest	(10,348		)
Lease Liability	$	4,042

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future obligations to be paid under the Company's operating leases where the Company is the lessee as of December 31, 2018 is also presented below:

2019	$	504
2020	610
2021	517
2022	321
2023	281
Thereafter	12,297
	$	14,530

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Company elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Company also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Company elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Company made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Company has elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

XML

Fair Value Measurements

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage and other indebtedness was $3,479,729 and $3,740,431 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage and other indebtedness using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considers both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Company classifies such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Company's assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	127,319	$	—	$	—	$	127,319	$	66,433

During the six months ended June 30, 2019, the Company recognized an impairment of real estate of $66,662 related to three malls and one community center.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment			Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Mall	$	22,770		$	56,300
March/April	Honey Creek Mall (2)	Terre Haute, IN	Mall	2,045			14,360
June	The Forum at Grandview (3)	Madison, MS	All Other	8,582			31,559
June	EastGate Mall (4)	Cincinnati, OH	Mall	33,265			25,100
January/March	Other adjustments (5)	Various	Mall	(229		)	—
				$	66,433		$	127,319

(1) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline in cash flows due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

(2) During the quarter ended March 31, 2019, the Company adjusted the book value of the mall to the net sales price of $14,360 based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was sold in April 2019 and $(239) was recorded related to a true-up of closing costs. See Note 6 for additional information.

(3) The Company adjusted the book value to the net sales price of $31,559 based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The property was classified as held for sale at June 30, 2019 and was sold in July 2019. See Note 6 for additional information.

(4) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $25,100. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of EastGate Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.5% and a discount rate 15.0%.

(5) Related to true-ups of estimated expenses to actual expenses for properties sold in prior periods.

Long-lived Assets Measured at Fair Value in 2018

The following table sets forth information regarding the Company's assets that were measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2018:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	34,000	$	—	$	—	$	34,000	$	70,044

During the six months ended June 30, 2018, the Company recognized an impairment of real estate of $70,044 related to two malls:

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Janesville Mall (1)	Janesville, WI	Malls	$	18,061	$	—	(2)
June	Cary Towne Center (3)	Cary, NC	Malls	51,983		34,000
				$	70,044	$	34,000

(1) The Company adjusted the book value of the mall to the net sales price of $17,640 in a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was sold in July 2018. See Note 6 for additional information.

(2) The long-lived asset was not included in the Company's condensed consolidated balance sheets at December 31, 2018 as the Company no longer had an interest in the property.

(3)

In June 2018, the Company was notified by IKEA that, as a result of a shift in its corporate strategy, it was terminating the contract to purchase land at the mall upon which it would develop and open a store. Under the terms of the interest-only non-recourse loan secured by the mall, the loan matures on the date the IKEA contract terminates if that date is prior to the scheduled maturity date of March 5, 2019. The Company engaged in conversations with the lender regarding a potential restructure of the loan. Based on the results of these conversations, the Company concluded that an impairment was required because it was unlikely to recover the asset's net carrying value through future cash flows. Management determined the fair value of Cary Towne Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a 10-year holding period, a capitalization rate of 12.0% and a discount rate of 13%. See Note 8 for additional information.

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Dispositions and Held for Sale

6 Months Ended

Jun. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

Dispositions and Held for Sale

Dispositions and Held for Sale

The Company evaluates its disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on its analysis, the Company determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

Net proceeds realized from the 2019 dispositions listed below were used to reduce the outstanding balance on the Company's credit facility. The following is a summary of the Company's 2019 dispositions:

				Sales Price
Sales Date	Property	Property Type	Location	Gross		Net		Gain
April	Honey Creek Mall (1)	Mall	Terre Haute, IN	$	14,600	$	14,360	$	—
April	The Shoppes at Hickory Point	Mall	Forsyth, IL	2,508		2,407		1,326
June	Courtyard by Marriott at Pearland Town Center	All Other	Pearland, TX	15,100		14,795		1,910
				$	32,208	$	31,562	$	3,236

(1) The Company recognized a loss on impairment of $2,284 in March 2019 when it adjusted the book value of the mall to the net sales price based on a signed contract with a third party buyer and recognized $(239) in April 2019 related to a true-up of closing costs. See Note 5 for additional information.

The Company also realized gains of $2,100 related to the sale of one outparcel and $433 related to land contributed in the formation of the Parkdale Self Storage, LLC joint venture (See Note 7 for additional information) during the three and six months ended June 30, 2019. Also, the Company realized losses of $(242) and $(14) related to costs incurred during the three and six months ended June 30, 2019, respectively, for outparcel sales that occurred in prior periods.

The Company recognized a gain on extinguishment of debt for the properties listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 8 for more information. The following is a summary of these dispositions:

Sale/Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796
January	Cary Towne Center (2)	Mall	Cary, NC	43,716		9,926
				$	163,476	$	71,722

(1) The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Company also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

(2) The Company sold the mall for $31,500 and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven. The Company recorded a loss on impairment of real estate of $54,678 during 2018 to write down the book value of the mall to its then estimated fair value. The Company also recorded $237 of aggregate non-cash default interest expense during the first quarter of 2019.

In a separate transaction, the Company also sold an anchor store parcel and vacant land at Acadiana Mall, which were not collateral on the loan, for a cash price of $4,000. A loss on impairment of real estate of $1,593 was recorded in 2018 to write down the book value of the anchor store parcel and vacant land to its then estimated fair value.

2019 Held for Sale

The following properties were classified as held for sale as of June 30, 2019:

Property	Property Type	Location	Total Assets		Total Liabilities		Percentage of the Company's Total Assets
850 Greenbrier Circle (1)	All Other	Chesapeake, VA	$	10,233	$	35	0.2	%
Foothills Plaza - Kroger (1)	All Other	Maryville, TN	1,091		—		—	%
The Forum at Grandview (1)	All Other	Madison, MS	32,195		569		0.6	%
High Point - Barnes & Noble (1)	All Other	High Point, NC	1,055		59		—	%
			$	44,574	$	663

(1) The property was sold subsequent to June 30, 2019. See Note 15 for additional information.

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Unconsolidated Affiliates and Noncontrolling Interests

6 Months Ended

Jun. 30, 2019

Equity Method Investments and Joint Ventures [Abstract]

Unconsolidated Affiliates and Noncontrolling Interests

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 June 30, 2019, the Company had investments in 22 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. Additionally, the Company made no initial investment and has no future funding obligations. The unconsolidated affiliate is a variable interest entity ("VIE").

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 a $433 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 conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan. See details below under 2019 Financings.

Condensed Combined Financial Statements - Unconsolidated Affiliates

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

	June 30, 2019			December 31, 2018
ASSETS
Investment in real estate assets	$	2,103,300		$	2,097,088
Accumulated depreciation	(701,616		)	(674,275		)
	1,401,684			1,422,813
Developments in progress	23,431			12,569
Net investment in real estate assets	1,425,115			1,435,382
Other assets	172,545			188,521
Total assets	$	1,597,660		$	1,623,903

	June 30, 2019		December 31, 2018
LIABILITIES
Mortgage and other indebtedness, net	$	1,315,885	$	1,319,949
Other liabilities	37,152		39,777
Total liabilities	1,353,037		1,359,726
OWNERS' EQUITY
The Company	179,120		191,050
Other investors	65,503		73,127
Total owners' equity	244,623		264,177
Total liabilities and owners' equity	$	1,597,660	$	1,623,903

	Total for the Three Months Ended June 30,
	2019		2018
Total revenues	$	54,230	$	55,083
Net income (1)	$	2,993	$	7,242

(1) The Company's share of net income is $1,872 and $4,368 for the three months ended June 30, 2019 and 2018, respectively.

	Total for the Six Months Ended June 30,
	2019		2018
Total revenues	$	110,097	$	112,264
Net income (1)	$	9,003	$	12,551

(1) The Company's share of net income is $5,180 and $8,107 for the six months ended June 30, 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, Mid Rivers Mall and Parkdale Mall. See Note 12 for a description of guarantees the Operating Partnership has issued related to these unconsolidated affiliates.

2019 Financings

The Company's unconsolidated affiliates had the following loan activity in 2019:

Date	Property	Stated Interest Rate		Maturity Date	Amount Financed or Extended
May	Parkdale Self Storage (1)	5.25%	(2)	July 2024	$	6,500

(1) Parkdale Self Storage, LLC, a 50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to $6,500 for the development of a climate controlled self-storage facility adjacent to Parkdale Mall in Beaumont, TX. There were no draws on the construction loan at June 30, 2019. The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% of the loan. See Note 12 for more information.

(2) The interest rate is variable and is the greater of 5.25% or LIBOR + 2.80%.

Noncontrolling Interests

Noncontrolling interests consist of the following:

	As of
	June 30,  2019		December 31, 2018
Noncontrolling interests:
Operating Partnership	$	41,559	$	55,917
Other consolidated subsidiaries	13,222		12,111
	$	54,781	$	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 June 30, 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 June 30, 2019:

	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC (1)	$	—	$	10,050
Bullseye, LLC	5		5
EastGate Storage, LLC (2)	939		3,000
G&I VIII CBL Triangle LLC (3)	—		—
Parkdale Self Storage, LLC (4)	1,125		6,500
Self-Storage at Mid Rivers, LLC (2)	912		2,717
Shoppes at Eagle Point, LLC (5)	16,344		16,344

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

(2) The debt is guaranteed by the Operating Partnership at 50%. See Note 12 for more information.

(3) 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. Subsequent to June 30, 2019, the lender foreclosed on the loan that is secured by the property. See Note 15 for more information.

(4) The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% of the loan. See Note 12 for more information.

(5)

The debt is guaranteed by the Operating Partnership at a fixed amount of $12,740. See Note 12 for more information.

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Mortgage and Other Indebtedness, Net

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Mortgage and Other Indebtedness, Net

Mortgage and Other Indebtedness, Net

Debt of the Company

CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all of the Company's debt. CBL is a limited guarantor of the Senior Unsecured Notes (the "Notes"), as described below, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates.

The Company also provides a similar limited guarantee of the Operating Partnership's obligations with respect to its secured credit facility and secured term loan as of June 30, 2019.

Debt of the Operating Partnership

Net mortgage and other indebtedness consisted of the following:

	June 30, 2019				December 31, 2018
	Amount			Weighted- Average Interest Rate (1)	Amount			Weighted- Average Interest Rate (1)
Fixed-rate debt:
Non-recourse loans on operating properties	$	1,581,780		5.21%	$	1,783,097		5.33%
Senior unsecured notes due 2023 (2)	447,656			5.25%	447,423			5.25%
Senior unsecured notes due 2024 (3)	299,956			4.60%	299,953			4.60%
Senior unsecured notes due 2026 (4)	617,048			5.95%	616,635			5.95%
Total fixed-rate debt	2,946,440			5.31%	3,147,108			5.37%
Variable-rate debt:
Recourse loans on operating properties	56,721			5.05%	68,607			4.97%
Construction loan	16,684			5.33%	8,172			5.25%
Secured line of credit	383,084			4.69%	—			—%
Unsecured lines of credit	—			—%	183,972			3.90%
Secured term loan	482,500			4.69%	—			—%
Unsecured term loans	—			—%	695,000			4.21%
Total variable-rate debt	938,989			4.72%	955,751			4.21%
Total fixed-rate and variable-rate debt	3,885,429			5.17%	4,102,859			5.10%
Unamortized deferred financing costs	(19,490		)		(15,963		)
Liabilities related to assets held for sale (5)	—				(43,716		)
Total mortgage and other indebtedness, net	$	3,865,939			$	4,043,180

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) The balance is net of an unamortized discount of $2,344 and $2,577 as of June 30, 2019 and December 31, 2018, respectively.

(3) The balance is net of an unamortized discount of $44 and $47 as of June 30, 2019 and December 31, 2018, respectively.

(4) The balance is net of an unamortized discount of $7,952 and $8,365 as of June 30, 2019 and December 31, 2018, respectively.

(5) Represents a non-recourse mortgage loan secured by Cary Towne Center that was classified on the condensed consolidated balance sheet as liabilities related to assets held for sale as of December 31, 2018.

Senior Unsecured Notes

Description	Issued (1)	Amount		Interest Rate (2)	Maturity Date (3)
2023 Notes	November 2013	$	450,000	5.25%	December 2023
2024 Notes	October 2014	300,000		4.60%	October 2024
2026 Notes	December 2016 / September 2017	625,000		5.95%	December 2026

(1) Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.

(2) Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45%. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of June 30, 2019, this ratio was 34% as shown below.

(3) The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026, July 15, 2024, and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50%, 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.

Senior Secured Credit Facility

In January 2019, the Company entered into a new $1,185,000 senior secured credit facility, which included a fully-funded $500,000 term loan and a revolving line of credit with a borrowing capacity of $685,000. The facility replaced all of the Company's prior unsecured bank facilities, which included three unsecured term loans with an aggregate balance of $695,000 and three unsecured revolving lines of credit with an aggregate capacity of $1,100,000. At closing, the Company utilized the line of credit to reduce the principal balance of the unsecured term loan from $695,000 to $500,000. The facility matures in July 2023 and bears interest at a variable rate of LIBOR plus 225 basis points. The facility had an interest rate of 4.69% at June 30, 2019. The Operating Partnership is required to pay an annual facility fee, to be paid quarterly, which ranges from 0.25% to 0.35%, based on the unused capacity of the line of credit. The principal balance on the term loan will be reduced by $35,000 per year in quarterly installments. At June 30, 2019, the secured line of credit had an outstanding balance of $383,084 and the secured term loan had an outstanding balance of $482,500.

The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties.” The terms of the Notes provide that, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered into a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership's condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to this quarterly report on Form 10-Q for ease of reference.

Financial Covenants and Restrictions

The agreements for the Notes and the senior secured credit facility contain, among other restrictions, certain financial covenants including the maintenance of certain financial coverage ratios, minimum unencumbered asset and interest ratios, maximum secured indebtedness ratios, maximum total indebtedness ratios and limitations on cash flow distributions.  The Company believes that it was in compliance with all financial covenants and restrictions at June 30, 2019.

The following presents the Company's compliance with key covenant ratios, as defined, of the Notes and the senior secured credit facility as of June 30, 2019:

Ratio	Required	Actual
Total debt to total assets	< 60%	52%
Secured debt to total assets	< 40% (1)	34%
Total unencumbered assets to unsecured debt	> 150%	191%
Consolidated income available for debt service to annual debt service charge	> 1.5x	2.3x

(1) Secured debt to total assets must be less than 40% for the 2026 Notes. Secured debt to total assets must be less than 45% for the 2023 Notes and the 2024 Notes until January 1, 2020, after which the required ratio will be reduced to 40%.

The agreements for the Notes and senior secured credit facility described above contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $50,000 of the Operating Partnership will constitute an event of default under the Notes.

Mortgages on Operating Properties

2019 Financings

In April 2019, the loan secured by Volusia Mall was refinanced to increase the principal balance to $50,000. In addition, the maturity date was extended to April 2024 and the fixed interest rate was reduced from 8.00% to 4.56%. The net proceeds from the new loan were used to retire the $41,000 existing loan.

In May 2019, the Company exercised an option to extend the loan secured by The Outlet Shoppes at Laredo to May 2021. In conjunction with the amendment, a payment of $10,800 was made to reduce the outstanding balance of the loan to $43,000. The noncontrolling interest partner in the joint venture funded its 35% share of the $10,800 payment.

2019 Loan Repayments

Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
April	Honey Creek Mall (1)	8.00%	July 2019	$	23,539

(1) The Company retired the loan using proceeds from the refinancing of the loan secured by Volusia Mall as well as proceeds from the sale of Honey Creek Mall.

2019 Dispositions

The following is a summary of the Company's 2019 dispositions for which the fixed-rate loan secured by the mall was extinguished:

Transfer Date		Interest Rate at Repayment Date	Scheduled Maturity Date	Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property
January	Acadiana Mall (1)	5.67%	April 2017	$	119,760	$	61,795
January	Cary Towne Center (2)	4.00%	June 2018	43,716		9,927
				$	163,476	$	71,722

(1) The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property.

(2) The Company sold the mall for $31,500 and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including construction loans and lines of credit, are as follows: 

2019 (1)	$	139,396
2020	247,495
2021	548,799
2022	470,312
2023	1,268,787
2024	405,909
Thereafter	815,071
	3,895,769
Unamortized discounts	(10,340		)
Unamortized deferred financing costs	(19,490		)
Total mortgage and other indebtedness, net	$	3,865,939

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $139,396 of scheduled principal payments in 2019, $98,256 relates to the maturing principal balance of three operating property loans.

The Company’s mortgage and other indebtedness had a weighted-average maturity of 4.3 years as of June 30, 2019 and 3.7 years as of December 31, 2018.

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Mortgage and Other Notes Receivable

6 Months Ended

Jun. 30, 2019

Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract]

Mortgage and Other Notes Receivable

Mortgage and Other Notes Receivable

Each of the Company’s mortgage notes receivable is collateralized by either a first mortgage, a second mortgage, or by an assignment of 100% of the partnership interests that own the real estate assets.  Other notes receivable include amounts due from tenants or government-sponsored districts and unsecured notes received from third parties as whole or partial consideration for property or investments.

Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
Columbia Place Outparcel	Feb 2022	5.00%	$	271	5.00%	$	283
One Park Place (1)	May 2022	5.00%	—		5.00%	783
Village Square (2)	Jul 2019	5.00%	1,130		4.00%	1,308
Other (3)	Dec 2016 - Jan 2047	4.90% - 9.50%	2,512		5.01% - 9.50%	2,510
			3,913			4,884
Other Notes Receivable:
ERMC	Sep 2021	4.00%	1,837		4.00%	2,183
Southwest Theaters LLC	Apr 2026	5.00%	576		5.00%	605
			2,413			2,788
			$	6,326		$	7,672

(1) The loan was retired in May 2019.

(2) The note was amended to extend the maturity date subsequent to June 30, 2019. See Note 15 for more information.

(3)

Includes a $1,100 note with D'Iberville Promenade, LLC, with a maturity date of December 2016, that is in default. This is secured by the joint venture partner's interest in the joint venture.

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Segment Information

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company measures performance and allocates resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Company’s segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues (2)	$	170,976		$	22,401		$	193,377
Property operating expenses (3)	(53,599		)	(3,379		)	(56,978		)
Interest expense	(21,556		)	(30,926		)	(52,482		)
Other expense	—			(34		)	(34		)
Gain on sales of real estate assets	2,478			3,049			5,527
Segment profit (loss)	$	98,299		$	(8,889	)	89,410
Depreciation and amortization expense							(64,478		)
General and administrative expense							(14,427		)
Interest and other income							356
Loss on impairment							(41,608		)
Income tax provision							(813		)
Equity in earnings of unconsolidated affiliates							1,872
Net loss							$	(29,688	)
Capital expenditures (4)	$	31,560		$	1,413		$	32,973

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues (2)	$	195,942		$	18,656		$	214,598
Property operating expenses (3)	(57,940		)	(4,102		)	(62,042		)
Interest expense	(25,962		)	(28,241		)	(54,203		)
Other expense	(35		)	(210		)	(245		)
Gain on sales of real estate assets	—			3,747			3,747
Segment profit (loss)	$	112,005		$	(10,150	)	101,855
Depreciation and amortization expense							(73,566		)
General and administrative expense							(13,490		)
Interest and other income							218
Loss on impairment							(51,983		)
Gain on investment							387
Income tax benefit							2,235
Equity in earnings of unconsolidated affiliates							4,368
Net loss							$	(29,976	)
Capital expenditures (4)	$	32,779		$	5,043		$	37,822

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues (2)	$	354,840		$	36,567		$	391,407
Property operating expenses (3)	(110,780		)	(7,873		)	(118,653		)
Interest expense	(44,746		)	(61,734		)	(106,480		)
Other expense	—			(34		)	(34		)
Gain on sales of real estate assets	2,478			3,277			5,755
Segment profit (loss)	$	201,792		$	(29,797	)	171,995
Depreciation and amortization expense							(134,270		)
General and administrative expense							(36,434		)
Litigation settlement expense							(88,150		)
Interest and other income							845
Gain on extinguishment of debt							71,722
Loss on impairment							(66,433		)
Income tax provision							(952		)
Equity in earnings of unconsolidated affiliates							5,180
Net loss							$	(76,497	)
Capital expenditures (4)	$	59,584		$	1,528		$	61,112

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues (2)	$	396,657		$	38,141		$	434,798
Property operating expenses (3)	(121,769		)	(8,126		)	(129,895		)
Interest expense	(51,736		)	(56,234		)	(107,970		)
Other expense	(84		)	(255		)	(339		)
Gain on sales of real estate assets	—			8,118			8,118
Segment profit (loss)	$	223,068		$	(18,356	)	204,712
Depreciation and amortization expense							(145,316		)
General and administrative expense							(31,794		)
Interest and other income							431
Loss on impairment							(70,044		)
Gain on investment							387
Income tax benefit							2,880
Equity in earnings of unconsolidated affiliates							8,107
Net loss							$	(30,637	)
Capital expenditures (4)	$	67,081		$	7,392		$	74,473

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	4,610,847	$	437,293	$	5,048,140
December 31, 2018	$	4,868,141	$	472,712	$	5,340,853

(1) The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management Company.

(2) Management, development and leasing fees are included in the All Other category. See Note 3 for information on the Company's revenues disaggregated by revenue source for each of the above segments.

(3) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(4)

Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.

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Earnings per Share and Earnings per Unit

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

Earnings per Share and Earnings per Unit

Earnings per Share and Earnings per Unit

Earnings per Share of the Company

Basic earnings per share (“EPS”) is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potential dilutive common shares outstanding. The limited partners’ rights to convert their noncontrolling interests in the Operating Partnership into shares of common stock are not dilutive. There were no potential dilutive common shares and there were no anti-dilutive shares for the three and six month periods ended June 30, 2019.

Due to a net loss for the three and six month periods ended June 30, 2018, the computation of diluted EPS does not include contingently issuable shares due to their anti-dilutive nature. Had the Company reported net income for the three months ended June 30, 2018, the denominator for diluted EPS would have been 172,867, including 205 contingently issuable shares related to performance stock unit ("PSU") awards. Had the Company reported net income for the for the six months ended June 30, 2018, the denominator for diluted EPS would have been 172,715, including 411 contingently issuable shares related to PSU awards.

Earnings per Unit of the Operating Partnership

Basic earnings per unit (“EPU”) is computed by dividing net income (loss) attributable to common unitholders by the weighted-average number of common units outstanding for the period. Diluted EPU assumes the issuance of common units for all potential dilutive common units outstanding. There were no potential dilutive common units and there were no anti-dilutive units for the three and six month periods ended June 30, 2019.

Due to a net loss for the three and six month periods ended June 30, 2018, the computation of diluted EPU does not include contingently issuable units due to their anti-dilutive nature. Had the Operating Partnership reported net income for the three months ended June 30, 2018, the denominator for diluted EPU would have been 199,972, including 205 contingently issuable units related to PSU awards. Had the Operating Partnership reported net income for the for the six months ended June 30, 2018, the denominator for diluted EPU would have been 200,142, including 411 contingently issuable units related to PSU awards.

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Contingencies

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Contingencies

Litigation

In April 2019, the Company entered into a settlement agreement and release with respect to the class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The settlement agreement states that the Company is to set aside a common fund with a monetary and non-monetary value of $90,000 to be disbursed to class members in accordance with an agreed-upon formula that is based upon aggregate damages of $60,000. Class members will be comprised of past and current tenants at certain of the Company's shopping centers that it owns or formerly owned during the class period, which will extend from January 1, 2011 through the date of court preliminary approval. Class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges, beginning no earlier than January 1, 2020 and continuing for the following five years. Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Company, including tenants which have declared bankruptcy or declare bankruptcy over the relevant period, will first be deducted from the amounts owed to the Company. All attorney’s fees and associated costs to be paid to class counsel (up to a maximum of $28,000), any incentive award to the class representative (up to a maximum of $50), and class administration costs (which are expected to not exceed $100), will be funded by the common fund, but must be approved by the court. Under the terms of the settlement agreement, the Company will not pay any dividends to holders of its common shares payable in the third and fourth quarters of 2019. The settlement agreement does not restrict the Company's ability to declare dividends payable in 2020 or in subsequent years. The Company recorded an accrued liability and corresponding litigation settlement expense of $88,150 in the three months ended March 31, 2019 related to the settlement agreement.

The Company is currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better

estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.    

Securities Litigation

The Company and certain of its officers and directors have been named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time.  The first such lawsuit, captioned Paskowitz v. CBL & Associates Properties, Inc., et al., 1:19-cv-00149-JRG-CHS, was filed on May 17, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between November 8, 2017 and March 26, 2019, inclusive.  The second such lawsuit, captioned Williams v. CBL & Associates Properties, Inc., et al., 1:19-cv-00181, was filed on June 21, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between April 29, 2016 and March 26, 2019, inclusive.  The third such lawsuit, captioned Merelles v. CBL & Associates Properties, Inc., et al., 1:19-CV-00193, was filed on July 2, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between July 29, 2014 and March 26, 2019.  The Court consolidated these cases on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00149-JRG-CHS. After plaintiff Laurence Paskowitz voluntarily dismissed his case on July 25, 2019, the Court re-consolidated the two remaining cases under the caption In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00181-JRG-CHS, on August 2, 2019. 

The complaints filed in the Securities Class Action Litigation allege violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s contingent liabilities, business, operations, and prospects during the periods of time specified above.  The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages sought.  The outcome of these legal proceedings cannot be predicted with certainty.

Certain of the Company’s current and former directors and officers have been named as defendants in three shareholder derivative lawsuits (collectively, the “Derivative Litigation”).  On June 4, 2019, a shareholder filed a putative derivative complaint captioned Robert Garfield v. Stephen D. Lebovitz et al., 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “Garfield Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors.  On June 24, 2019, another shareholder filed a putative derivative complaint captioned Robert Cohen v. Stephen D. Lebovitz et al., 1:19-cv-01185-LPS, also in the United States District Court for the District of Delaware (the “Cohen Derivative Action”), asserting substantially similar claims purportedly on behalf of the Company against similar defendants.  The Court consolidated the Garfield Derivative Action and the Cohen Derivative Action on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Derivative Litigation, 1:19-cv-01038-LPS, and on July 19, 2019, the parties jointly moved to stay the case pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation.  On July 22, 2019, another shareholder filed a putative derivative complaint captioned Shebitz v. Lebovitz et al., 1:19-cv-00213, in the United States District Court for the Eastern District of Tennessee, asserting substantially similar claims purportedly on behalf of the Company against similar defendants. On July 17, 2019, the Court consolidated the Garfield Derivative Action and the Cohen Derivative Action under the caption In re CBL & Associates Properties, Inc. Derivative Litigation, 1:19-cv-01038-LPS.  On July 25, 2019, the Court stayed these two actions pending resolution of an eventual motion to dismiss in the related Securities Class Action Litigation.

The complaints filed in the Derivative Litigation allege, among other things, breaches of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the federal securities laws.  The factual allegations upon which these claims are based are similar to the factual allegations made in the Securities Class Action Litigation, described above.  The complaints filed in the Derivative Litigation seek, among other things, unspecified damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures.  The outcome of these legal proceedings cannot be predicted with certainty.

The Company's insurance carriers have been placed on notice of these matters.

Environmental Contingencies

The Company evaluates potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such

environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Company believes its maximum potential exposure to loss would not be material to its results of operations or financial condition.

The Company has a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Guarantees

The Operating Partnership may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on the Operating Partnership’s investment in the joint venture.

The Operating Partnership may receive a fee from the joint venture for providing the guaranty. Additionally, when the Operating Partnership issues a guaranty, the terms of the joint venture agreement typically provide that the Operating Partnership may receive indemnification from the joint venture partner or have the ability to increase its ownership interest. The guarantees expire upon repayment of the debt, unless noted otherwise.

The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018:

	As of June 30, 2019										Obligation Recorded to Reflect Guaranty
Unconsolidated Affiliate	Company's Ownership Interest	Outstanding Balance		Percentage Guaranteed by the Operating Partnership			Maximum Guaranteed Amount		Debt Maturity Date (1)		6/30/2019		12/31/2018
West Melbourne I, LLC - Phase I (2)	50%	$	40,197	50	%		$	20,099	Feb-2021		$	201	$	203
West Melbourne I, LLC - Phase II (2)	50%	15,827		50	%		7,914		Feb-2021		79		80
Port Orange I, LLC	50%	54,629		50	%		27,315		Feb-2021		273		280
Ambassador Infrastructure, LLC	65%	10,050		100	%		10,050		Aug-2020		101		106
Shoppes at Eagle Point, LLC	50%	35,189		35	%	(3)	12,740		Oct-2020	(4)	127		364
EastGate Storage, LLC	50%	6,000		50	%	(5)	3,000		Dec-2022		32		65
Self-Storage at Mid Rivers, LLC	50%	5,434		50	%	(6)	2,717		Apr-2023		30		60
Parkdale Self Storage, LLC	50%	—		100	%	(7)	6,500		Jul-2024		—		—
				Total guaranty liability							$	843	$	1,158

(1) Excludes any extension options.

(2) The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively.

(3) The guaranty is for a fixed amount of $12,740 throughout the term of the loan, including any extensions.

(4) The loan has one two-year extension option, at the joint venture's election, for an outside maturity date of October 2022.

(5) The guaranty was reduced to 50% once construction was completed during the second quarter of 2019. The guaranty may be further reduced to 25% once certain debt and operational metrics are met.

(6) The Company received a 1% fee for the guaranty when the loan was issued in April 2018. The guaranty was reduced to 50% once construction was completed during the second quarter of 2019. The guaranty may be further reduced to 25% once certain debt and operational metrics are met.

(7) Parkdale Self Storage, LLC, a 50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to $6,500 for the development of a climate controlled self-storage facility adjacent to Parkdale Mall in Beaumont, TX. The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% of the loan.

The Company has guaranteed the lease performance of York Town Center, LP ("YTC"), an unconsolidated affiliate in which the Company owns a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions

in rent. The Company has guaranteed YTC’s performance under this agreement up to a maximum of $22,000, which decreases by $800 annually until the guaranteed amount is reduced to $10,000. The guaranty expires on December 31, 2020.  The maximum guaranteed obligation was $12,400 as of June 30, 2019.  The Company entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50% of any amounts it is obligated to fund under the guaranty.  The Company did not include an obligation for this guaranty because it determined that the fair value of the guaranty was not material as of June 30, 2019 and December 31, 2018.

Performance Bonds

The Company has issued various bonds that it would have to satisfy in the event of non-performance. The total amount outstanding on these bonds was $15,824 and $16,003 at June 30, 2019 and December 31, 2018, respectively.

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Share-Based Compensation

6 Months Ended

Jun. 30, 2019

Share-based Payment Arrangement, Noncash Expense [Abstract]

Share-Based Compensation

Share-Based Compensation

As of June 30, 2019, the Company has outstanding awards under the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan ("the 2012 Plan"), which was approved by the Company's shareholders in May 2012. The 2012 Plan permits the Company to issue stock options and common stock to selected officers, employees and non-employee directors of the Company up to a total of 10,400,000 shares. As the primary operating subsidiary of the Company, the Operating Partnership participates in and bears the compensation expense associated with the Company's share-based compensation plan.

Restricted Stock Awards

The Company may make restricted stock awards to independent directors, officers and its employees under the 2012 Plan. These awards are generally granted based on the performance of the Company and its employees. None of these awards have performance requirements other than a service condition of continued employment, unless otherwise provided. Compensation expense is recognized on a straight-line basis over the requisite service period.

Share-based compensation expense related to the restricted stock awards was $546 and $709 for the three months ended June 30, 2019 and 2018, respectively, and $2,259 and $2,476 for the six months ended June 30, 2019 and 2018, respectively. Share-based compensation cost capitalized as part of real estate assets was $27 and $102 for the three months ended June 30, 2019 and 2018, respectively, and $41 and $224 for the six months ended June 30, 2019 and 2018, respectively.

A summary of the status of the Company’s nonvested restricted stock awards as of June 30, 2019, and changes during the six months ended June 30, 2019, is presented below: 

	Shares		Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2019	875,497		$	7.99
Granted	855,681		$	2.23
Vested	(744,574	)	$	5.11
Forfeited	(8,158	)	$	6.29
Nonvested at June 30, 2019	978,446		$	5.16

As of June 30, 2019, there was $4,142 of total unrecognized compensation cost related to nonvested stock awards granted under the plans, which is expected to be recognized over a weighted-average period of 2.6 years.

Long-Term Incentive Program

In 2015, the Company adopted a long-term incentive program ("LTIP") for its named executive officers, which consists of performance stock unit ("PSU") awards and annual restricted stock awards, that may be issued under the 2012 Plan. The number of shares related to the PSU awards that each named executive officer may receive upon the conclusion of a three-year performance period is determined based on the Company's achievement of specified levels of long-term total stockholder return ("TSR") performance relative to the National Association of Real Estate Investment Trusts ("NAREIT") Retail Index, provided that at least a "Threshold" level must be attained for any shares to be earned.

Beginning with the 2018 PSUs, two-thirds of the quantitative portion of the award over the performance period will be based on the achievement of TSR relative to the NAREIT Retail Index while the remaining one-third will be based on the achievement of absolute TSR metrics for the Company. To maintain compliance with the 200,000 share annual equity grant limit under the 2012 Plan, beginning with the 2018 PSU grant, to the extent that a grant of PSUs could result in the issuance of a number of shares of common stock at the conclusion of the performance period that, when coupled with the number of shares of time-vesting restricted stock granted in the same year the PSUs were granted, would exceed the annual limit, any such excess will be converted to a cash bonus award with a value equivalent to the number of shares of common stock constituting such excess times the average of the high and low trading prices reported for CBL's common stock on the date such shares would otherwise have been issuable. Any such portion of the value of the 2018 PSUs or the 2019 PSUs earned payable as a cash bonus will be subject to the same vesting provisions as the issuance of common stock pursuant to the PSUs and is not expected to be significant. In addition, to the extent any cash is to be paid, the cash will be paid first relative to the vesting schedule, ahead of the issuance of shares of common stock with respect to the balance of PSUs earned.

Annual Restricted Stock Awards

Under the LTIP, annual restricted stock awards consist of shares of time-vested restricted stock awarded based on a qualitative evaluation of the performance of the Company and the named executive officer during the fiscal year. Annual restricted stock awards under the LTIP, which are included in the totals reflected in the preceding table, vest 20% on the date of grant with the remainder vesting in four equal annual installments.

Performance Stock Units

A summary of the status of the Company’s PSU activity as of June 30, 2019, and changes during the six months ended June 30, 2019, is presented below: 

	PSUs	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2019	910,911	$	4.67
2019 PSUs granted (1)	1,103,537	$	2.40
Outstanding at June 30, 2019 (2)	2,014,448	$	3.42

(1) Includes 566,862 shares classified as a liability due to the potential cash component described above.

(2) None of the PSUs outstanding at June 30, 2019 were vested.

Shares earned pursuant to the PSU awards vest 60% at the conclusion of the performance period while the remaining 40% of the PSU award vests 20% on each of the first two anniversaries thereafter.

Compensation cost is recognized on a tranche-by-tranche basis using the accelerated attribution method. The resulting expense, for awards classified as equity, is recorded regardless of whether any PSU awards are earned as long as the required service period is met.

The fair value of the potential cash component related to the 2019 PSUs is measured at each reporting period, using the same methodology as was used at the initial grant date, and classified as a liability on the condensed consolidated balance sheet as of June 30, 2019 with an adjustment to compensation expense. If the performance criterion is not satisfied at the end of the performance period for the 2019 PSUs, previously recognized compensation expense related to the liability-classified awards would be reversed as there would be no value at the settlement date.

Share-based compensation expense related to the PSUs was $443 and $533 for the three months ended June 30, 2019 and 2018, respectively, and $869 and $952 for the six months ended June 30, 2019 and 2018, respectively. Unrecognized compensation costs related to the PSUs was $3,304 as of June 30, 2019, which is expected to be recognized over a weighted-average period of 4.0 years.

The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs:

	2019 PSUs			2018 PSUs			2017 PSUs
Grant date	February 11, 2019			February 12, 2018			February 7, 2017
Fair value per share on valuation date (1)	$	4.74		$	4.76		$	6.86
Risk-free interest rate (2)	2.54		%	2.36		%	1.53		%
Expected share price volatility (3)	60.99		%	42.02		%	32.85		%

(1) The value of the PSU awards is estimated on the date of grant using a Monte Carlo simulation model. The valuation consists of computing the fair value using CBL's simulated stock price as well as TSR over a three-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2019 PSUs classified as equity consists of 357,800 shares at a fair value of $2.45 (which relate to relative TSR) and 178,875 shares at a fair value of $2.29 per share (which relate to absolute TSR). The weighted-average fair value per share related to the 2018 PSUs classified as equity consists of 240,164 shares at a fair value of $3.13 per share (which relate to relative TSR) and $120,064 shares at a fair value of $1.63 per share (which relate to absolute TSR).

(2) The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date, which is the respective grant date listed above.

(3)

The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a three-year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money.

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Noncash Investing and Financing Activities

6 Months Ended

Jun. 30, 2019

Supplemental Cash Flow Information [Abstract]

Noncash Investing and Financing Activities

Noncash Investing and Financing Activities

The Company’s noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Accrued dividends and distributions payable	$	2,420		$	41,656
Additions to real estate assets accrued but not yet paid	26,572			23,318
Conversion of Operating Partnership units for common stock	—			3,059
Lease liabilities arising from obtaining right-of-use assets	4,042			—
Deconsolidation upon contribution/assignment of interests in joint venture: (1)
Decrease in real estate assets	(566		)	(587		)
Increase in investment in unconsolidated affiliates	999			974
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,059		)	—
Decrease in mortgage and other indebtedness	124,111			—
Decrease in operating assets and liabilities	9,333			—
Decrease in intangible lease and other assets	(1,663		)	—

(1)

See Note 7 for additional information.

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Subsequent Events

6 Months Ended

Jun. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

In July 2019, the Company closed on the sale of the office building at 850 Greenbrier Circle, located in Chesapeake, VA. The property was sold for a gross price of $10,500.

In July 2019, the Company closed on the sale of a Kroger parcel at Foothills Plaza, located in Maryville, TN. The property was sold for a gross price of $2,350.

In July 2019, the Company closed on the sale of the Forum at Grandview, located in Madison, MS. The property was sold for a gross price of $31,750.

In July 2019, the Company closed on the sale of the Barnes & Noble parcel, located in High Point, NC. The property was sold for a gross price of $2,000.

In July 2019, the lender foreclosed on the loan secured by Triangle Town Center.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

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Combined Guarantor Subsidiaries - Combined Balance Sheets

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiaries - Combined Statements of Operations

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiaries - Combined Statements of Owners' Equity

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiiaries - Combined Statements of Cash Flows

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

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Combined Guarantor Subsidiaries - Organization and Basis of Presentation

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiaries - Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiaries - Revenues

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiaries - Leases

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiaries - Fair Value Measurements

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiaries - Dispositions

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiaries - Mortgage Notes Payable, Net

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiaries - Mortgage and Other Notes Receivable

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiaries - Related Party Transactions

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiaries - Segment Information

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiaries - Contingencies

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiaries - Noncash Investing and Financing Activities

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

XML

Combined Guarantor Subsidiaries - Subsequent Events

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Combined Guarantor Subsidiaries

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Balance Sheets

(In thousands)

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

The accompanying notes are an integral part of these combined statements.

Combined Guarantor Subsidiaries of

CBL & Associates Limited Partnership

Combined Statements of Owners' Equity

(In thousands)

 (Unaudited)

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

The accompanying notes are an integral part of these combined statements.

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1) Included in intangible lease assets and other assets in the combined balance sheets.

 The accompanying notes are an integral part of these combined statements.

Note 1 – Organization and Basis of Presentation

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties.  Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional five malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties”. In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. The Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5) Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership’s condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide these combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These combined financial statements and notes are presented as an exhibit to the Operating Partnership's quarterly report on Form 10-Q for ease of reference.

The accompanying combined financial statements are unaudited. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements represent the combined financial statements of the Combined Guarantor Subsidiaries on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions have been eliminated. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Real Estate Assets

The Combined Guarantor Subsidiaries capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including

interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the combined statements of operations from the respective dates of acquisition. The Combined Guarantor Subsidiaries allocate the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Combined Guarantor Subsidiaries use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Combined Guarantor Subsidiaries expect future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to rental revenues, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $665 and $536 for the three months ended June 30, 2019 and 2018, respectively, and $1,291 and $1,262 for the six months ended June 30, 2019 and 2018, respectively. The estimated total net amortization expense for the six remaining months of 2019 and the following five succeeding years is $709 for the remainder of 2019, $1,166 in 2020, $1,212 in 2021, $991 in 2022, $680 in 2023 and $614 in 2024.

Total interest expense capitalized was $101 and $210 for the three months ended June 30, 2019 and 2018, respectively, and $196 and $398 for the six months ended June 30, 2019 and 2018, respectively.

Carrying Value of Long-Lived Assets

The Combined Guarantor Subsidiaries monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Combined Guarantor Subsidiaries assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Combined Guarantor Subsidiaries' probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Combined Guarantor Subsidiaries adjust the carrying value of the long-lived asset to its estimated

fair value and recognizes an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value.  Certain of the Combined Guarantor Subsidiaries' long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that the Combined Guarantor Subsidiaries estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Combined Guarantor Subsidiaries' impairment analyses may not be achieved. See Note 5 for information related to the impairment of long-lived assets for 2019 and 2018.

Cash and Cash Equivalents

The Combined Guarantor Subsidiaries consider all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $3,434 and $7,139 was included in intangible lease assets and other assets at June 30, 2019 and December 31, 2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable.

Deferred Financing Costs

Net deferred financing costs related to the Combined Guarantor Subsidiaries' indebtedness of $237 and $361 were included in mortgage notes payable at June 30, 2019 and December 31, 2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $62 for each of the three months ended June 30, 2019 and 2018, respectively, and $124 and $139 for the six months ended June 30, 2019 and 2018, respectively. Accumulated amortization of deferred financing costs was $1,216 and $1,092 as of June 30, 2019 and December 31, 2018, respectively.

Gain on Sales of Real Estate Assets

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that the Combined Guarantor Subsidiaries identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations. In circumstances where the Combined Guarantor Subsidiaries contract to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

No provision has been made for federal and state income taxes since these taxes are the responsibility of the owners. As of June 30, 2019, tax years that generally remain subject to examination by the Combined Guarantor Subsidiaries' major tax jurisdictions include 2018, 2017, 2016 and 2015.

 Concentration of Credit Risk

The Combined Guarantor Subsidiaries tenants include national, regional and local retailers. Financial instruments that subject the Combined Guarantor Subsidiaries to concentrations of credit risk consist primarily of tenant receivables. The Combined Guarantor Subsidiaries generally do not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants. The Combined Guarantor Subsidiaries derive a substantial portion of rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 10.0% of the Combined Guarantor Subsidiaries' total combined revenues for the three and six months ended June 30, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Note 3 – Revenues

Contract Balances

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Revenues

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4) Sales taxes are excluded from revenues.

See Note 10 for information on the Combined Guarantor Subsidiaries' segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties that own anchor or outparcel buildings at the Combined Guarantor Subsidiaries' properties and pay no rent, the Combined Guarantor Subsidiaries receive reimbursements for certain operating expenses such as ring road and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Combined Guarantor Subsidiaries' performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Marketing revenues

The Combined Guarantor Subsidiaries earn marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Combined Guarantor Subsidiaries provide advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Combined Guarantor Subsidiaries allocate the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Combined Guarantor Subsidiaries' expected cost plus margin. Revenue is recognized as the Combined Guarantor Subsidiaries' performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Combined Guarantor Subsidiaries have not fully or have partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Combined Guarantor Subsidiaries' performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Combined Guarantor Subsidiaries do not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Combined Guarantor Subsidiaries recognize revenue at the amount to which they have the right to invoice, which primarily relate to services performed for certain operating expense reimbursements, as described above. Performance obligations related to fixed operating expense reimbursements for certain noncancellable contracts are disclosed below.

Outstanding Performance Obligations

The Combined Guarantor Subsidiaries have outstanding performance obligations related to certain noncancellable contracts with customers for which they will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

The Combined Guarantor Subsidiaries evaluate performance obligations each period and make adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration which is based on sales is constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Combined Guarantor Subsidiaries adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases.

To determine whether a contract contains a lease, the Combined Guarantor Subsidiaries evaluated contracts and verified that there was an identified asset and that the Combined Guarantor Subsidiaries, or the tenant, have the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Combined Guarantor Subsidiaries are the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Combined Guarantor Subsidiaries are the lessor. After determining that the contract contains a lease, the Combined Guarantor Subsidiaries identified the lease component and any nonlease components associated with that lease component, and through the Combined Guarantor Subsidiaries' election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2 for additional information about these accounting standards.

Lessor

Rental Revenues

The majority of the Combined Guarantor Subsidiaries' revenues are earned through the lease of space at their properties. All of the Combined Guarantor Subsidiaries' leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Combined Guarantor Subsidiaries' leases contain penalties for early termination. The Combined Guarantor Subsidiaries do not have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Combined Guarantor Subsidiaries receive reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Lessee

The Combined Guarantor Subsidiaries have one ground lease where they own the buildings and improvements, but lease the underlying land. The maturity of the lease is January 1, 2073 and provides for five year renewal options. The Combined Guarantor Subsidiaries included the renewal options in the lease term for purposes of calculating the lease liability and ROU asset because they have no plans to cease operating the asset associated with this ground lease. The lease payments on the ground lease are fixed.

The Combined Guarantor Subsidiaries' ROU asset and lease liability are presented in the combined balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

The Combined Guarantor Subsidiaries' incurred $10 and $20 of lease expense for the three and six months ended June 30, 2019, respectively.

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1) Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Combined Guarantor Subsidiaries elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Combined Guarantor Subsidiaries also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Combined Guarantor Subsidiaries elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Combined Guarantor Subsidiaries made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Combined Guarantor Subsidiaries have elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2 for additional information about these accounting standards.

Note 5 – Fair Value Measurements

The Combined Guarantor Subsidiaries have categorized financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments.  Based on the interest rates for similar financial instruments, the carrying value of the note receivable is a reasonable estimate of fair value.  The estimated fair value of mortgage notes payable was $256,285 and $319,222 at June 30, 2019 and December 31, 2018, respectively.  The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage notes payable using estimated market rates at which similar loans would be made currently.

Fair Value Measurements on a Nonrecurring Basis

The Combined Guarantor Subsidiaries measure the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Combined Guarantor Subsidiaries consider both quantitative and qualitative factors in their impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Combined Guarantor Subsidiaries classify such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in 2019

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

Note 6 – Dispositions

The Combined Guarantor Subsidiaries evaluate disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Based on analysis, the Combined Guarantor Subsidiaries determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income for all periods presented, as applicable.

2019 Dispositions

The Combined Guarantor Subsidiaries recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 7 for more information. The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1) The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

2018 Dispositions

The Combined Guarantor Subsidiaries realized a gain of $1,708 primarily related to the sale of four outparcels during the six months ended June 30, 2018. Also, the Company realized a loss of $(11) related to costs incurred during the three and six months ended June 30, 2018, for outparcel sales that occurred in prior periods.

Note 7 – Mortgage Notes Payable, Net

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) See Note 6 related to the retirement of this loan.

2018 Loan Repayments

In January 2018, the Combined Guarantor Subsidiaries repaid the outstanding balance of $37,295 on the fixed-rate loan secured by Kirkwood Mall with cash contributed by the Operating Partnership. The loan had a maturity date of April 2018 and bore interest at 5.75%.

Scheduled Principal Payments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1) Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Of the $68,980 of scheduled principal payments in 2019, $66,301 relates to the principal balance of Greenbrier Mall and $2,679 relates to scheduled principal amortization.

The Combined Guarantor Subsidiaries' mortgage notes payable had a weighted-average maturity of 1.9 years as of June 30, 2019 and 1.1 years as of December 31, 2018.

Note 8 – Mortgage and Other Notes Receivable

Each of the mortgage notes receivable is collateralized by a first mortgage. Other notes receivable include amounts due from a government sponsored district for reimbursable costs pursuant to an agreement with the district. The Combined Guarantor Subsidiaries review the mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

Note 9 – Related Party Transactions

The Combined Guarantor Subsidiaries are party to management agreements with CBL & Associates Management, Inc. (“CBL Management”), which is controlled by the Operating Partnership, to manage the Guarantor Properties. The agreements provide that the Guarantor Properties pay management fees equal to a percentage of gross revenues as defined by the respective management agreements. The management fee percentage ranges from 2.5% to 3.5% based on the agreements. Within property operating expenses, management fee expense was $1,522 and $1,454 for the three months ended June 30, 2019 and 2018, respectively, and $3,014 and $3,005 for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to CBL Management for management fees were $364 and $176 as of June 30, 2019 and December 31, 2018.

Note 10 – Segment Information

The Combined Guarantor Subsidiaries measure performance and allocate resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

Note 11 – Contingencies

Litigation

On March 20, 2019, the board of directors of CBL, the parent of the Operating Partnership, approved the structure of a settlement of a class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida (the “Court”) by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The CBL entities that were the defendants in the action (and which are responsible for payments under the settlement) are CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, CBL & Associates Management, Inc. and JG Gulf Coast Town Center, LLC (collectively, the “CBL Defendant Entities”). In its action, plaintiff sought unspecified monetary damages as well as costs and attorneys’ fees, based on allegations that the CBL Defendant Entities overcharged tenants at bulk metered malls for electricity. Under the terms of the proposed settlement, the CBL Defendant Entities have denied all allegations of wrongdoing and have asserted that their actions have at all times been lawful and proper. No Combined Guarantor Subsidiary is a CBL Defendant Entity and no Combined Guarantor Subsidiary is responsible for payment of amounts under the above-referenced settlement.

Class members will include past and current tenants of certain Guarantor Properties (the “Guarantor Class Subsidiaries”) during the class period, which will extend from January 1, 2011 through the date of the Court's preliminary approval of the settlement. Under the terms of the proposed settlement, class members who are past tenants and make a claim will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges for a five-year period that will begin at a time determined in conjunction with the final settlement agreement (the “credit period”). Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Guarantor Class Subsidiaries, the CBL Defendant Entities or any other affiliate of those entities, including tenants which have declared bankruptcy or declare bankruptcy over the credit period, will first be deducted from the amounts owed to the Guarantor Class Subsidiaries, the CBL Defendant Entities, or any other affiliate of those entities. CBL Defendant Entities will be responsible for directly paying all cash payments that are made to past tenants who have made a claim. CBL Defendant Entities will be responsible for directly funding to the Guarantor Class Subsidiaries an amount equal to any credits that are due to and taken by current tenants of the Guarantor Class Subsidiaries during the credit period. CBL Defendant Entities intend to fund all amounts due to past and current tenants under the settlement such that the Guarantor Class Subsidiaries' cash flows and results of operations are not impacted by the settlement.

The Combined Guarantor Subsidiaries are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Combined Guarantor Subsidiaries record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Combined Guarantor Subsidiaries accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Combined Guarantor Subsidiaries accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Combined Guarantor Subsidiaries disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Combined Guarantor Subsidiaries disclose the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Combined Guarantor Subsidiaries.    

Environmental Contingencies

The Combined Guarantor Subsidiaries evaluate potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Combined Guarantor Subsidiaries believe the maximum potential exposure to loss would not be material to results of operations or financial condition.

The Combined Guarantor Subsidiaries have a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Note 12 – Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

Subsequent Events

In August 2019, the Hamilton Corner note receivable was amended to extend the maturity date to February 1, 2020.

In August 2019, the Village Square note receivable was amended to extend the maturity date to September 30, 2019.

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Recent Accounting Pronouncements (Policies)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Consolidation of Variable Interest Entity

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE. 

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the disclosures required by GAAP for complete financial

statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended June 30, 2019 are not necessarily indicative of the results to be obtained for the full fiscal year.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2018.

Recent Accounting Pronouncements

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for leases with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Company's condensed consolidated financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Company's condensed consolidated financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Company is evaluating the impact that this update may have on its condensed consolidated financial statements and related disclosures.
ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	January 1, 2020 - Prospective	The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Company is to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense. The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement. The Company does not expect the adoption of this guidance will have a material impact on its condensed consolidated financial statements or disclosures.

Fair Value Measurements

The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Commitments and Contingencies

The Company is currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better

estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.

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Organization and Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Properties Owned by Operating Partnership

As of June 30, 2019, the Operating Partnership owned interests in the following properties:

		Other Properties
	Malls (1)	Associated Centers	Community Centers	Office Buildings/Other		Total
Consolidated properties	56	20	2	5	(2)	83
Unconsolidated properties (3)	8	3	5	2		18
Total	64	23	7	7		101

(1) Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center).

(2) Includes CBL's two corporate office buildings.

(3)

The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights.

Schedule of Properties under Development

At June 30, 2019, the Operating Partnership had interests in the following properties under development:

	Consolidated Properties
	Malls	All Other
Redevelopments	6	—

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Recent Accounting Pronouncements (Tables)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for leases with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Company's condensed consolidated financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Company's condensed consolidated financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Company is evaluating the impact that this update may have on its condensed consolidated financial statements and related disclosures.
ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	January 1, 2020 - Prospective	The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Company is to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense. The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement. The Company does not expect the adoption of this guidance will have a material impact on its condensed consolidated financial statements or disclosures.

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Revenues (Tables)

6 Months Ended

Jun. 30, 2019

Revenue from Contract with Customer [Abstract]

Schedule of Contract Assets and Liabilities

A summary of the Company's contract assets activity during the six months ended June 30, 2019 is presented below:

	Contract Assets
Balance as of December 31, 2018	$	289
Tenant openings	(139		)
Executed leases	25
Balance as of March 31, 2019	175
Tenant openings	(139		)
Executed leases	190
Balance as of June 30, 2019	$	226

A summary of the Company's contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	265
Completed performance obligation	(4		)
Contract obligation	—
Balance as of March 31, 2019	261
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	261

The Company has the following contract balances as of June 30, 2019:

		As of June 30, 2019		Expected Settlement Period
Description	Financial Statement Line Item			2019 (1)			2020			2021			2022			2023
Contract assets (2)	Management, development and leasing fees	$	226	$	(155	)	$	(25	)	$	(42	)	$	—		$	(4	)
Contract liability (3)	Other rents	261		(99		)	(54		)	(54		)	(54		)	—

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Represents leasing fees recognized as revenue in the period in which the lease is executed. Under certain third party and unconsolidated affiliates' contracts, the remaining 50% of the commissions are paid when the tenant opens. The tenant typically opens within a year, unless the project is in development.

(3)

Relates to a contract in which the Company received advance payments in the initial year of the multi-year contract.

Schedule of Disaggregation of Revenue

The following table presents the Company's revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	185,393	$	207,568	$	376,373	$	420,297
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	2,061		2,168		4,204		4,511
Management, development and leasing fees (3)	2,586		2,643		5,109		5,364
Marketing revenues (4)	1,218		928		2,092		2,223
	5,865		5,739		11,405		12,098
Other revenues	2,119		1,291		3,629		2,403
Total revenues (5)	$	193,377	$	214,598	$	391,407	$	434,798

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $1,892 in the Malls segment and $169 in the All Other segment for the three months ended June 30, 2019, and includes $2,083 in the Malls segment and $85 in the All Other segment for the three months ended June 30, 2018. Includes $4,084 in the Malls segment and $120 in the All Other segment for the six months ended June 30, 2019, and includes $4,273 in the Malls segment and $238 in the All Other segment for the six months ended June 30, 2018.

(3) Included in All Other segment.

(4) Includes $1,217 in the Malls segment and $1 in the All Other segment for the three months ended June 30, 2019, and includes $927 in the Malls segment and $1 in the All Other segment for the three months ended June 30, 2018. Includes $2,093 in the Malls segment and $(1) in the All Other segment for the six months ended June 30, 2019, and includes $2,221 in the Malls segment and $2 in the All Other segment for the six months ended June 30, 2018. See description below.

(5)

Sales taxes are excluded from revenues.

Schedule of Expected Recognition of Remaining Performance Obligation

As of June 30, 2019, the Company expects to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	25,233	$	48,825	$	48,226	$	122,284

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Leases (Tables)

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Schedule of Components of Lease Revenue

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	151,730	$	311,002
Variable lease payments	33,663		65,371
Total rental revenues	$	185,393	$	376,373

Schedule of Undiscounted Future Lease Payments to be Received

The undiscounted future fixed lease payments to be received under the Company's operating leases as of June 30, 2019, are as follows:

Years Ending December 31,	Operating Leases
2019 (1)	$	276,503
2020	518,603
2021	450,475
2022	373,187
2023	307,880
2024	239,693
Thereafter	593,446
Total undiscounted lease payments	$	2,759,787

(1)

Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

Schedule of Future Minimum Rental Payments Receivable for Operating Leases

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future minimum rental income from lessees under non-cancellable operating leases where the Company is the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	497,014
2020	426,228
2021	363,482
2022	294,441
2023	234,191
Thereafter	531,792
Total	$	2,347,148

Schedule of Right-of-Use Asset and Lease Liability Activity

A summary of the Company's ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	4,160		$	4,074
Cash reduction	(242		)	(242		)
Noncash increase	127			210
Balance as of June 30, 2019	$	4,045		$	4,042

Schedule of Lease Expense

The components of lease expense are presented below:

	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Lease expense:
Operating lease expense	$	207		$	425
Variable lease expense	(2		)	30
Rent Expense	$	205		$	455

Schedule of Undiscounted Future Lease Payments under Operating Leases

The undiscounted future lease payments to be paid under the Company's operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	317
2020	567
2021	608
2022	332
2023	284
2024	263
Thereafter	12,019
Total undiscounted lease payments	$	14,390
Less imputed interest	(10,348		)
Lease Liability	$	4,042

(1)

Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

Schedule of Future Minimum Rental Payments for Operating Leases

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future obligations to be paid under the Company's operating leases where the Company is the lessee as of December 31, 2018 is also presented below:

2019	$	504
2020	610
2021	517
2022	321
2023	281
Thereafter	12,297
	$	14,530

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

Schedule of Assets Measured on a Nonrecurring Basis

The following table sets forth information regarding the Company's assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	127,319	$	—	$	—	$	127,319	$	66,433

The following table sets forth information regarding the Company's assets that were measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2018:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	34,000	$	—	$	—	$	34,000	$	70,044

Schedule of Impairment on Real Estate Properties

During the six months ended June 30, 2019, the Company recognized an impairment of real estate of $66,662 related to three malls and one community center.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment			Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Mall	$	22,770		$	56,300
March/April	Honey Creek Mall (2)	Terre Haute, IN	Mall	2,045			14,360
June	The Forum at Grandview (3)	Madison, MS	All Other	8,582			31,559
June	EastGate Mall (4)	Cincinnati, OH	Mall	33,265			25,100
January/March	Other adjustments (5)	Various	Mall	(229		)	—
				$	66,433		$	127,319

(1) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline in cash flows due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

(2) During the quarter ended March 31, 2019, the Company adjusted the book value of the mall to the net sales price of $14,360 based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was sold in April 2019 and $(239) was recorded related to a true-up of closing costs. See Note 6 for additional information.

(3) The Company adjusted the book value to the net sales price of $31,559 based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The property was classified as held for sale at June 30, 2019 and was sold in July 2019. See Note 6 for additional information.

(4) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $25,100. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of EastGate Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.5% and a discount rate 15.0%.

(5)

Related to true-ups of estimated expenses to actual expenses for properties sold in prior periods.

During the six months ended June 30, 2018, the Company recognized an impairment of real estate of $70,044 related to two malls:

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Janesville Mall (1)	Janesville, WI	Malls	$	18,061	$	—	(2)
June	Cary Towne Center (3)	Cary, NC	Malls	51,983		34,000
				$	70,044	$	34,000

(1) The Company adjusted the book value of the mall to the net sales price of $17,640 in a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was sold in July 2018. See Note 6 for additional information.

(2) The long-lived asset was not included in the Company's condensed consolidated balance sheets at December 31, 2018 as the Company no longer had an interest in the property.

(3)

In June 2018, the Company was notified by IKEA that, as a result of a shift in its corporate strategy, it was terminating the contract to purchase land at the mall upon which it would develop and open a store. Under the terms of the interest-only non-recourse loan secured by the mall, the loan matures on the date the IKEA contract terminates if that date is prior to the scheduled maturity date of March 5, 2019. The Company engaged in conversations with the lender regarding a potential restructure of the loan. Based on the results of these conversations, the Company concluded that an impairment was required because it was unlikely to recover the asset's net carrying value through future cash flows. Management determined the fair value of Cary Towne Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a 10-year holding period, a capitalization rate of 12.0% and a discount rate of 13%. See Note 8 for additional information.

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Dispositions and Held for Sale (Tables)

6 Months Ended

Jun. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Dispositions and Held-for-Sale

The following is a summary of the Company's 2019 dispositions:

				Sales Price
Sales Date	Property	Property Type	Location	Gross		Net		Gain
April	Honey Creek Mall (1)	Mall	Terre Haute, IN	$	14,600	$	14,360	$	—
April	The Shoppes at Hickory Point	Mall	Forsyth, IL	2,508		2,407		1,326
June	Courtyard by Marriott at Pearland Town Center	All Other	Pearland, TX	15,100		14,795		1,910
				$	32,208	$	31,562	$	3,236

(1) The Company recognized a loss on impairment of $2,284 in March 2019 when it adjusted the book value of the mall to the net sales price based on a signed contract with a third party buyer and recognized $(239) in April 2019 related to a true-up of closing costs. See Note 5 for additional information.

The following properties were classified as held for sale as of June 30, 2019:

Property	Property Type	Location	Total Assets		Total Liabilities		Percentage of the Company's Total Assets
850 Greenbrier Circle (1)	All Other	Chesapeake, VA	$	10,233	$	35	0.2	%
Foothills Plaza - Kroger (1)	All Other	Maryville, TN	1,091		—		—	%
The Forum at Grandview (1)	All Other	Madison, MS	32,195		569		0.6	%
High Point - Barnes & Noble (1)	All Other	High Point, NC	1,055		59		—	%
			$	44,574	$	663

(1) The property was sold subsequent to June 30, 2019. See Note 15 for additional information.

The following is a summary of these dispositions:

Sale/Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796
January	Cary Towne Center (2)	Mall	Cary, NC	43,716		9,926
				$	163,476	$	71,722

(1) The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Company also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

(2)

The Company sold the mall for $31,500 and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven. The Company recorded a loss on impairment of real estate of $54,678 during 2018 to write down the book value of the mall to its then estimated fair value. The Company also recorded $237 of aggregate non-cash default interest expense during the first quarter of 2019.

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Unconsolidated Affiliates and Noncontrolling Interests (Tables)

6 Months Ended

Jun. 30, 2019

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Condensed Combined Financial Statements of Unconsolidated Affiliates

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

	June 30, 2019			December 31, 2018
ASSETS
Investment in real estate assets	$	2,103,300		$	2,097,088
Accumulated depreciation	(701,616		)	(674,275		)
	1,401,684			1,422,813
Developments in progress	23,431			12,569
Net investment in real estate assets	1,425,115			1,435,382
Other assets	172,545			188,521
Total assets	$	1,597,660		$	1,623,903

	June 30, 2019		December 31, 2018
LIABILITIES
Mortgage and other indebtedness, net	$	1,315,885	$	1,319,949
Other liabilities	37,152		39,777
Total liabilities	1,353,037		1,359,726
OWNERS' EQUITY
The Company	179,120		191,050
Other investors	65,503		73,127
Total owners' equity	244,623		264,177
Total liabilities and owners' equity	$	1,597,660	$	1,623,903

	Total for the Three Months Ended June 30,
	2019		2018
Total revenues	$	54,230	$	55,083
Net income (1)	$	2,993	$	7,242

(1) The Company's share of net income is $1,872 and $4,368 for the three months ended June 30, 2019 and 2018, respectively.

	Total for the Six Months Ended June 30,
	2019		2018
Total revenues	$	110,097	$	112,264
Net income (1)	$	9,003	$	12,551

(1)

The Company's share of net income is $5,180 and $8,107 for the six months ended June 30, 2019 and 2018, respectively.

Schedule of Financings of Unconsolidated Affiliates

The Company's unconsolidated affiliates had the following loan activity in 2019:

Date	Property	Stated Interest Rate		Maturity Date	Amount Financed or Extended
May	Parkdale Self Storage (1)	5.25%	(2)	July 2024	$	6,500

(1) Parkdale Self Storage, LLC, a 50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to $6,500 for the development of a climate controlled self-storage facility adjacent to Parkdale Mall in Beaumont, TX. There were no draws on the construction loan at June 30, 2019. The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% of the loan. See Note 12 for more information.

(2)

The interest rate is variable and is the greater of 5.25% or LIBOR + 2.80%.

Schedule of Limited Partners' Capital Account by Class

Noncontrolling interests consist of the following:

	As of
	June 30,  2019		December 31, 2018
Noncontrolling interests:
Operating Partnership	$	41,559	$	55,917
Other consolidated subsidiaries	13,222		12,111
	$	54,781	$	68,028

Schedule of Variable Interest Entities

The table below lists the Company's unconsolidated VIEs as of June 30, 2019:

	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC (1)	$	—	$	10,050
Bullseye, LLC	5		5
EastGate Storage, LLC (2)	939		3,000
G&I VIII CBL Triangle LLC (3)	—		—
Parkdale Self Storage, LLC (4)	1,125		6,500
Self-Storage at Mid Rivers, LLC (2)	912		2,717
Shoppes at Eagle Point, LLC (5)	16,344		16,344

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

(2) The debt is guaranteed by the Operating Partnership at 50%. See Note 12 for more information.

(3) 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. Subsequent to June 30, 2019, the lender foreclosed on the loan that is secured by the property. See Note 15 for more information.

(4) The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% of the loan. See Note 12 for more information.

(5)

The debt is guaranteed by the Operating Partnership at a fixed amount of $12,740. See Note 12 for more information.

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Mortgage and Other Indebtedness, Net (Tables)

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Schedule of Mortgage and Other Indebtedness

Description	Issued (1)	Amount		Interest Rate (2)	Maturity Date (3)
2023 Notes	November 2013	$	450,000	5.25%	December 2023
2024 Notes	October 2014	300,000		4.60%	October 2024
2026 Notes	December 2016 / September 2017	625,000		5.95%	December 2026

(1) Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.

(2) Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45%. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of June 30, 2019, this ratio was 34% as shown below.

(3)

The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026, July 15, 2024, and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50%, 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.

Net mortgage and other indebtedness consisted of the following:

	June 30, 2019				December 31, 2018
	Amount			Weighted- Average Interest Rate (1)	Amount			Weighted- Average Interest Rate (1)
Fixed-rate debt:
Non-recourse loans on operating properties	$	1,581,780		5.21%	$	1,783,097		5.33%
Senior unsecured notes due 2023 (2)	447,656			5.25%	447,423			5.25%
Senior unsecured notes due 2024 (3)	299,956			4.60%	299,953			4.60%
Senior unsecured notes due 2026 (4)	617,048			5.95%	616,635			5.95%
Total fixed-rate debt	2,946,440			5.31%	3,147,108			5.37%
Variable-rate debt:
Recourse loans on operating properties	56,721			5.05%	68,607			4.97%
Construction loan	16,684			5.33%	8,172			5.25%
Secured line of credit	383,084			4.69%	—			—%
Unsecured lines of credit	—			—%	183,972			3.90%
Secured term loan	482,500			4.69%	—			—%
Unsecured term loans	—			—%	695,000			4.21%
Total variable-rate debt	938,989			4.72%	955,751			4.21%
Total fixed-rate and variable-rate debt	3,885,429			5.17%	4,102,859			5.10%
Unamortized deferred financing costs	(19,490		)		(15,963		)
Liabilities related to assets held for sale (5)	—				(43,716		)
Total mortgage and other indebtedness, net	$	3,865,939			$	4,043,180

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) The balance is net of an unamortized discount of $2,344 and $2,577 as of June 30, 2019 and December 31, 2018, respectively.

(3) The balance is net of an unamortized discount of $44 and $47 as of June 30, 2019 and December 31, 2018, respectively.

(4) The balance is net of an unamortized discount of $7,952 and $8,365 as of June 30, 2019 and December 31, 2018, respectively.

(5)

Represents a non-recourse mortgage loan secured by Cary Towne Center that was classified on the condensed consolidated balance sheet as liabilities related to assets held for sale as of December 31, 2018.

Schedule of Covenant Compliance

The following presents the Company's compliance with key covenant ratios, as defined, of the Notes and the senior secured credit facility as of June 30, 2019:

Ratio	Required	Actual
Total debt to total assets	< 60%	52%
Secured debt to total assets	< 40% (1)	34%
Total unencumbered assets to unsecured debt	> 150%	191%
Consolidated income available for debt service to annual debt service charge	> 1.5x	2.3x

(1)

Secured debt to total assets must be less than 40% for the 2026 Notes. Secured debt to total assets must be less than 45% for the 2023 Notes and the 2024 Notes until January 1, 2020, after which the required ratio will be reduced to 40%.

Schedule of Loan Repayments

Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
April	Honey Creek Mall (1)	8.00%	July 2019	$	23,539

(1)

The Company retired the loan using proceeds from the refinancing of the loan secured by Volusia Mall as well as proceeds from the sale of Honey Creek Mall.

Schedule of Fixed Rate Loans

The following is a summary of the Company's 2019 dispositions for which the fixed-rate loan secured by the mall was extinguished:

Transfer Date		Interest Rate at Repayment Date	Scheduled Maturity Date	Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property
January	Acadiana Mall (1)	5.67%	April 2017	$	119,760	$	61,795
January	Cary Towne Center (2)	4.00%	June 2018	43,716		9,927
				$	163,476	$	71,722

(1) The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property.

(2)

The Company sold the mall for $31,500 and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven.

Schedule of Principal Repayments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including construction loans and lines of credit, are as follows: 

2019 (1)	$	139,396
2020	247,495
2021	548,799
2022	470,312
2023	1,268,787
2024	405,909
Thereafter	815,071
	3,895,769
Unamortized discounts	(10,340		)
Unamortized deferred financing costs	(19,490		)
Total mortgage and other indebtedness, net	$	3,865,939

(1)

Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

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Mortgage and Other Notes Receivable (Tables)

6 Months Ended

Jun. 30, 2019

Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract]

Schedule of Mortgage and Other Notes Receivable

Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
Columbia Place Outparcel	Feb 2022	5.00%	$	271	5.00%	$	283
One Park Place (1)	May 2022	5.00%	—		5.00%	783
Village Square (2)	Jul 2019	5.00%	1,130		4.00%	1,308
Other (3)	Dec 2016 - Jan 2047	4.90% - 9.50%	2,512		5.01% - 9.50%	2,510
			3,913			4,884
Other Notes Receivable:
ERMC	Sep 2021	4.00%	1,837		4.00%	2,183
Southwest Theaters LLC	Apr 2026	5.00%	576		5.00%	605
			2,413			2,788
			$	6,326		$	7,672

(1) The loan was retired in May 2019.

(2) The note was amended to extend the maturity date subsequent to June 30, 2019. See Note 15 for more information.

(3)

Includes a $1,100 note with D'Iberville Promenade, LLC, with a maturity date of December 2016, that is in default. This is secured by the joint venture partner's interest in the joint venture.

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Schedule of Information on Reportable Segments

Information on the Company’s segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues (2)	$	170,976		$	22,401		$	193,377
Property operating expenses (3)	(53,599		)	(3,379		)	(56,978		)
Interest expense	(21,556		)	(30,926		)	(52,482		)
Other expense	—			(34		)	(34		)
Gain on sales of real estate assets	2,478			3,049			5,527
Segment profit (loss)	$	98,299		$	(8,889	)	89,410
Depreciation and amortization expense							(64,478		)
General and administrative expense							(14,427		)
Interest and other income							356
Loss on impairment							(41,608		)
Income tax provision							(813		)
Equity in earnings of unconsolidated affiliates							1,872
Net loss							$	(29,688	)
Capital expenditures (4)	$	31,560		$	1,413		$	32,973

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues (2)	$	195,942		$	18,656		$	214,598
Property operating expenses (3)	(57,940		)	(4,102		)	(62,042		)
Interest expense	(25,962		)	(28,241		)	(54,203		)
Other expense	(35		)	(210		)	(245		)
Gain on sales of real estate assets	—			3,747			3,747
Segment profit (loss)	$	112,005		$	(10,150	)	101,855
Depreciation and amortization expense							(73,566		)
General and administrative expense							(13,490		)
Interest and other income							218
Loss on impairment							(51,983		)
Gain on investment							387
Income tax benefit							2,235
Equity in earnings of unconsolidated affiliates							4,368
Net loss							$	(29,976	)
Capital expenditures (4)	$	32,779		$	5,043		$	37,822

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues (2)	$	354,840		$	36,567		$	391,407
Property operating expenses (3)	(110,780		)	(7,873		)	(118,653		)
Interest expense	(44,746		)	(61,734		)	(106,480		)
Other expense	—			(34		)	(34		)
Gain on sales of real estate assets	2,478			3,277			5,755
Segment profit (loss)	$	201,792		$	(29,797	)	171,995
Depreciation and amortization expense							(134,270		)
General and administrative expense							(36,434		)
Litigation settlement expense							(88,150		)
Interest and other income							845
Gain on extinguishment of debt							71,722
Loss on impairment							(66,433		)
Income tax provision							(952		)
Equity in earnings of unconsolidated affiliates							5,180
Net loss							$	(76,497	)
Capital expenditures (4)	$	59,584		$	1,528		$	61,112

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues (2)	$	396,657		$	38,141		$	434,798
Property operating expenses (3)	(121,769		)	(8,126		)	(129,895		)
Interest expense	(51,736		)	(56,234		)	(107,970		)
Other expense	(84		)	(255		)	(339		)
Gain on sales of real estate assets	—			8,118			8,118
Segment profit (loss)	$	223,068		$	(18,356	)	204,712
Depreciation and amortization expense							(145,316		)
General and administrative expense							(31,794		)
Interest and other income							431
Loss on impairment							(70,044		)
Gain on investment							387
Income tax benefit							2,880
Equity in earnings of unconsolidated affiliates							8,107
Net loss							$	(30,637	)
Capital expenditures (4)	$	67,081		$	7,392		$	74,473

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	4,610,847	$	437,293	$	5,048,140
December 31, 2018	$	4,868,141	$	472,712	$	5,340,853

(1) The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management Company.

(2) Management, development and leasing fees are included in the All Other category. See Note 3 for information on the Company's revenues disaggregated by revenue source for each of the above segments.

(3) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(4)

Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.

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Contingencies (Tables)

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Schedule of Guarantees

The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018:

	As of June 30, 2019										Obligation Recorded to Reflect Guaranty
Unconsolidated Affiliate	Company's Ownership Interest	Outstanding Balance		Percentage Guaranteed by the Operating Partnership			Maximum Guaranteed Amount		Debt Maturity Date (1)		6/30/2019		12/31/2018
West Melbourne I, LLC - Phase I (2)	50%	$	40,197	50	%		$	20,099	Feb-2021		$	201	$	203
West Melbourne I, LLC - Phase II (2)	50%	15,827		50	%		7,914		Feb-2021		79		80
Port Orange I, LLC	50%	54,629		50	%		27,315		Feb-2021		273		280
Ambassador Infrastructure, LLC	65%	10,050		100	%		10,050		Aug-2020		101		106
Shoppes at Eagle Point, LLC	50%	35,189		35	%	(3)	12,740		Oct-2020	(4)	127		364
EastGate Storage, LLC	50%	6,000		50	%	(5)	3,000		Dec-2022		32		65
Self-Storage at Mid Rivers, LLC	50%	5,434		50	%	(6)	2,717		Apr-2023		30		60
Parkdale Self Storage, LLC	50%	—		100	%	(7)	6,500		Jul-2024		—		—
				Total guaranty liability							$	843	$	1,158

(1) Excludes any extension options.

(2) The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively.

(3) The guaranty is for a fixed amount of $12,740 throughout the term of the loan, including any extensions.

(4) The loan has one two-year extension option, at the joint venture's election, for an outside maturity date of October 2022.

(5) The guaranty was reduced to 50% once construction was completed during the second quarter of 2019. The guaranty may be further reduced to 25% once certain debt and operational metrics are met.

(6) The Company received a 1% fee for the guaranty when the loan was issued in April 2018. The guaranty was reduced to 50% once construction was completed during the second quarter of 2019. The guaranty may be further reduced to 25% once certain debt and operational metrics are met.

(7)

Parkdale Self Storage, LLC, a 50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to $6,500 for the development of a climate controlled self-storage facility adjacent to Parkdale Mall in Beaumont, TX. The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% of the loan.

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Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2019

Share-based Payment Arrangement, Noncash Expense [Abstract]

Schedule of Company Stock Award

A summary of the status of the Company’s nonvested restricted stock awards as of June 30, 2019, and changes during the six months ended June 30, 2019, is presented below: 

	Shares		Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2019	875,497		$	7.99
Granted	855,681		$	2.23
Vested	(744,574	)	$	5.11
Forfeited	(8,158	)	$	6.29
Nonvested at June 30, 2019	978,446		$	5.16

A summary of the status of the Company’s PSU activity as of June 30, 2019, and changes during the six months ended June 30, 2019, is presented below: 

	PSUs	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2019	910,911	$	4.67
2019 PSUs granted (1)	1,103,537	$	2.40
Outstanding at June 30, 2019 (2)	2,014,448	$	3.42

(1) Includes 566,862 shares classified as a liability due to the potential cash component described above.

(2)

None of the PSUs outstanding at June 30, 2019 were vested.

Schedule of Assumptions Used in the Monte Carlo Simulation Pricing Model

The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs:

	2019 PSUs			2018 PSUs			2017 PSUs
Grant date	February 11, 2019			February 12, 2018			February 7, 2017
Fair value per share on valuation date (1)	$	4.74		$	4.76		$	6.86
Risk-free interest rate (2)	2.54		%	2.36		%	1.53		%
Expected share price volatility (3)	60.99		%	42.02		%	32.85		%

(1) The value of the PSU awards is estimated on the date of grant using a Monte Carlo simulation model. The valuation consists of computing the fair value using CBL's simulated stock price as well as TSR over a three-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2019 PSUs classified as equity consists of 357,800 shares at a fair value of $2.45 (which relate to relative TSR) and 178,875 shares at a fair value of $2.29 per share (which relate to absolute TSR). The weighted-average fair value per share related to the 2018 PSUs classified as equity consists of 240,164 shares at a fair value of $3.13 per share (which relate to relative TSR) and $120,064 shares at a fair value of $1.63 per share (which relate to absolute TSR).

(2) The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date, which is the respective grant date listed above.

(3)

The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a three-year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money.

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Noncash Investing and Financing Activities (Tables)

6 Months Ended

Jun. 30, 2019

Supplemental Cash Flow Information [Abstract]

Schedule of Noncash Investing and Financing Activities

The Company’s noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Accrued dividends and distributions payable	$	2,420		$	41,656
Additions to real estate assets accrued but not yet paid	26,572			23,318
Conversion of Operating Partnership units for common stock	—			3,059
Lease liabilities arising from obtaining right-of-use assets	4,042			—
Deconsolidation upon contribution/assignment of interests in joint venture: (1)
Decrease in real estate assets	(566		)	(587		)
Increase in investment in unconsolidated affiliates	999			974
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,059		)	—
Decrease in mortgage and other indebtedness	124,111			—
Decrease in operating assets and liabilities	9,333			—
Decrease in intangible lease and other assets	(1,663		)	—

(1)

See Note 7 for additional information.

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Combined Guarantor Subsidiaries - Combined Balance Sheets (Tables)

6 Months Ended

Jun. 30, 2019

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of Combined Balance Sheets - Guarantor Subsidiaries

ASSETS	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	220,973		$	232,813
Buildings and improvements	2,227,950			2,361,707
	2,448,923			2,594,520
Accumulated depreciation	(899,790		)	(921,562		)
	1,549,133			1,672,958
Developments in progress	10,728			6,582
Net investment in real estate assets	1,559,861			1,679,540
Cash and cash equivalents	8,808			5,880
Receivables:
Tenant, net of allowance for doubtful accounts of $260 in 2018	27,685			30,553
Other	399			1,007
Mortgage and other notes receivable	76,569			76,747
Intangible lease assets and other assets	40,128			48,133
	$	1,713,450		$	1,841,860
LIABILITIES AND OWNERS EQUITY
Mortgage notes payable, net	$	253,933		$	377,996
Accounts payable and accrued liabilities	43,514			59,241
Total liabilities	297,447			437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity	1,416,003			1,404,623
	$	1,713,450		$	1,841,860

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Combined Guarantor Subsidiaries - Combined Statements of Operations (Tables)

6 Months Ended

Jun. 30, 2019

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of Combined Statements of Operations - Guarantor Subsidiaries

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Operations (In thousands) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	67,316		$	76,976		$	138,588		$	155,682
Other	1,552			1,615			3,271			3,347
Total revenues	68,868			78,591			141,859			159,029
OPERATING EXPENSES:
Property operating	(10,342		)	(11,446		)	(21,550		)	(23,754		)
Depreciation and amortization	(22,717		)	(24,607		)	(46,818		)	(49,106		)
Real estate taxes	(5,994		)	(6,954		)	(12,795		)	(14,113		)
Maintenance and repairs	(4,085		)	(4,358		)	(8,841		)	(9,076		)
Loss on impairment	—			—			(22,770		)	—
Other	(627		)	(35		)	(627		)	(35		)
Total operating expenses	(43,765		)	(47,400		)	(113,401		)	(96,084		)
OTHER INCOME (EXPENSES):
Interest and other income	1,084			2,088			2,027			4,220
Interest expense	(3,412		)	(6,151		)	(7,397		)	(12,141		)
Gain on extinguishment of debt	—			—			61,796			—
Gain (loss) on sales of real estate assets	—			(11		)	—			1,708
Total other income (expenses)	(2,328		)	(4,074		)	56,426			(6,213		)
Net income	$	22,775		$	27,117		$	84,884		$	56,732

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Combined Guarantor Subsidiaries - Combined Statements of Owners' Equity (Tables)

6 Months Ended

Jun. 30, 2019

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of Combined Statements of Owners' Equity - Guarantor Subsidiaries

Balance, January 1, 2018	$	1,486,164
Net income	29,615
Contributions	50,514
Distributions	(56,447		)
Balance, March 31, 2018	1,509,846
Net income	27,117
Contributions	14,677
Distributions	(52,411		)
Balance, June 30, 2018	$	1,499,229

Balance, January 1, 2019	$	1,404,623
Net income	62,109
Contributions	17,363
Distributions	(41,658		)
Noncash distributions	(8,835		)
Balance, March 31, 2019	1,433,602
Net income	22,775
Contributions	16,558
Distributions	(54,312		)
Noncash distributions	(2,620		)
Balance, June 30, 2019	$	1,416,003

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Combined Guarantor Subsidiiaries - Combined Statements of Cash Flows (Tables)

6 Months Ended

Jun. 30, 2019

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of Combined Statements of Cash Flows - Guarantor Subsidiaries

The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership Combined Statements of Cash Flows (In thousands) (Unaudited)
	Six Months Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,884		$	56,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,818			49,106
Net amortization of deferred financing costs, debt premiums and discounts	124			(59		)
Net amortization of intangible lease assets and liabilities	(983		)	(1,471		)
Gain on sales of real estate assets	—			(1,708		)
Gain on insurance proceeds	(9		)	—
Write-off of development projects	—			192
Loss on impairment	22,770			—
Gain on extinguishment of debt	(61,796		)	—
Change in estimate of uncollectable rental revenues	1,168			766
Changes in:
Tenant and other receivables	116			795
Other assets	(703		)	(463		)
Accounts payable and accrued liabilities	(8,423		)	(1,243		)
Net cash provided by operating activities	83,966			102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets	(14,280		)	(23,775		)
Acquisitions of real estate assets	—			(2,051		)
Proceeds from sales of real estate assets	—			2,544
Proceeds from insurance	653			—
Payments received on mortgage and other notes receivable	177			4,779
Changes in other assets	(329		)	(656		)
Net cash used in investing activities	(13,779		)	(19,159		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness	(8,916		)	(41,430		)
Distributions to owners	(95,970		)	(108,858		)
Contributions from owners	33,921			65,191
Net cash used in financing activities	(70,965		)	(85,097		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(778		)	(1,609		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	13,020			14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
Reconciliation from combined statements of cash flows to combined balance sheets:
Cash and cash equivalents	$	8,808		$	4,935
Restricted cash (1):
Restricted cash	—			4,921
Mortgage escrows	3,434			3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	12,242		$	12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	6,751		$	7,701

(1)

Included in intangible lease assets and other assets in the combined balance sheets.

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Combined Guarantor Subsidiaries - Organization and Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2019

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of Guarantor Subsidiaries and Guarantor Properties

he Combined Guarantor Subsidiaries and Guarantor Properties consisted of the following:

Combined Guarantor Subsidiaries	Guarantor Properties	Location
CW Joint Venture, LLC (1)   Arbor Place Limited Partnership   Multi-GP Holdings, LLC	Acadiana Mall (2) (3) Arbor Place (2) Greenbrier Mall (2) Park Plaza (2) Shoppes at St. Claire Square (2) St. Claire Square (2)	Lafayette, LA Douglasville, GA Chesapeake, VA Little Rock, AR Fairview Heights, IL Fairview Heights, IL
CBL/Westmoreland, L.P.   CBL/Westmoreland I, LLC   CBL/Westmoreland II, LLC     CW Joint Venture, LLC       Arbor Place Limited Partnership       Multi-GP Holdings, LLC	Westmoreland Mall Westmoreland Crossing	Greensburg, PA Greensburg, PA
Cherryvale Mall, LLC	CherryVale Mall	Rockford, IL
Madison/East Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	East Towne Mall	Madison, WI
Frontier Mall Associates Limited Partnership Mortgage Holdings LLC	Frontier Mall	Cheyenne, WY
JG Winston-Salem, LLC	Hanes Mall	Winston-Salem, NC
Imperial Valley Mall II, L.P.   Imperial Valley Mall GP, LLC     Imperial Valley Mall, L.P.       CBL/Imperial Valley, GP, LLC	Imperial Valley Mall	El Centro, CA
Kirkwood Mall Acquisition LLC   Kirkwood Mall Mezz LLC     CBL/Kirkwood Mall, LLC	Kirkwood Mall	Bismarck, ND

Combined Guarantor Subsidiaries	Guarantor Properties	Location
Layton Hills Mall CMBS, LLC	Layton Hills Mall and Cinema Layton Hills Plaza Layton Hills Convenience Center	Layton, UT Layton, UT Layton, UT
Mall del Norte, LLC   MDN/Laredo GP, LLC	Mall del Norte and Cinema	Laredo, TX
Mayfaire Town Center, LP   Mayfaire GP, LLC	Mayfaire Town Center	Wilmington, NC
Mortgage Holdings, LLC (4)	Four mortgage notes receivable (2)	Chattanooga, TN
Hixson Mall, LLC	Northgate Mall	Chattanooga, TN
Pearland Town Center Limited Partnership Pearl Ground, LLC   Pearland Town Center GP, LLC	Pearland Town Center - Retail Pearland Town Center - Office	Pearland, TX
POM-College Station, LLC	Post Oak Mall	College Station, TX
CBL RM-Waco, LLC   CBL/Richland G.P., LLC	Richland Mall	Waco, TX
CBL SM - Brownsville, LLC   CBL/Sunrise GP, LLC	Sunrise Mall	Brownsville, TX
Turtle Creek Limited Partnership Mortgage Holdings, LLC	Turtle Creek Mall	Hattiesburg, MS
Madison/West Towne, LLC   Madison Joint Venture, LLC     CBL/Madison I, LLC	West Towne Mall	Madison, WI
Madison Joint Venture, LLC (5)   CBL/Madison I, LLC	West Town Crossing (2)	Madison, WI

(1) CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.

(2) Property/asset is not collateral on the secured credit facility.

(3) In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.

(4) Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.

(5)

Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.

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Combined Guarantor Subsidiaries - Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2019

Condensed Financial Statements, Captions [Line Items]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for leases with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Company's condensed consolidated financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Company's condensed consolidated financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Company is evaluating the impact that this update may have on its condensed consolidated financial statements and related disclosures.
ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	January 1, 2020 - Prospective	The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Company is to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense. The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement. The Company does not expect the adoption of this guidance will have a material impact on its condensed consolidated financial statements or disclosures.

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

Accounting Guidance Adopted    

Description	Date Adopted & Application Method	Financial Statement Effect and Other Information
ASU 2016-02, Leases, and related subsequent amendments	January 1, 2019 - Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)	The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.

Accounting Guidance Not Yet Effective

Description	Expected Adoption Date & Application Method	Financial Statement Effect and Other Information
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective	The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. The Combined Guarantor Subsidiaries are evaluating the impact that this update may have on the combined financial statements and related disclosures.

Schedule of Guarantor Subsidiaries' Intangibles and Balance Sheet Classifications

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

Schedule Of Below Market Leases

The Combined Guarantor Subsidiaries' intangibles and their balance sheet classifications as of June 30, 2019 and December 31, 2018, are summarized as follows:

	June 30, 2019					December 31, 2018
	Cost		Accumulated Amortization			Cost		Accumulated Amortization
Intangible lease assets and other assets:
Above-market leases	$	11,671	$	(10,876	)	$	12,307	$	(11,198	)
In-place leases	43,057		(36,163		)	46,229		(37,381		)
Tenant relationships	25,818		(4,719		)	27,866		(4,880		)
Accounts payable and accrued liabilities:
Below-market leases	27,868		(22,199		)	28,942		(21,805		)

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Combined Guarantor Subsidiaries - Revenues (Tables)

6 Months Ended

Jun. 30, 2019

Condensed Financial Statements, Captions [Line Items]

Schedule of Contract Assets and Liabilities

A summary of the Company's contract assets activity during the six months ended June 30, 2019 is presented below:

	Contract Assets
Balance as of December 31, 2018	$	289
Tenant openings	(139		)
Executed leases	25
Balance as of March 31, 2019	175
Tenant openings	(139		)
Executed leases	190
Balance as of June 30, 2019	$	226

A summary of the Company's contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	265
Completed performance obligation	(4		)
Contract obligation	—
Balance as of March 31, 2019	261
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	261

The Company has the following contract balances as of June 30, 2019:

		As of June 30, 2019		Expected Settlement Period
Description	Financial Statement Line Item			2019 (1)			2020			2021			2022			2023
Contract assets (2)	Management, development and leasing fees	$	226	$	(155	)	$	(25	)	$	(42	)	$	—		$	(4	)
Contract liability (3)	Other rents	261		(99		)	(54		)	(54		)	(54		)	—

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2) Represents leasing fees recognized as revenue in the period in which the lease is executed. Under certain third party and unconsolidated affiliates' contracts, the remaining 50% of the commissions are paid when the tenant opens. The tenant typically opens within a year, unless the project is in development.

(3)

Relates to a contract in which the Company received advance payments in the initial year of the multi-year contract.

Schedule of Disaggregation of Revenue

The following table presents the Company's revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	185,393	$	207,568	$	376,373	$	420,297
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	2,061		2,168		4,204		4,511
Management, development and leasing fees (3)	2,586		2,643		5,109		5,364
Marketing revenues (4)	1,218		928		2,092		2,223
	5,865		5,739		11,405		12,098
Other revenues	2,119		1,291		3,629		2,403
Total revenues (5)	$	193,377	$	214,598	$	391,407	$	434,798

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $1,892 in the Malls segment and $169 in the All Other segment for the three months ended June 30, 2019, and includes $2,083 in the Malls segment and $85 in the All Other segment for the three months ended June 30, 2018. Includes $4,084 in the Malls segment and $120 in the All Other segment for the six months ended June 30, 2019, and includes $4,273 in the Malls segment and $238 in the All Other segment for the six months ended June 30, 2018.

(3) Included in All Other segment.

(4) Includes $1,217 in the Malls segment and $1 in the All Other segment for the three months ended June 30, 2019, and includes $927 in the Malls segment and $1 in the All Other segment for the three months ended June 30, 2018. Includes $2,093 in the Malls segment and $(1) in the All Other segment for the six months ended June 30, 2019, and includes $2,221 in the Malls segment and $2 in the All Other segment for the six months ended June 30, 2018. See description below.

(5)

Sales taxes are excluded from revenues.

Schedule of Expected Recognition of Remaining Performance Obligation

As of June 30, 2019, the Company expects to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	25,233	$	48,825	$	48,226	$	122,284

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of Contract Assets and Liabilities

A summary of the Combined Guarantor Subsidiaries' contract liability activity during the six months ended June 30, 2019 is presented below:

	Contract Liability
Balance as of December 31, 2018	$	79
Completed performance obligation	—
Contract obligation	—
Balance as of March 31, 2019	79
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	79

The Combined Guarantor Subsidiaries have the following contract balances as of June 30, 2019:

		As of June 30, 2019	Expected Settlement Period
Description	Financial Statement Line Item		2019 (1)		2020		2021		2022
Contract liability (2)	Other rents	79	(19	)	(20	)	(20	)	(20	)

(1) Reflects fiscal period July 1, 2019 through December 31, 2019.

(2)

Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.

Schedule of Disaggregation of Revenue

The following table presents the Combined Guarantor Subsidiaries' revenues disaggregated by revenue source:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues (1)	$	67,316	$	76,976	$	138,588	$	155,682
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements (2)	693		966		1,844		2,134
Marketing revenues (3)	549		409		986		917
	1,242		1,375		2,830		3,051
Other revenues	310		240		441		296
Total revenues (4)	$	68,868	$	78,591	$	141,859	$	159,029

(1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.

(2) Includes $688 in the Malls segment and $5 in the All Other segment for the three months ended June 30, 2019, and includes $949 in the Malls segment and $17 in the All Other segment for the three months ended June 30, 2018. Includes $1,839 in the Malls segment and $5 in the All Other segment for the six months ended June 30, 2019, and includes $2,117 in the Malls segment and $17 in the All Other segment for the six months ended June 30, 2018.

(3) Includes $549 in the Malls segment for the three months ended June 30, 2019, and includes $409 in the Malls segment for the three months ended June 30, 2018. Includes $986 in the Malls segment for the six months ended June 30, 2019, and includes $917 in the Malls segment for the six months ended June 30, 2018. See description below.

(4)

Sales taxes are excluded from revenues.

Schedule of Expected Recognition of Remaining Performance Obligation

As of June 30, 2019, the Combined Guarantor Subsidiaries expect to recognize these amounts as revenue over the following periods:

Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	12,341	$	23,691	$	35,312	$	71,344

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Combined Guarantor Subsidiaries - Leases (Tables)

6 Months Ended

Jun. 30, 2019

Condensed Financial Statements, Captions [Line Items]

Schedule of Components of Lease Revenue

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	151,730	$	311,002
Variable lease payments	33,663		65,371
Total rental revenues	$	185,393	$	376,373

Schedule of Undiscounted Future Lease Payments to be Received

The undiscounted future fixed lease payments to be received under the Company's operating leases as of June 30, 2019, are as follows:

Years Ending December 31,	Operating Leases
2019 (1)	$	276,503
2020	518,603
2021	450,475
2022	373,187
2023	307,880
2024	239,693
Thereafter	593,446
Total undiscounted lease payments	$	2,759,787

(1)

Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

Schedule of Future Minimum Rental Payments Receivable for Operating Leases

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future minimum rental income from lessees under non-cancellable operating leases where the Company is the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	497,014
2020	426,228
2021	363,482
2022	294,441
2023	234,191
Thereafter	531,792
Total	$	2,347,148

Schedule of Right-of-Use Asset and Lease Liability Activity

A summary of the Company's ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	4,160		$	4,074
Cash reduction	(242		)	(242		)
Noncash increase	127			210
Balance as of June 30, 2019	$	4,045		$	4,042

Schedule of Undiscounted Future Lease Payments under Operating Leases

The undiscounted future lease payments to be paid under the Company's operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	317
2020	567
2021	608
2022	332
2023	284
2024	263
Thereafter	12,019
Total undiscounted lease payments	$	14,390
Less imputed interest	(10,348		)
Lease Liability	$	4,042

(1)

Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

Schedule of Future Minimum Rental Payments for Operating Leases

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future obligations to be paid under the Company's operating leases where the Company is the lessee as of December 31, 2018 is also presented below:

2019	$	504
2020	610
2021	517
2022	321
2023	281
Thereafter	12,297
	$	14,530

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of Components of Lease Revenue

The components of rental revenues are as follows:

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed lease payments	$	54,755	$	115,062
Variable lease payments	12,561		23,526
Total rental revenues	$	67,316	$	138,588

Schedule of Undiscounted Future Lease Payments to be Received

The undiscounted future fixed lease payments to be received under the Combined Guarantor Subsidiaries' operating leases as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Leases
2019 (1)	$	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$	992,696

(1)

Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

Schedule of Future Minimum Rental Payments Receivable for Operating Leases

, the Combined Guarantor Subsidiaries' future minimum rental income from lessees under non-cancellable operating leases where the Combined Guarantor Subsidiaries are the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,	Operating Leases
2019	$	184,923
2020	154,944
2021	133,093
2022	107,092
2023	86,957
Thereafter	193,324
Total	$	860,333

Schedule of Right-of-Use Asset and Lease Liability Activity

A summary of the Combined Guarantor Subsidiaries' ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	493		$	490
Cash reduction	(20		)	(20		)
Noncash increase	16			19
Balance as of June 30, 2019	$	489		$	489

Schedule of Undiscounted Future Lease Payments under Operating Leases

The undiscounted future lease payments to be paid under the Combined Guarantor Subsidiaries' operating lease as of June 30, 2019, are as follows:

Year Ending December 31,	Operating Lease
2019 (1)	$	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685		)
Lease Liability	$	489

(1)

Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.

Schedule of Future Minimum Rental Payments for Operating Leases

, the Combined Guarantor Subsidiaries' future obligations to be paid under the Combined Guarantor Subsidiaries' operating leases where the Combined Guarantor Subsidiaries are the lessee as of December 31, 2018 are also presented below:

2019	$	41
2020	41
2021	41
2022	41
2023	41
Thereafter	1,990
	$	2,195

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Combined Guarantor Subsidiaries - Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2019

Condensed Financial Statements, Captions [Line Items]

Schedule of Assets Measured on a Nonrecurring Basis

The following table sets forth information regarding the Company's assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	127,319	$	—	$	—	$	127,319	$	66,433

The following table sets forth information regarding the Company's assets that were measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2018:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	34,000	$	—	$	—	$	34,000	$	70,044

Schedule of Impairment on Real Estate Properties

During the six months ended June 30, 2019, the Company recognized an impairment of real estate of $66,662 related to three malls and one community center.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment			Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Mall	$	22,770		$	56,300
March/April	Honey Creek Mall (2)	Terre Haute, IN	Mall	2,045			14,360
June	The Forum at Grandview (3)	Madison, MS	All Other	8,582			31,559
June	EastGate Mall (4)	Cincinnati, OH	Mall	33,265			25,100
January/March	Other adjustments (5)	Various	Mall	(229		)	—
				$	66,433		$	127,319

(1) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline in cash flows due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

(2) During the quarter ended March 31, 2019, the Company adjusted the book value of the mall to the net sales price of $14,360 based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was sold in April 2019 and $(239) was recorded related to a true-up of closing costs. See Note 6 for additional information.

(3) The Company adjusted the book value to the net sales price of $31,559 based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The property was classified as held for sale at June 30, 2019 and was sold in July 2019. See Note 6 for additional information.

(4) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $25,100. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of EastGate Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.5% and a discount rate 15.0%.

(5)

Related to true-ups of estimated expenses to actual expenses for properties sold in prior periods.

During the six months ended June 30, 2018, the Company recognized an impairment of real estate of $70,044 related to two malls:

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Janesville Mall (1)	Janesville, WI	Malls	$	18,061	$	—	(2)
June	Cary Towne Center (3)	Cary, NC	Malls	51,983		34,000
				$	70,044	$	34,000

(1) The Company adjusted the book value of the mall to the net sales price of $17,640 in a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was sold in July 2018. See Note 6 for additional information.

(2) The long-lived asset was not included in the Company's condensed consolidated balance sheets at December 31, 2018 as the Company no longer had an interest in the property.

(3)

In June 2018, the Company was notified by IKEA that, as a result of a shift in its corporate strategy, it was terminating the contract to purchase land at the mall upon which it would develop and open a store. Under the terms of the interest-only non-recourse loan secured by the mall, the loan matures on the date the IKEA contract terminates if that date is prior to the scheduled maturity date of March 5, 2019. The Company engaged in conversations with the lender regarding a potential restructure of the loan. Based on the results of these conversations, the Company concluded that an impairment was required because it was unlikely to recover the asset's net carrying value through future cash flows. Management determined the fair value of Cary Towne Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a 10-year holding period, a capitalization rate of 12.0% and a discount rate of 13%. See Note 8 for additional information.

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of Assets Measured on a Nonrecurring Basis

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

Schedule of Impairment on Real Estate Properties

During the six months ended June 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

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Combined Guarantor Subsidiaries - Dispositions (Tables)

6 Months Ended

Jun. 30, 2019

Condensed Financial Statements, Captions [Line Items]

Schedule of Dispositions

The following is a summary of the Company's 2019 dispositions:

				Sales Price
Sales Date	Property	Property Type	Location	Gross		Net		Gain
April	Honey Creek Mall (1)	Mall	Terre Haute, IN	$	14,600	$	14,360	$	—
April	The Shoppes at Hickory Point	Mall	Forsyth, IL	2,508		2,407		1,326
June	Courtyard by Marriott at Pearland Town Center	All Other	Pearland, TX	15,100		14,795		1,910
				$	32,208	$	31,562	$	3,236

(1) The Company recognized a loss on impairment of $2,284 in March 2019 when it adjusted the book value of the mall to the net sales price based on a signed contract with a third party buyer and recognized $(239) in April 2019 related to a true-up of closing costs. See Note 5 for additional information.

The following properties were classified as held for sale as of June 30, 2019:

Property	Property Type	Location	Total Assets		Total Liabilities		Percentage of the Company's Total Assets
850 Greenbrier Circle (1)	All Other	Chesapeake, VA	$	10,233	$	35	0.2	%
Foothills Plaza - Kroger (1)	All Other	Maryville, TN	1,091		—		—	%
The Forum at Grandview (1)	All Other	Madison, MS	32,195		569		0.6	%
High Point - Barnes & Noble (1)	All Other	High Point, NC	1,055		59		—	%
			$	44,574	$	663

(1) The property was sold subsequent to June 30, 2019. See Note 15 for additional information.

The following is a summary of these dispositions:

Sale/Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796
January	Cary Towne Center (2)	Mall	Cary, NC	43,716		9,926
				$	163,476	$	71,722

(1) The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Company also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

(2)

The Company sold the mall for $31,500 and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven. The Company recorded a loss on impairment of real estate of $54,678 during 2018 to write down the book value of the mall to its then estimated fair value. The Company also recorded $237 of aggregate non-cash default interest expense during the first quarter of 2019.

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of Dispositions

The following is a summary of the Combined Guarantor Subsidiaries' 2019 dispositions:

Transfer Date				Balance of Non-recourse Debt		Gain on Extinguishment of Debt
	Property	Property Type	Location
January	Acadiana Mall (1)	Mall	Lafayette, LA	$	119,760	$	61,796

(1)

The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.

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Combined Guarantor Subsidiaries - Mortgage Notes Payable, Net (Tables)

6 Months Ended

Jun. 30, 2019

Condensed Financial Statements, Captions [Line Items]

Schedule of Net Mortgage Notes Payable

Description	Issued (1)	Amount		Interest Rate (2)	Maturity Date (3)
2023 Notes	November 2013	$	450,000	5.25%	December 2023
2024 Notes	October 2014	300,000		4.60%	October 2024
2026 Notes	December 2016 / September 2017	625,000		5.95%	December 2026

(1) Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.

(2) Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45%. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of June 30, 2019, this ratio was 34% as shown below.

(3)

The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026, July 15, 2024, and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50%, 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.

Net mortgage and other indebtedness consisted of the following:

	June 30, 2019				December 31, 2018
	Amount			Weighted- Average Interest Rate (1)	Amount			Weighted- Average Interest Rate (1)
Fixed-rate debt:
Non-recourse loans on operating properties	$	1,581,780		5.21%	$	1,783,097		5.33%
Senior unsecured notes due 2023 (2)	447,656			5.25%	447,423			5.25%
Senior unsecured notes due 2024 (3)	299,956			4.60%	299,953			4.60%
Senior unsecured notes due 2026 (4)	617,048			5.95%	616,635			5.95%
Total fixed-rate debt	2,946,440			5.31%	3,147,108			5.37%
Variable-rate debt:
Recourse loans on operating properties	56,721			5.05%	68,607			4.97%
Construction loan	16,684			5.33%	8,172			5.25%
Secured line of credit	383,084			4.69%	—			—%
Unsecured lines of credit	—			—%	183,972			3.90%
Secured term loan	482,500			4.69%	—			—%
Unsecured term loans	—			—%	695,000			4.21%
Total variable-rate debt	938,989			4.72%	955,751			4.21%
Total fixed-rate and variable-rate debt	3,885,429			5.17%	4,102,859			5.10%
Unamortized deferred financing costs	(19,490		)		(15,963		)
Liabilities related to assets held for sale (5)	—				(43,716		)
Total mortgage and other indebtedness, net	$	3,865,939			$	4,043,180

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2) The balance is net of an unamortized discount of $2,344 and $2,577 as of June 30, 2019 and December 31, 2018, respectively.

(3) The balance is net of an unamortized discount of $44 and $47 as of June 30, 2019 and December 31, 2018, respectively.

(4) The balance is net of an unamortized discount of $7,952 and $8,365 as of June 30, 2019 and December 31, 2018, respectively.

(5)

Represents a non-recourse mortgage loan secured by Cary Towne Center that was classified on the condensed consolidated balance sheet as liabilities related to assets held for sale as of December 31, 2018.

Schedule of Principal Repayments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including construction loans and lines of credit, are as follows: 

2019 (1)	$	139,396
2020	247,495
2021	548,799
2022	470,312
2023	1,268,787
2024	405,909
Thereafter	815,071
	3,895,769
Unamortized discounts	(10,340		)
Unamortized deferred financing costs	(19,490		)
Total mortgage and other indebtedness, net	$	3,865,939

(1)

Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of Net Mortgage Notes Payable

Mortgage notes payable, net, consisted of the following:

	Interest Rate (1)	Maturity Date	June 30,  2019			December 31, 2018
Property
Acadiana Mall (2)	5.67%	Apr-17	$	—		$	119,760
Greenbrier Mall	5.41%	Dec-19	66,301			68,101
Park Plaza Mall	5.28%	Apr-21	79,831			81,287
Arbor Place Mall	5.10%	May-22	108,038			109,209
Total mortgage notes payable	5.23%		254,170			378,357
Unamortized deferred financing costs			(237		)	(361		)
Total mortgage notes payable, net			$	253,933		$	377,996

 

(1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2)

See Note 6 related to the retirement of this loan.

Schedule of Principal Repayments

As of June 30, 2019, the scheduled principal amortization and balloon payments of the Combined Guarantor Subsidiaries' mortgage notes payable, excluding extensions available at the Combined Guarantor Subsidiaries' option, are as follows: 

2019 (1)	$	68,980
2020	5,574
2021	77,844
2022	101,772
	254,170
Unamortized deferred financing costs	(237		)
Total mortgage notes payable, net	$	253,933

(1)

Reflects payments for the fiscal period July 1, 2019 through December 31, 2019.

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Combined Guarantor Subsidiaries - Mortgage and Other Notes Receivable (Tables)

6 Months Ended

Jun. 30, 2019

Condensed Financial Statements, Captions [Line Items]

Schedule of Mortgage and Other Notes Receivable

Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
Columbia Place Outparcel	Feb 2022	5.00%	$	271	5.00%	$	283
One Park Place (1)	May 2022	5.00%	—		5.00%	783
Village Square (2)	Jul 2019	5.00%	1,130		4.00%	1,308
Other (3)	Dec 2016 - Jan 2047	4.90% - 9.50%	2,512		5.01% - 9.50%	2,510
			3,913			4,884
Other Notes Receivable:
ERMC	Sep 2021	4.00%	1,837		4.00%	2,183
Southwest Theaters LLC	Apr 2026	5.00%	576		5.00%	605
			2,413			2,788
			$	6,326		$	7,672

(1) The loan was retired in May 2019.

(2) The note was amended to extend the maturity date subsequent to June 30, 2019. See Note 15 for more information.

(3)

Includes a $1,100 note with D'Iberville Promenade, LLC, with a maturity date of December 2016, that is in default. This is secured by the joint venture partner's interest in the joint venture.

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of Mortgage and Other Notes Receivable

Mortgage and other notes receivable consist of the following:

		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
The Promenade (1)	Jun 2019	5.00%	$	47,514	5.00%	$	47,514
Hamilton Corner (2)	Aug 2019	5.67%	14,295		5.67%	14,295
Forum at Grandview (1) (3)	Sep 2023	5.25%	12,400		5.25%	12,400
Village Square (4)	Jul 2019	5.00%	1,130		4.00%	1,308
			75,339			75,517
Other Notes Receivable:
Community improvement district	Aug 2028	7.50%	1,230		7.50%	1,230
			1,230			1,230
			$	76,569		$	76,747

(1) The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.

(2) The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

(3) In conjunction with the sale of The Forum at Grandview in July 2019, the Combined Guarantor Subsidiaries received the remaining balance on the note.

(4)

The note was amended subsequent to June 30, 2019 to extend the maturity date. See Note 13 for additional information.

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Combined Guarantor Subsidiaries - Segment Information (Tables)

6 Months Ended

Jun. 30, 2019

Condensed Financial Statements, Captions [Line Items]

Schedule of Information on Reportable Segments

Information on the Company’s segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues (2)	$	170,976		$	22,401		$	193,377
Property operating expenses (3)	(53,599		)	(3,379		)	(56,978		)
Interest expense	(21,556		)	(30,926		)	(52,482		)
Other expense	—			(34		)	(34		)
Gain on sales of real estate assets	2,478			3,049			5,527
Segment profit (loss)	$	98,299		$	(8,889	)	89,410
Depreciation and amortization expense							(64,478		)
General and administrative expense							(14,427		)
Interest and other income							356
Loss on impairment							(41,608		)
Income tax provision							(813		)
Equity in earnings of unconsolidated affiliates							1,872
Net loss							$	(29,688	)
Capital expenditures (4)	$	31,560		$	1,413		$	32,973

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues (2)	$	195,942		$	18,656		$	214,598
Property operating expenses (3)	(57,940		)	(4,102		)	(62,042		)
Interest expense	(25,962		)	(28,241		)	(54,203		)
Other expense	(35		)	(210		)	(245		)
Gain on sales of real estate assets	—			3,747			3,747
Segment profit (loss)	$	112,005		$	(10,150	)	101,855
Depreciation and amortization expense							(73,566		)
General and administrative expense							(13,490		)
Interest and other income							218
Loss on impairment							(51,983		)
Gain on investment							387
Income tax benefit							2,235
Equity in earnings of unconsolidated affiliates							4,368
Net loss							$	(29,976	)
Capital expenditures (4)	$	32,779		$	5,043		$	37,822

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues (2)	$	354,840		$	36,567		$	391,407
Property operating expenses (3)	(110,780		)	(7,873		)	(118,653		)
Interest expense	(44,746		)	(61,734		)	(106,480		)
Other expense	—			(34		)	(34		)
Gain on sales of real estate assets	2,478			3,277			5,755
Segment profit (loss)	$	201,792		$	(29,797	)	171,995
Depreciation and amortization expense							(134,270		)
General and administrative expense							(36,434		)
Litigation settlement expense							(88,150		)
Interest and other income							845
Gain on extinguishment of debt							71,722
Loss on impairment							(66,433		)
Income tax provision							(952		)
Equity in earnings of unconsolidated affiliates							5,180
Net loss							$	(76,497	)
Capital expenditures (4)	$	59,584		$	1,528		$	61,112

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues (2)	$	396,657		$	38,141		$	434,798
Property operating expenses (3)	(121,769		)	(8,126		)	(129,895		)
Interest expense	(51,736		)	(56,234		)	(107,970		)
Other expense	(84		)	(255		)	(339		)
Gain on sales of real estate assets	—			8,118			8,118
Segment profit (loss)	$	223,068		$	(18,356	)	204,712
Depreciation and amortization expense							(145,316		)
General and administrative expense							(31,794		)
Interest and other income							431
Loss on impairment							(70,044		)
Gain on investment							387
Income tax benefit							2,880
Equity in earnings of unconsolidated affiliates							8,107
Net loss							$	(30,637	)
Capital expenditures (4)	$	67,081		$	7,392		$	74,473

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	4,610,847	$	437,293	$	5,048,140
December 31, 2018	$	4,868,141	$	472,712	$	5,340,853

(1) The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management Company.

(2) Management, development and leasing fees are included in the All Other category. See Note 3 for information on the Company's revenues disaggregated by revenue source for each of the above segments.

(3) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(4)

Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of Information on Reportable Segments

Information on the Combined Guarantor Subsidiaries' segments is presented as follows:

Three Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	66,403		$	2,465		$	68,868
Property operating expenses (2)	(19,840		)	(581		)	(20,421		)
Interest expense	(3,412		)	—			(3,412		)
Other expense	(627		)	—			(627		)
Segment profit	$	42,524		$	1,884		44,408
Depreciation and amortization expense							(22,717		)
Interest and other income							1,084
Net income							$	22,775
Capital expenditures (3)	$	15,911		$	23		$	15,934

Three Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	75,906		$	2,685		$	78,591
Property operating expenses (2)	(22,119		)	(639		)	(22,758		)
Interest expense	(6,151		)	—			(6,151		)
Other expense	(35		)	—			(35		)
Loss on sales of real estate assets	(11		)	—			(11		)
Segment profit	$	47,590		$	2,046		49,636
Depreciation and amortization expense							(24,607		)
Interest and other income							2,088
Net income							$	27,117
Capital expenditures (3)	$	10,754		$	178		$	10,932

Six Months Ended June 30, 2019	Malls			All Other (1)			Total
Revenues	$	136,803		$	5,056		$	141,859
Property operating expenses (2)	(42,009		)	(1,177		)	(43,186		)
Interest expense	(7,397		)	—			(7,397		)
Other expense	(627		)	—			(627		)
Segment profit	$	86,770		$	3,879		90,649
Depreciation and amortization expense							(46,818		)
Interest and other income							2,027
Gain on extinguishment of debt							61,796
Loss on impairment							(22,770		)
Net income							$	84,884
Capital expenditures (3)	$	18,529		$	23		$	18,552

Six Months Ended June 30, 2018	Malls			All Other (1)			Total
Revenues	$	153,567		$	5,462		$	159,029
Property operating expenses (2)	(45,672		)	(1,271		)	(46,943		)
Interest expense	(12,141		)	—			(12,141		)
Other expense	(35		)	—			(35		)
Gain on sales of real estate assets	1,708			—			1,708
Segment profit	$	97,427		$	4,191		101,618
Depreciation and amortization expense							(49,106		)
Interest and other income							4,220
Net income							$	56,732
Capital expenditures (3)	$	19,917		$	364		$	20,281

Total Assets	Malls		All Other (1)		Total
June 30, 2019	$	1,575,038	$	138,412	$	1,713,450
December 31, 2018	$	1,697,211	$	144,649	$	1,841,860

(1) The All Other category includes associated centers and notes receivable.

(2) Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.

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Combined Guarantor Subsidiaries - Noncash Investing and Financing Activities (Tables)

6 Months Ended

Jun. 30, 2019

Condensed Financial Statements, Captions [Line Items]

Schedule of Noncash Investing and Financing Activities

The Company’s noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Accrued dividends and distributions payable	$	2,420		$	41,656
Additions to real estate assets accrued but not yet paid	26,572			23,318
Conversion of Operating Partnership units for common stock	—			3,059
Lease liabilities arising from obtaining right-of-use assets	4,042			—
Deconsolidation upon contribution/assignment of interests in joint venture: (1)
Decrease in real estate assets	(566		)	(587		)
Increase in investment in unconsolidated affiliates	999			974
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,059		)	—
Decrease in mortgage and other indebtedness	124,111			—
Decrease in operating assets and liabilities	9,333			—
Decrease in intangible lease and other assets	(1,663		)	—

(1)

See Note 7 for additional information.

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of Noncash Investing and Financing Activities

The Combined Guarantor Subsidiaries' noncash investing and financing activities were as follows:

	Six Months Ended June 30,
	2019			2018
Additions to real estate assets accrued but not yet paid	$	10,423		$	5,604
Distribution of properties to owners	11,455			—
Lease liabilities arising from obtaining right-of-use assets	489			—
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets	(60,058		)	—
Decrease in mortgage and other indebtedness	115,271			—
Decrease in operating assets and liabilities	8,246			—
Decrease in intangible lease and other assets	(1,663		)	—

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Organization and Basis of Presentation - Narrative (Details) $ in Thousands, shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019 USD ($) subsidiary state shares	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) subsidiary state shares	Jun. 30, 2018 USD ($)
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of states in which entity operates | state	26		26
Number of wholly owned subsidiaries | subsidiary	36		36
Operating expense reimbursements | $		$ 2,168		$ 4,511
Gain on sales of real estate assets | $	$ 5,527	$ 3,747	$ 5,755	$ 8,118
CBL & Associates Limited Partnership
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of wholly owned subsidiaries | subsidiary	2		2
Ownership of the sole general partner in partnership (as a percent)			1.00%
Limited partnership interest owned by CBL Holdings II, Inc. in the operating partnership (as a percent)			85.60%
Combined ownership by the subsidiaries in operating partnership (as a percent)	86.60%		86.60%
Consolidated Properties
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Non-controlling limited partner interest ownership of CBL's Predecessor in the Operating Partnership (as a percent)			9.10%
Non-controlling limited partner interest of third parties in Operating partnership (as a percent)	4.30%		4.30%
Common stock owned by CBL's Predecessor (shares) | shares	4.3		4.3
Total combined effective interest of CBL's Predecessor in Operating Partnership (as a percent)	11.20%		11.20%
CBL Holdings | Consolidated Properties
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Ownership interest in qualified subsidiaries (as a percent)	100.00%		100.00%

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Organization and Basis of Presentation - Properties Owned by Operating Partnership (Details)	Jun. 30, 2019 property associated_center office_building mall community_center mixed_use_center
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Malls | mall	64
Associated Centers | associated_center	23
Community Centers | community_center	7
Office Buildings/Other	7
Total Properties | property	101
Consolidated Properties
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Malls | mall	56
Associated Centers | associated_center	20
Community Centers | community_center	2
Office Buildings/Other	5
Total Properties | property	83
Number of mixed-use centers owned | mixed_use_center	1
Consolidated Properties | CBL & Associates Limited Partnership
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Office Buildings/Other	2
Unconsolidated Properties
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Malls | mall	8
Associated Centers | associated_center	3
Community Centers | community_center	5
Office Buildings/Other	2
Total Properties | property	18

XML

Organization and Basis of Presentation - Interest Held in Properties (Details) - Consolidated Properties	Jun. 30, 2019 other_property mall
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Redevelopments, Malls | mall	6
Redevelopments, All Other | other_property	0

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Revenues - Contract Balances (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2019	Jun. 30, 2019
Contract Assets Activity [Roll Forward]
Balance at beginning of period	$ 175	$ 289	$ 289
Tenant openings	(139)	(139)
Executed leases	190	25
Balance at end of period	226	175	226
Change in Contract with Customer, Liability [Roll Forward]
Contract liability	261	265	265
Completed performance obligation	0	(4)
Contract obligation	0	0
Contract liability	261	261	261
Contract with Customer, Asset, after Allowance for Credit Loss [Abstract]
Contract assets	175	289	289	$ 226
Expected Settlement Period
2019				(155)
2020				(25)
2021				(42)
2022				0
2023				(4)
Contract with Customer, Liability [Abstract]
Contract liability	$ 261	$ 265	$ 265	261
Expected Settlement Period
2019				(99)
2020				(54)
2021				(54)
2022				$ (54)
Lease commission recognized upon tenant opening (as a percent)			50.00%

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Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Disaggregation of Revenue [Line Items]
Rental revenues	$ 185,393	$ 207,568	$ 376,373	$ 420,297
Revenues from contracts with customers (ASC 606):	5,865	5,739	11,405	12,098
Total revenues	193,377	214,598	391,407	434,798
Malls
Disaggregation of Revenue [Line Items]
Total revenues	170,976	195,942	354,840	396,657
All Other
Disaggregation of Revenue [Line Items]
Total revenues	22,401	18,656	36,567	38,141
Operating expense reimbursements
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	2,061	2,168	4,204	4,511
Operating expense reimbursements | Malls
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	1,217	927	2,093	2,221
Operating expense reimbursements | All Other
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	1	1	(1)	2
Management, development and leasing fees
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	2,586	2,643	5,109	5,364
Marketing revenues
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	1,218	928	2,092	2,223
Marketing revenues | Malls
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	1,892	2,083	4,084	4,273
Marketing revenues | All Other
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	169	85	120	238
Other revenues
Disaggregation of Revenue [Line Items]
Other revenues	$ 2,119	$ 1,291	$ 3,629	$ 2,403

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Revenues - Narrative (Details)	6 Months Ended
	Jun. 30, 2019 extension_option
Revenue from Contract with Customer [Abstract]
Period between increases in fixed rate of arrangements	5 years
Number of extension options (one or more)	1
Period of extension option (50 or more years)	50 years
Lease commission recognized upon lease execution (as a percent)	50.00%

XML

Revenues - Remaining Performance Obligations (Details) $ in Thousands	Jun. 30, 2019 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 25,233
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Expected timing of satisfaction of remaining performance obligation	5 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 48,825
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Expected timing of satisfaction of remaining performance obligation	15 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2039-04-01
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 48,226
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2039-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Expected timing of satisfaction of remaining performance obligation
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 122,284

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Leases - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019 USD ($) office_lease ground_lease	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) office_lease ground_lease	Jun. 30, 2018 USD ($)
Lessee, Lease, Description [Line Items]
Tenant reimbursements period related to certain capital expenditure minimum			5 years
Tenant reimbursements period related to certain capital expenditure maximum			15 years
Uncollectable operating lease receivables | $	$ 152	$ 745	$ 1,692	$ 2,786
Number of ground leases | ground_lease	8		8
Number of office leases | office_lease	1		1
Weighted-average remaining term of operating leases	39 years 3 months 18 days		39 years 3 months 18 days
Weighted-average discount rate of operating leases (as a percent)	8.00%		8.00%
Minimum
Lessee, Lease, Description [Line Items]
Operating lease renewal term	5 years		5 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease renewal term	10 years		10 years

XML

Leases - Components of Rental Revenue (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Leases [Abstract]
Fixed lease payments	$ 151,730	$ 311,002
Variable lease payments	33,663	65,371
Total rental revenues	$ 185,393	$ 376,373

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Leases - Future Minimum Lease Payments to be Received (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Operating Lease Payments to be Received after Adoption of ASC 842
2019	$ 276,503
2020	518,603
2021	450,475
2022	373,187
2023	307,880
2024	239,693
Thereafter	593,446
Total undiscounted lease payments	$ 2,759,787
Operating Lease Payments Receivable before Adoption of ASC 842
2019		$ 497,014
2020		426,228
2021		363,482
2022		294,441
2023		234,191
Thereafter		531,792
Total		$ 2,347,148

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Leases - Right-of-Use Asset and Lease Liability Activity (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2019 USD ($)
ROU Asset
Balance at beginning of period	$ 4,160
Cash reduction	(242)
Noncash increase	127
Balance at end of period	4,045
Lease Liability
Balance at beginning of period	4,074
Cash reduction	(242)
Noncash increase	210
Balance at end of period	$ 4,042

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Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Lease expense:
Operating lease expense	$ 207	$ 425
Variable lease expense	(2)	30
Rent Expense	$ 205	$ 455

XML

Leases - Maturities of Operating Lease Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Undiscounted Future Operating Lease Payments after Adoption of ASC 842
2019	$ 317
2020	567
2021	608
2022	332
2023	284
2024	263
Thereafter	12,019
Total undiscounted lease payments	14,390
Less imputed interest	(10,348)
Lease Liability	$ 4,042	$ 4,074
Future Minimum Payments Due under Operating Leases before Adoption of ASC 842
2019		504
2020		610
2021		517
2022		321
2023		281
Thereafter		12,297
Future minimum payments due under operating leases		$ 14,530

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Fair Value Measurements - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) mall community_center	Jun. 30, 2018 USD ($) mall	Dec. 31, 2018 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of long-term debt	$ 3,479,729		$ 3,479,729		$ 3,740,431
Loss on impairment	$ 41,608	$ 51,983	$ 66,433	$ 70,044
Number of malls with impairment | mall			3
Number of community centers with impairment | community_center			1
Greenbrier Mall and Honey Creek Mall
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on impairment			$ 66,662
Outlet Mall and Outparcel Sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on impairment				$ 70,044
Number of malls with impairment | mall				2

XML

Fair Value Measurements - Assets Measured at Fair Value on Nonrecurring Basis (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	$ 127,319	$ 34,000	$ 127,319	$ 34,000
Total Loss on Impairment	41,608	51,983	66,433	70,044
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	0	0	0	0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	0	0	0	0
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	$ 127,319	$ 34,000	$ 127,319	$ 34,000

XML

Fair Value Measurements - Impairment of Real Estate Properties (Details) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on Impairment		$ 41,608	$ 51,983	$ 66,433	$ 70,044
Fair Value		127,319	34,000	127,319	34,000
Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on Impairment					70,044
Fair Value			34,000		34,000
Greenbrier Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on Impairment				22,770
Fair Value		56,300		56,300
Honey Creek Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on Impairment	$ (239)			2,045
Fair Value		14,360		14,360
The Forum at Grandview | All Other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on Impairment				8,582
Fair Value		31,559		31,559
EastGate Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on Impairment				33,265
Fair Value		25,100		25,100
Prior period adjustments | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on Impairment				(229)
Fair Value		$ 0		$ 0
Janesville Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on Impairment					18,061
Fair Value			0		0
Fair value of equity method investment			17,640		17,640
Cary Towne Center | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on Impairment					51,983
Fair Value			$ 34,000		$ 34,000
Expected Term | Greenbrier Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Holding period				10 years
Expected Term | EastGate Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Holding period				10 years
Expected Term | Cary Towne Center | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Holding period				10 years
Cap Rate | Greenbrier Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurement input (as a percent)		0.110		0.110
Cap Rate | EastGate Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurement input (as a percent)		0.145		0.145
Cap Rate | Cary Towne Center | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurement input (as a percent)		0.120		0.120
Discount Rate | Greenbrier Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurement input (as a percent)		0.115		0.115
Discount Rate | EastGate Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurement input (as a percent)		0.150		0.150
Discount Rate | Cary Towne Center | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurement input (as a percent)		0.13		0.13

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Dispositions and Held for Sale - Dispositions (Details) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 30, 2019 USD ($)	Jun. 30, 2019 USD ($) outparcel	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) outparcel	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Sales Price		$ 32,208		$ 32,208
Net Sales Price		31,562		31,562
Gain				3,236
Gain on Extinguishment of Debt		0	$ 0	71,722	$ 0
Loss on impairment		41,608	$ 51,983	66,433	70,044
Gain (loss) on sale of outparcels		$ 2,100		$ 2,100
Number of outparcels sold | outparcel		1		1
Gain related to land contributed		$ 433		$ 433
Acadania Mall
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on impairment						$ 1,593	$ 43,007
Non-cash default interest expense				305
Proceeds from sale of real estate				4,000
Cary Towne Center
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on impairment						$ 54,678
Non-cash default interest expense				237
Proceeds from sale of real estate				31,500
Malls
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on impairment					$ 70,044
Malls | Honey Creek Mall
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Sales Price	$ 14,600
Net Sales Price	14,360
Gain				0
Loss on impairment	(239)			2,284
Malls | Shops at Hickory Point
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Sales Price	2,508
Net Sales Price	$ 2,407
Gain				1,326
All Other | Courtyard by Marriott at Pearland Town Center
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Sales Price		15,100		15,100
Net Sales Price		14,795		14,795
Gain				1,910
Non-recourse loans on operating properties
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Balance of Non-recourse Debt		163,476		163,476
Gain on Extinguishment of Debt				71,722
Non-recourse loans on operating properties | Malls | Acadania Mall
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Balance of Non-recourse Debt		119,760		119,760
Gain on Extinguishment of Debt				61,796
Non-recourse loans on operating properties | Malls | Cary Towne Center
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Balance of Non-recourse Debt		43,716		43,716
Gain on Extinguishment of Debt				9,926
Restatement Adjustment
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sale of outparcels		$ (242)		$ (14)

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Dispositions and Held for Sale - Held-for-Sale Activity (Details) - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2019	Dec. 31, 2018
Long Lived Assets Held-for-sale [Line Items]
Total Assets	[1]	$ 44,574	$ 30,971
Total Liabilities		663
850 Greenbriar Circle | All Other
Long Lived Assets Held-for-sale [Line Items]
Total Assets		10,233
Total Liabilities		$ 35
Percentage of the Company's Total Assets		0.20%
Kroger at Foothill Plaza | All Other
Long Lived Assets Held-for-sale [Line Items]
Total Assets		$ 1,091
Total Liabilities		$ 0
Percentage of the Company's Total Assets		0.00%
The Forum at Grandview | All Other
Long Lived Assets Held-for-sale [Line Items]
Total Assets		$ 32,195
Total Liabilities		$ 569
Percentage of the Company's Total Assets		0.60%
Barnes & Noble at High Point | All Other
Long Lived Assets Held-for-sale [Line Items]
Total Assets		$ 1,055
Total Liabilities		$ 59
Percentage of the Company's Total Assets		0.00%

[1] As of June 30, 2019, includes $601,069 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $410,719 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7.

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Unconsolidated Affiliates and Noncontrolling Interests - Narrative (Details) $ in Thousands	1 Months Ended		3 Months Ended		6 Months Ended
	May 31, 2019 USD ($)	Jan. 31, 2019 USD ($)	Jun. 30, 2019 USD ($) entity	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) entity	Jun. 30, 2018 USD ($)
Schedule of Equity Method Investments [Line Items]
Number of equity method investment entities | entity			22		22
Number of joint ventures | entity			15		15
Number of variable interest entities | entity					19
Gain on sales of real estate assets | $			$ 5,527	$ 3,747	$ 5,755	$ 8,118
Minimum
Schedule of Equity Method Investments [Line Items]
Equity interest in real estate property (as a percent)			10.00%		10.00%
Ownership in variable interest entity (as a percent)					50.00%
Maximum
Schedule of Equity Method Investments [Line Items]
Equity interest in real estate property (as a percent)			65.00%		65.00%
Ownership in variable interest entity (as a percent)					95.00%
Bullseye, LLC
Schedule of Equity Method Investments [Line Items]
Ownership in variable interest entity (as a percent)					20.00%
Parkdale Self Storage, LLC
Schedule of Equity Method Investments [Line Items]
Equity interest in real estate property (as a percent)			50.00%		50.00%
Gain on sales of real estate assets | $	$ 433
Bullseye, LLC
Schedule of Equity Method Investments [Line Items]
Payments to acquire land | $		$ 3,310

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Unconsolidated Affiliates and Noncontrolling Interests - Unconsolidated Affiliates (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
ASSETS
Investment in real estate assets	$ 2,103,300		$ 2,103,300		$ 2,097,088
Accumulated depreciation	(701,616)		(701,616)		(674,275)
Real estate investment net, before development in process	1,401,684		1,401,684		1,422,813
Developments in progress	23,431		23,431		12,569
Net investment in real estate assets	1,425,115		1,425,115		1,435,382
Other assets	172,545		172,545		188,521
Total assets	1,597,660		1,597,660		1,623,903
LIABILITIES
Mortgage and other indebtedness, net	1,315,885		1,315,885		1,319,949
Other liabilities	37,152		37,152		39,777
Total liabilities	1,353,037		1,353,037		1,359,726
OWNERS' EQUITY
The Company	179,120		179,120		191,050
Other investors	65,503		65,503		73,127
Total owners' equity	244,623		244,623		264,177
Total liabilities and owners' equity	1,597,660		1,597,660		$ 1,623,903
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract]
Total revenues	54,230	$ 55,083	110,097	$ 112,264
Net income (loss)	2,993	7,242	9,003	12,551
Parent Company
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract]
Net income (loss)	$ 1,872	$ 4,368	$ 5,180	$ 8,107

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Unconsolidated Affiliates and Noncontrolling Interests - Financings of Unconsolidated Affiliates (Details) - Parkdale Self Storage, LLC $ in Thousands	6 Months Ended
	Jun. 30, 2019 USD ($)
Schedule of Equity Method Investments [Line Items]
Stated interest rate (as a percent)	5.25%
Total Outstanding	$ 6,500
Company's Ownership Interest (as a percent)	50.00%
Maximum guarantee (as a percent)	100.00%
LIBOR
Schedule of Equity Method Investments [Line Items]
Basis spread on variable rate (as a percent)	2.80%

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Unconsolidated Affiliates and Noncontrolling Interests - Noncontrolling Interests (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Operating Partnership
Schedule of Equity Method Investments [Line Items]
Noncontrolling interests	$ 41,559	$ 55,917
Other consolidated subsidiaries
Schedule of Equity Method Investments [Line Items]
Noncontrolling interests	13,222	12,111
Unconsolidated Properties
Schedule of Equity Method Investments [Line Items]
Noncontrolling interests	$ 54,781	$ 68,028

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Unconsolidated Affiliates and Noncontrolling Interests - Variable Interest Entities (Details) - USD ($)	6 Months Ended
	Jun. 30, 2019	Sep. 30, 2018
Ambassador Infrastructure, LLC
Noncontrolling Interest [Line Items]
Investment in Real Estate Joint Ventures and Partnerships	$ 0
Maximum Risk of Loss	$ 10,050,000
Debt guaranteed (as a percent)	100.00%
Bullseye, LLC
Noncontrolling Interest [Line Items]
Investment in Real Estate Joint Ventures and Partnerships	$ 5,000
Maximum Risk of Loss	5,000
EastGate Storage, LLC
Noncontrolling Interest [Line Items]
Investment in Real Estate Joint Ventures and Partnerships	939,000
Maximum Risk of Loss	$ 3,000,000
Debt guaranteed (as a percent)	50.00%
G&I VIII CBL Triangle LLC
Noncontrolling Interest [Line Items]
Investment in Real Estate Joint Ventures and Partnerships	$ 0
Maximum Risk of Loss	0
Equity interest in real estate property (as a percent)		90.00%
Parkdale Self Storage, LLC
Noncontrolling Interest [Line Items]
Investment in Real Estate Joint Ventures and Partnerships	1,125,000
Maximum Risk of Loss	$ 6,500,000
Debt guaranteed (as a percent)	100.00%
Equity interest in real estate property (as a percent)	50.00%
Self-Storage at Mid Rivers, LLC
Noncontrolling Interest [Line Items]
Investment in Real Estate Joint Ventures and Partnerships	$ 912,000
Maximum Risk of Loss	2,717,000
Shoppes at Eagle Point, LLC
Noncontrolling Interest [Line Items]
Investment in Real Estate Joint Ventures and Partnerships	16,344,000
Maximum Risk of Loss	16,344,000
Maximum Guaranteed Amount	$ 12,740,000

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Mortgage and Other Indebtedness, Net - Narrative (Details)	1 Months Ended	6 Months Ended	12 Months Ended
	May 31, 2019 USD ($)	Jun. 30, 2019 USD ($) associated_center mortgage_note_receivable mall subsidiary	Dec. 31, 2018 USD ($) unsecured_term_loan	Apr. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Jan. 31, 2019 USD ($)	Jan. 01, 2019 USD ($)	Dec. 31, 2017 USD ($)
Debt Instrument [Line Items]
Number of malls securing the credit facility | mall		17
Number of associated centers securing the credit facility | associated_center		3
Number of wholly owned subsidiaries | subsidiary		36
Ownership interest in guarantor subsidiaries by Operating Partnership (as a percent)		100.00%
Principal maturities for remainder of fiscal year		$ 139,396,000
Principal maturities for remainder of fiscal year Related to maturing operating property loans		$ 98,256,000
Weighted-average maturity period		4 years 3 months 18 days	3 years 8 months 12 days
Unsecured lines of credit
Debt Instrument [Line Items]
Number of debt instruments | unsecured_term_loan			3
Maximum borrowing capacity			$ 1,100,000,000
Secured line of credit
Debt Instrument [Line Items]
Variable-rate debt		$ 383,084,000
Unsecured term loans
Debt Instrument [Line Items]
Total Outstanding			$ 695,000,000			$ 500,000,000
Number of debt instruments | unsecured_term_loan			3
Non-recourse loans on operating properties
Debt Instrument [Line Items]
Total Outstanding		163,476,000
Default minimum of debt instrument		50,000,000
Secured term loan
Debt Instrument [Line Items]
Variable-rate debt		$ 482,500,000
Secured Debt | Line of Credit
Debt Instrument [Line Items]
Total Outstanding							$ 1,185,000,000
Interest rate (as a percent)		4.69%
Quarterly installment payments on debt							35,000,000
Secured Debt | Line of Credit | Minimum
Debt Instrument [Line Items]
Annual facility fee (as a percent)		0.25%
Secured Debt | Line of Credit | Maximum
Debt Instrument [Line Items]
Annual facility fee (as a percent)		0.35%
Secured Debt | Revolving Credit Facility
Debt Instrument [Line Items]
Total Outstanding							685,000,000
Secured Debt | Unsecured term loans
Debt Instrument [Line Items]
Total Outstanding							500,000,000
LIBOR | Unsecured Term Loan 1
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)		2.25%
Guarantor Subsidiaries
Debt Instrument [Line Items]
Number of malls securing the credit facility | mall		17
Number of associated centers securing the credit facility | associated_center		3
Number of wholly owned subsidiaries | subsidiary		36
Number of malls not classified as collateral for the secured credit facility | mall		5
Number of associated centers not classified as collateral for the secured credit facility | associated_center		2
Number of mortgage notes receivable not classified as collateral for the secured credit facility | mortgage_note_receivable		4
Principal maturities for remainder of fiscal year		$ 68,980,000
Weighted-average maturity period		1 year 10 months 24 days	1 year 1 month 6 days
Guarantor Subsidiaries | Mortgages
Debt Instrument [Line Items]
Total Outstanding								$ 37,295,000
Interest rate (as a percent)								5.75%
Guarantor Subsidiaries | Secured Debt | Line of Credit
Debt Instrument [Line Items]
Total Outstanding							$ 1,185,000
Volusia Mall | Mortgages
Debt Instrument [Line Items]
Total Outstanding				$ 50,000,000	$ 41,000,000
Stated interest rate (as a percent)				4.56%	8.00%
Outlet Shoppes at Laredo | Mortgages
Debt Instrument [Line Items]
Total Outstanding	$ 43,000,000
Early repayment of debt	$ 10,800,000

XML

Mortgage and Other Indebtedness, Net - Summary (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	5.17%	5.10%
Unamortized deferred financing costs	$ (19,490)
Total mortgage and other indebtedness, net	$ 3,865,939
Fixed Rate Interest
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	5.31%	5.37%
Variable Rate Interest
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	4.72%	4.21%
Non-recourse loans on operating properties | Fixed Rate Interest
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	5.21%	5.33%
Senior Unsecured Notes Due 2023
Debt Instrument [Line Items]
Unamortized Discount	$ 2,344	$ 2,577
Senior Unsecured Notes Due 2023 | Fixed Rate Interest
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	5.25%	5.25%
Senior Unsecured Notes Due 2024
Debt Instrument [Line Items]
Unamortized Discount	$ 44	$ 47
Senior Unsecured Notes Due 2024 | Fixed Rate Interest
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	4.60%	4.60%
Senior Unsecured Notes Due 2026
Debt Instrument [Line Items]
Unamortized Discount	$ 7,952	$ 8,365
Senior Unsecured Notes Due 2026 | Fixed Rate Interest
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	5.95%	5.95%
Recourse loans on operating properties | Variable Rate Interest
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	5.05%	4.97%
Construction Loans | Variable Rate Interest
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	5.33%	5.25%
Secured line of credit
Debt Instrument [Line Items]
Variable-rate debt	$ 383,084
Secured line of credit | Variable Rate Interest
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	4.69%	0.00%
Unsecured lines of credit | Variable Rate Interest
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	0.00%	3.90%
Secured term loan
Debt Instrument [Line Items]
Variable-rate debt	$ 482,500
Secured term loan | Variable Rate Interest
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	4.69%	0.00%
Unsecured term loans | Variable Rate Interest
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	0.00%	4.21%
CBL & Associates Properties, Inc.
Debt Instrument [Line Items]
Fixed rate debt, amount	$ 2,946,440	$ 3,147,108
Variable-rate debt	938,989	955,751
Total fixed-rate and variable-rate debt	3,885,429	4,102,859
Unamortized deferred financing costs	(19,490)	(15,963)
Liabilities related to assets held for sale	0	(43,716)
Total mortgage and other indebtedness, net	3,865,939	4,043,180
CBL & Associates Properties, Inc. | Non-recourse loans on operating properties
Debt Instrument [Line Items]
Fixed rate debt, amount	1,581,780	1,783,097
CBL & Associates Properties, Inc. | Senior Unsecured Notes Due 2023
Debt Instrument [Line Items]
Fixed rate debt, amount	447,656	447,423
CBL & Associates Properties, Inc. | Senior Unsecured Notes Due 2024
Debt Instrument [Line Items]
Fixed rate debt, amount	299,956	299,953
CBL & Associates Properties, Inc. | Senior Unsecured Notes Due 2026
Debt Instrument [Line Items]
Fixed rate debt, amount	617,048	616,635
CBL & Associates Properties, Inc. | Recourse loans on operating properties
Debt Instrument [Line Items]
Variable-rate debt	56,721	68,607
CBL & Associates Properties, Inc. | Construction Loans
Debt Instrument [Line Items]
Variable-rate debt	16,684	8,172
CBL & Associates Properties, Inc. | Secured line of credit
Debt Instrument [Line Items]
Variable-rate debt	383,084	0
CBL & Associates Properties, Inc. | Unsecured lines of credit
Debt Instrument [Line Items]
Variable-rate debt	0	183,972
CBL & Associates Properties, Inc. | Secured term loan
Debt Instrument [Line Items]
Variable-rate debt	482,500	0
CBL & Associates Properties, Inc. | Unsecured term loans
Debt Instrument [Line Items]
Variable-rate debt	$ 0	$ 695,000

XML

Mortgage and Other Indebtedness, Net - Senior Unsecured Notes (Details) - USD ($)	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Interest rate	5.17%	5.10%
Minimum
Debt Instrument [Line Items]
Notice period required to redeem debt	30 days
Maximum
Debt Instrument [Line Items]
Notice period required to redeem debt	60 days
Interest Rate
Debt Instrument [Line Items]
Interest rate	5.31%	5.37%
Senior Unsecured Notes Due 2023
Debt Instrument [Line Items]
Amount	$ 450,000,000
Senior Unsecured Notes Due 2023 | Treasury Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	0.40%
Senior Unsecured Notes Due 2023 | Interest Rate
Debt Instrument [Line Items]
Interest rate	5.25%	5.25%
Senior Unsecured Notes Due 2024
Debt Instrument [Line Items]
Amount	$ 300,000,000
Senior Unsecured Notes Due 2024 | Treasury Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	0.35%
Senior Unsecured Notes Due 2024 | Interest Rate
Debt Instrument [Line Items]
Interest rate	4.60%	4.60%
Senior Unsecured Notes Due 2026
Debt Instrument [Line Items]
Amount	$ 625,000,000
Senior Unsecured Notes Due 2026 | Treasury Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	0.50%
Senior Unsecured Notes Due 2026 | Minimum
Debt Instrument [Line Items]
Secured debt to total assets (as a percent)	40.00%
Senior Unsecured Notes Due 2026 | Interest Rate
Debt Instrument [Line Items]
Interest rate	5.95%	5.95%
Senior Notes Due 2023 and 2024 | Minimum
Debt Instrument [Line Items]
Secured debt to total assets (as a percent)	40.00%
Senior Notes Due 2023 and 2024 | Maximum
Debt Instrument [Line Items]
Secured debt to total assets (as a percent)	45.00%
Senior Notes Due 2023 and 2024 | Interest Rate | Minimum
Debt Instrument [Line Items]
Increase in variable interest rate (as a percent)	0.25%
Senior Notes Due 2023 and 2024 | Interest Rate | Maximum
Debt Instrument [Line Items]
Increase in variable interest rate (as a percent)	1.00%
Senior Unsecured Notes | Actual
Debt Instrument [Line Items]
Secured debt to total assets (as a percent)	34.00%
Senior Unsecured Notes | Maximum
Debt Instrument [Line Items]
Secured debt to total assets (as a percent)	40.00%

XML

Mortgage and Other Indebtedness, Net - Compliance with Key Covenant Ratios (Details)	Jan. 01, 2020	Jun. 30, 2019
Required | Senior Unsecured Notes
Debt Instrument [Line Items]
Total debt to total assets (as a percent)		60.00%
Secured debt to total assets (as a percent)		40.00%
Total unencumbered assets to unsecured debt (as a percent)		150.00%
Consolidated income available for debt service to annual debt service charge (as a percent)		150.00%
Actual | Senior Unsecured Notes
Debt Instrument [Line Items]
Total debt to total assets (as a percent)		52.00%
Secured debt to total assets (as a percent)		34.00%
Total unencumbered assets to unsecured debt (as a percent)		191.00%
Consolidated income available for debt service to annual debt service charge (as a percent)		230.00%
Maximum | Senior Unsecured Notes
Debt Instrument [Line Items]
Secured debt to total assets (as a percent)		40.00%
Maximum | Senior Notes Due 2023 and 2024
Debt Instrument [Line Items]
Secured debt to total assets (as a percent)		45.00%
Forecast | Maximum | Senior Notes Due 2023 and 2024
Debt Instrument [Line Items]
Secured debt to total assets (as a percent)	40.00%

XML

Mortgage and Other Indebtedness, Net - Loan Repayments (Details) - Honey Creek Mall - Mortgages - USD ($) $ in Thousands	1 Months Ended
	Apr. 30, 2019	Mar. 31, 2019
Debt Instrument [Line Items]
Stated interest rate (as a percent)		8.00%
Principal Balance Repaid	$ 23,539

XML

Mortgage and Other Indebtedness, Net - Dispositions (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 31, 2019	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Debt Instrument [Line Items]
Gain on extinguishment of debt		$ 0	$ 0	$ 71,722	$ 0
Mortgages
Debt Instrument [Line Items]
Balance of Non-recourse Debt		$ 163,476		163,476
Gain on extinguishment of debt				71,722
Acadiana Mall | Mortgages
Debt Instrument [Line Items]
Interest rate (as a percent)	5.67%
Balance of Non-recourse Debt	$ 119,760
Gain on extinguishment of debt	$ 61,795
Cary Towne Center
Debt Instrument [Line Items]
Proceeds from sale of real estate				$ 31,500
Cary Towne Center | Mortgages
Debt Instrument [Line Items]
Interest rate (as a percent)	4.00%
Balance of Non-recourse Debt	$ 43,716
Gain on extinguishment of debt	$ 9,927

XML

Mortgage and Other Indebtedness, Net - Principal Payments (Details) $ in Thousands	Jun. 30, 2019 USD ($)
Debt Disclosure [Abstract]
2019	$ 139,396
2020	247,495
2021	548,799
2022	470,312
2023	1,268,787
2024	405,909
Thereafter	815,071
Mortgage and other indebtedness	3,895,769
Unamortized discounts	(10,340)
Unamortized deferred financing costs	(19,490)
Total mortgage and other indebtedness, net	$ 3,865,939

XML

Mortgage and Other Notes Receivable - Summary (Details) - USD ($) $ in Thousands		6 Months Ended	12 Months Ended
		Jun. 30, 2019	Dec. 31, 2018
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract]
Assignment of the partnership interest (as a percent)		100.00%
Mortgage and Other Notes Receivable [Line Items]
Balance	[1]	$ 6,326	$ 7,672
Mortgages
Mortgage and Other Notes Receivable [Line Items]
Balance		$ 3,913	$ 4,884
Mortgages | Columbia Place Outparcel
Mortgage and Other Notes Receivable [Line Items]
Interest Rate (as a percent)		5.00%	5.00%
Balance		$ 271	$ 283
Mortgages | One Park Place (1)
Mortgage and Other Notes Receivable [Line Items]
Interest Rate (as a percent)		5.00%	5.00%
Balance		$ 0	$ 783
Mortgages | Village Square
Mortgage and Other Notes Receivable [Line Items]
Interest Rate (as a percent)		5.00%	4.00%
Balance		$ 1,130	$ 1,308
Mortgages | Other
Mortgage and Other Notes Receivable [Line Items]
Balance		$ 2,512	$ 2,510
Mortgages | Other | Minimum
Mortgage and Other Notes Receivable [Line Items]
Interest Rate (as a percent)		4.90%	5.01%
Mortgages | Other | Maximum
Mortgage and Other Notes Receivable [Line Items]
Interest Rate (as a percent)		9.50%	9.50%
Mortgages | The Promenade at Dlberville
Mortgage and Other Notes Receivable [Line Items]
Balance		$ 1,100
Other Notes Receivable
Mortgage and Other Notes Receivable [Line Items]
Balance		$ 2,413	$ 2,788
Other Notes Receivable | ERMC
Mortgage and Other Notes Receivable [Line Items]
Interest Rate (as a percent)		4.00%	4.00%
Balance		$ 1,837	$ 2,183
Other Notes Receivable | Southwest Theaters LLC
Mortgage and Other Notes Receivable [Line Items]
Interest Rate (as a percent)		5.00%	5.00%
Balance		$ 576	$ 605

[1] As of June 30, 2019, includes $601,069 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $410,719 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7.

XML

Segment Information - Summary (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Segment Reporting Information [Line Items]
Revenues		$ 193,377	$ 214,598	$ 391,407	$ 434,798
Property operating expenses		(56,978)	(62,042)	(118,653)	(129,895)
Interest expense		(52,482)	(54,203)	(106,480)	(107,970)
Other expense		(34)	(245)	(34)	(339)
Gain on sales of real estate assets		5,527	3,747	5,755	8,118
Segment profit (loss)		89,410	101,855	171,995	204,712
Depreciation and amortization expense		(64,478)	(73,566)	(134,270)	(145,316)
General and administrative expense		(14,427)	(13,490)	(36,434)	(31,794)
Litigation settlement expense		0	0	(88,150)	0
Interest and other income		356	218	845	431
Gain on extinguishment of debt		0	0	71,722	0
Loss on impairment		(41,608)	(51,983)	(66,433)	(70,044)
Gain on investments		0	387	0	387
Income tax benefit (provision)		(813)	2,235	(952)	2,880
Equity in earnings of unconsolidated affiliates		1,872	4,368	5,180	8,107
Net loss		(29,688)	(29,976)	(76,497)	(30,637)
Capital expenditures		32,973	37,822	61,112	74,473
Total Assets	[1]	5,048,140		5,048,140		$ 5,340,853
Malls
Segment Reporting Information [Line Items]
Revenues		170,976	195,942	354,840	396,657
Property operating expenses		(53,599)	(57,940)	(110,780)	(121,769)
Interest expense		(21,556)	(25,962)	(44,746)	(51,736)
Other expense		0	(35)	0	(84)
Gain on sales of real estate assets		2,478	0	2,478	0
Segment profit (loss)		98,299	112,005	201,792	223,068
Capital expenditures		31,560	32,779	59,584	67,081
Total Assets		4,610,847		4,610,847		4,868,141
All Other
Segment Reporting Information [Line Items]
Revenues		22,401	18,656	36,567	38,141
Property operating expenses		(3,379)	(4,102)	(7,873)	(8,126)
Interest expense		(30,926)	(28,241)	(61,734)	(56,234)
Other expense		(34)	(210)	(34)	(255)
Gain on sales of real estate assets		3,049	3,747	3,277	8,118
Segment profit (loss)		(8,889)	(10,150)	(29,797)	(18,356)
Capital expenditures		1,413	$ 5,043	1,528	$ 7,392
Total Assets		$ 437,293		$ 437,293		$ 472,712

[1] As of June 30, 2019, includes $601,069 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $410,719 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7.

XML

Earnings per Share and Earnings per Unit - Narrative (Details) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Common Units
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Potentially dilutive securities excluded from the computation of EPS (shares)		0	0
Antidilutive securities excluded from the computation of EPS (shares)		0	0
Weighted Average Number of Shares Outstanding, Diluted	199,972		200,142
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements	205		411
Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Potentially dilutive securities excluded from the computation of EPS (shares)		0	0
Antidilutive securities excluded from the computation of EPS (shares)		0	0
Weighted Average Number of Shares Outstanding, Diluted	172,867		172,715
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements	205		411

XML

Contingencies - Litigation (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Apr. 30, 2019	Mar. 31, 2019
Loss Contingencies [Line Items]
Litigation settlement expense		$ 88,150
Wave Lengths Hair Salons Of Florida Inc.
Loss Contingencies [Line Items]
Required amount reserved	$ 90,000
Amount awarded to other party	$ 60,000
Period of settlement payments of monthly rent credits	5 years
Loss contingency accrual		$ 88,150
Wave Lengths Hair Salons Of Florida Inc. | Maximum
Loss Contingencies [Line Items]
Attorney fees and associated costs	$ 28,000
Incentive award costs	50
Class administration costs	$ 100

XML

Contingencies - Environmental Contingencies (Details)	6 Months Ended
	Jun. 30, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Environmental liability insurance, maximum coverage per incident (up to)	$ 10,000,000
Environmental liability insurance, annual coverage limit (up to)	$ 50,000,000

XML

Contingencies - Guarantees (Details)	6 Months Ended
	Jun. 30, 2019 USD ($) extension_option	Dec. 31, 2018 USD ($)
Guarantor Obligations [Line Items]
Obligation Recorded to Reflect Guaranty	$ 843,000	$ 1,158,000
Number of extension options available | extension_option	1
West Melbourne I, LLC - Phase I
Guarantor Obligations [Line Items]
Company's Ownership Interest (as a percent)	50.00%
Outstanding Balance	$ 40,197,000
Percentage Guaranteed by the Operating Partnership (as a percent)	50.00%
Maximum Guaranteed Amount	$ 20,099,000
Obligation Recorded to Reflect Guaranty	$ 201,000	203,000
West Melbourne I, LLC - Phase II
Guarantor Obligations [Line Items]
Company's Ownership Interest (as a percent)	50.00%
Outstanding Balance	$ 15,827,000
Percentage Guaranteed by the Operating Partnership (as a percent)	50.00%
Maximum Guaranteed Amount	$ 7,914,000
Obligation Recorded to Reflect Guaranty	$ 79,000	80,000
Port Orange I, LLC
Guarantor Obligations [Line Items]
Company's Ownership Interest (as a percent)	50.00%
Outstanding Balance	$ 54,629,000
Percentage Guaranteed by the Operating Partnership (as a percent)	50.00%
Maximum Guaranteed Amount	$ 27,315,000
Obligation Recorded to Reflect Guaranty	$ 273,000	280,000
Ambassador Infrastructure, LLC
Guarantor Obligations [Line Items]
Company's Ownership Interest (as a percent)	65.00%
Outstanding Balance	$ 10,050,000
Percentage Guaranteed by the Operating Partnership (as a percent)	100.00%
Maximum Guaranteed Amount	$ 10,050,000
Obligation Recorded to Reflect Guaranty	$ 101,000	106,000
Shoppes at Eagle Point, LLC
Guarantor Obligations [Line Items]
Company's Ownership Interest (as a percent)	50.00%
Outstanding Balance	$ 35,189,000
Percentage Guaranteed by the Operating Partnership (as a percent)	35.00%
Maximum Guaranteed Amount	$ 12,740,000
Obligation Recorded to Reflect Guaranty	$ 127,000	364,000
Number of extension options available | extension_option	1
Option extension term of debt instrument	2 years
EastGate Storage, LLC
Guarantor Obligations [Line Items]
Company's Ownership Interest (as a percent)	50.00%
Outstanding Balance	$ 6,000,000
Percentage Guaranteed by the Operating Partnership (as a percent)	50.00%
Maximum Guaranteed Amount	$ 3,000,000
Obligation Recorded to Reflect Guaranty	$ 32,000	65,000
Reduction of guarantor obligations once construction is complete (as a percent)	50.00%
Reduction of guarantor obligations once certain debt and operational metrics are met (as a percent)	25.00%
Self-Storage at Mid Rivers, LLC
Guarantor Obligations [Line Items]
Company's Ownership Interest (as a percent)	50.00%
Outstanding Balance	$ 5,434,000
Percentage Guaranteed by the Operating Partnership (as a percent)	50.00%
Maximum Guaranteed Amount	$ 2,717,000
Obligation Recorded to Reflect Guaranty	$ 30,000	60,000
Reduction of guarantor obligations once construction is complete (as a percent)	50.00%
Reduction of guarantor obligations once certain debt and operational metrics are met (as a percent)	25.00%
Guaranty fee (as a percent)	1.00%
Parkdale Self Storage, LLC
Guarantor Obligations [Line Items]
Company's Ownership Interest (as a percent)	50.00%
Outstanding Balance	$ 0
Percentage Guaranteed by the Operating Partnership (as a percent)	100.00%
Maximum Guaranteed Amount	$ 6,500,000
Obligation Recorded to Reflect Guaranty	$ 0	$ 0
York Town Center Lp
Guarantor Obligations [Line Items]
Company's Ownership Interest (as a percent)	50.00%
Undiscounted maximum exposure	$ 22,000,000
Annual reductions to guarantors obligations	800,000
Guaranteed minimum exposure amount	10,000,000
Guaranteed amount of the outstanding loan based on percentage	$ 12,400,000
Guarantor obligations recoverable (as a percent)	50.00%
Parkdale Self Storage, LLC
Guarantor Obligations [Line Items]
Company's Ownership Interest (as a percent)	50.00%
Maximum guarantee (as a percent)	100.00%
Total Outstanding	$ 6,500,000

XML

Contingencies - Performance Bonds (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Malpractice loss contingency, letters of credit and surety bonds	$ 15,824	$ 16,003

XML

Share-Based Compensation - Summary (Details) $ / shares in Units, $ in Thousands				3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 11, 2019 $ / shares shares	Feb. 12, 2018 $ / shares shares	Feb. 07, 2017 $ / shares	Jun. 30, 2019 USD ($) $ / shares shares	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) installment $ / shares shares	Jun. 30, 2018 USD ($)	Dec. 31, 2015	Jun. 30, 2019 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under plan (shares) | shares									10,400,000
Share-based compensation cost capitalized as part of real estate assets | $				$ 27	$ 102	$ 41	$ 224
Weighted-Average Grant Date Fair Value
Unrecognized compensation cost related to nonvested stock awards | $									$ 4,142
Compensation cost to be recognized over a weighted-average period						2 years 7 months 6 days
Number of shares authorized to be granted annually (shares) | shares									200,000
Vested at conclusion of performance period
Weighted-Average Grant Date Fair Value
Vesting rate (as a percent)						60.00%
Remaining percentage after performance period
Weighted-Average Grant Date Fair Value
Vesting rate (as a percent)						40.00%
Vested each year for the first two anniversaries after conclusion of performance period
Weighted-Average Grant Date Fair Value
Vesting rate (as a percent)						20.00%
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense | $				$ 546	709	$ 2,259	2,476
Shares
Nonvested, beginning of period (shares) | shares						875,497
Granted (shares) | shares						855,681
Vested (shares) | shares						(744,574)
Forfeited (shares) | shares						(8,158)
Nonvested, end of period (shares) | shares				978,446		978,446
Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value, nonvested, beginning of period (USD per share) | $ / shares						$ 7.99
Weighted-average grant date fair value, granted (USD per share) | $ / shares						2.23
Weighted-average grant date fair value, vested (USD per share) | $ / shares						5.11
Weighted-average grant date fair value, forfeited (USD per share) | $ / shares						6.29
Weighted-average grant date fair value, nonvested, end of period (USD per share) | $ / shares				$ 5.16		$ 5.16
Number of annual installment for awards to vest (installment) | installment						4
Fair value per share on valuation date (USD per share) | $ / shares				$ 5.16		$ 7.99			$ 5.16
Restricted Stock Awards | Vested on date of grant
Weighted-Average Grant Date Fair Value
Vesting rate (as a percent)						20.00%
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense | $				$ 443	$ 533	$ 869	$ 952
Shares
Nonvested, beginning of period (shares) | shares						910,911
Granted (shares) | shares						1,103,537
Vested (shares) | shares						0
Nonvested, end of period (shares) | shares				2,014,448		2,014,448
Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value, nonvested, beginning of period (USD per share) | $ / shares						$ 4.67
Weighted-average grant date fair value, granted (USD per share) | $ / shares						2.40
Weighted-average grant date fair value, nonvested, end of period (USD per share) | $ / shares	$ 4.74	$ 4.76	$ 6.86	$ 3.42		$ 3.42
Unrecognized compensation cost related to nonvested stock awards | $									$ 3,304
Compensation cost to be recognized over a weighted-average period						4 years
Performance period						3 years		3 years
Vesting rate based on achievement of TSR relative to the NAREIT retail index (as a percent)						66.67%
Vesting rate based on the achievement of absolute TSR metrics (as a percent)						33.33%
Stock classified as a liability due to the potential cash component (shares) | shares						566,862
Fair value per share on valuation date (USD per share) | $ / shares	$ 4.74	$ 4.76	$ 6.86	$ 3.42		$ 4.67			$ 3.42
Risk-free interest rate (as a percent)	2.54%	2.36%	1.53%
Expected share price volatility (as a percent)	60.99%	42.02%	32.85%
Performance Stock Units | Chief Executive Officer
Shares
Granted (shares) | shares	357,800	240,164,000
Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value, nonvested, end of period (USD per share) | $ / shares	$ 2.45	$ 3.13
Fair value per share on valuation date (USD per share) | $ / shares	$ 2.45	$ 3.13
Performance Stock Units | Officer
Shares
Granted (shares) | shares	178,875	120,064,000
Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value, nonvested, end of period (USD per share) | $ / shares	$ 2.29	$ 1.63
Fair value per share on valuation date (USD per share) | $ / shares	$ 2.29	$ 1.63

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Noncash Investing and Financing Activities - Summary (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Real Estate Investments, Net [Abstract]
Accrued dividends and distributions payable	$ 2,420	$ 41,656
Additions to real estate assets accrued but not yet paid	26,572	23,318
Conversion of Operating Partnership units for common stock	0	3,059
Lease liabilities arising from obtaining right-of-use assets	4,042	0
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]
Decrease in real estate assets	(60,059)	0
Decrease in mortgage and other indebtedness	124,111	0
Decrease in operating assets and liabilities	9,333	0
Decrease in intangible lease and other assets	(1,663)	0
Corporate Joint Venture
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]
Decrease in real estate assets	(566)	(587)
Increase in investment in unconsolidated affiliates	$ 999	$ 974

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Subsequent Events - Narrative (Details) - Subsequent Event $ in Thousands	1 Months Ended
	Jul. 31, 2019 USD ($)
850 Greenbriar Circle
Subsequent Event [Line Items]
Proceeds from sale of real estate	$ 10,500
Kroger at Foothill Plaza
Subsequent Event [Line Items]
Proceeds from sale of real estate	2,350
The Forum at Grandview
Subsequent Event [Line Items]
Proceeds from sale of real estate	31,750
Barnes & Noble at High Point
Subsequent Event [Line Items]
Proceeds from sale of real estate	$ 2,000

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Combined Guarantor Subsidiaries - Combined Balance Sheets - Summary (Details) - USD ($) $ in Thousands		Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018		Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017
Real estate assets:
Land	[1]	$ 756,946		$ 793,944
Buildings and improvements	[1]	6,153,444		6,414,886
Real estate assets	[1]	6,910,390		7,208,830
Accumulated depreciation	[1]	(2,477,552)		(2,493,082)
Real estate investment property, net, before developments in progress	[1]	4,432,838		4,715,748
Developments in progress	[1]	47,666		38,807
Net investment in real estate assets	[1]	4,525,078		4,785,526
Cash and cash equivalents		20,483		25,138	[1]	$ 23,428
Receivables:
Tenant, net of allowance for doubtful accounts of $2,337 in 2018	[1]	72,485		77,788
Other, net of allowance for doubtful accounts of $838 in 2018	[1]	8,450		7,511
Mortgage and other notes receivable	[1]	6,326		7,672
Intangible lease assets and other assets	[1]	144,458		153,665
Total assets	[1]	5,048,140		5,340,853
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage notes payable, net		3,865,939		4,043,180
Accounts payable and accrued liabilities		260,265		218,217
Total liabilities	[1]	4,126,867		4,305,113
Commitments and contingencies (Note 7 and Note 11)
Total liabilities, redeemable noncontrolling interests and equity		5,048,140		5,340,853
Guarantor Subsidiaries
Real estate assets:
Land		220,973		232,813
Buildings and improvements		2,227,950		2,361,707
Real estate assets		2,448,923		2,594,520
Accumulated depreciation		(899,790)		(921,562)
Real estate investment property, net, before developments in progress		1,549,133		1,672,958
Developments in progress		10,728		6,582
Net investment in real estate assets		1,559,861		1,679,540
Cash and cash equivalents		8,808		5,880		4,935
Receivables:
Tenant, net of allowance for doubtful accounts of $2,337 in 2018		27,685		30,553
Other, net of allowance for doubtful accounts of $838 in 2018		399		1,007
Mortgage and other notes receivable		76,569		76,747
Intangible lease assets and other assets		40,128		48,133
Total assets		1,713,450		1,841,860
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage notes payable, net		253,933		377,996
Accounts payable and accrued liabilities		43,514		59,241
Total liabilities		297,447		437,237
Commitments and contingencies (Note 7 and Note 11)
Owners' equity		1,416,003	$ 1,433,602	1,404,623		$ 1,499,229	$ 1,509,846	$ 1,486,164
Total liabilities, redeemable noncontrolling interests and equity		$ 1,713,450		$ 1,841,860

[1] As of June 30, 2019, includes $601,069 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $410,719 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7.

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Combined Guarantor Subsidiaries - Combined Balance Sheets - Parenthetical (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Condensed Financial Statements, Captions [Line Items]
Tenant receivables allowance for doubtful accounts	$ 2,337
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Tenant receivables allowance for doubtful accounts	$ 260

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Combined Guarantor Subsidiaries - Combined Statements of Operations - Summary (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018
REVENUES:
Rental revenues	$ 185,393		$ 207,568		$ 376,373	$ 420,297
Other	5,398		4,387		9,925	9,137
Total revenues	193,377		214,598		391,407	434,798
OPERATING EXPENSES:
Property operating	(26,532)		(29,527)		(55,512)	(62,353)
Depreciation and amortization	(64,478)		(73,566)		(134,270)	(145,316)
Real estate taxes	(19,148)		(20,456)		(39,067)	(42,304)
Maintenance and repairs	(11,298)		(12,059)		(24,074)	(25,238)
Loss on impairment	(41,608)		(51,983)		(66,433)	(70,044)
Other	(34)		(245)		(34)	(339)
Total operating expenses	(177,525)		(201,326)		(443,974)	(377,388)
OTHER INCOME (EXPENSES):
Interest and other income	356		218		845	431
Interest expense	(52,482)		(54,203)		(106,480)	(107,970)
Gain on extinguishment of debt	0		0		71,722	0
Gain on sales of real estate assets	5,527		3,747		5,755	8,118
Total other income (expenses)	(45,540)		(43,248)		(23,930)	(88,047)
Net loss	(29,688)		(29,976)		(76,497)	(30,637)
Guarantor Subsidiaries
REVENUES:
Rental revenues	67,316		76,976		138,588	155,682
Other	1,552		1,615		3,271	3,347
Total revenues	68,868		78,591		141,859	159,029
OPERATING EXPENSES:
Property operating	(10,342)		(11,446)		(21,550)	(23,754)
Depreciation and amortization	(22,717)		(24,607)		(46,818)	(49,106)
Real estate taxes	(5,994)		(6,954)		(12,795)	(14,113)
Maintenance and repairs	(4,085)		(4,358)		(8,841)	(9,076)
Loss on impairment	0		0		(22,770)	0
Other	(627)		(35)		(627)	(35)
Total operating expenses	(43,765)		(47,400)		(113,401)	(96,084)
OTHER INCOME (EXPENSES):
Interest and other income	1,084		2,088		2,027	4,220
Interest expense	(3,412)		(6,151)		(7,397)	(12,141)
Gain on extinguishment of debt	0		0		61,796	0
Gain on sales of real estate assets	0		(11)		0	1,708
Total other income (expenses)	(2,328)		(4,074)		56,426	(6,213)
Net loss	$ 22,775	$ 62,109	$ 27,117	$ 29,615	$ 84,884	$ 56,732

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Combined Guarantor Subsidiaries - Combined Statements of Owners' Equity - Summary (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018
Increase (Decrease) in Partners' Capital [Roll Forward]
Net loss	$ (29,688)		$ (29,976)		$ (76,497)	$ (30,637)
Guarantor Subsidiaries
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance	1,433,602	$ 1,404,623	1,509,846	$ 1,486,164	1,404,623	1,486,164
Net loss	22,775	62,109	27,117	29,615	84,884	56,732
Contributions	16,558	17,363	14,677	50,514
Distributions	(54,312)	(41,658)	(52,411)	(56,447)
Noncash distributions	(2,620)	(8,835)
Ending balance	$ 1,416,003	$ 1,433,602	$ 1,499,229	$ 1,509,846	$ 1,416,003	$ 1,499,229

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Combined Guarantor Subsidiiaries - Combined Statements of Cash Flows - Summary (Details) - USD ($) $ in Thousands		3 Months Ended				6 Months Ended		12 Months Ended
		Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018		Jun. 30, 2019	Dec. 31, 2018	Jun. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$ (29,688)		$ (29,976)		$ (76,497)	$ (30,637)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization						134,270	145,316
Net amortization of deferred financing costs, debt premiums and discounts						4,306	3,593
Net amortization of intangible lease assets and liabilities						(1,071)	(1,436)
Gain on sales of real estate assets						(5,755)	(8,118)
Gain on insurance proceeds						(421)	0
Write-off of development projects						34	339
Loss on impairment		41,608		51,983		66,433	70,044
Gain on extinguishment of debt						(71,722)	0
Change in estimate of uncollectable rental revenues						1,692	2,786
Changes in:
Tenant and other receivables						(473)	6,173
Other assets						(2,036)	(1,269)
Accounts payable and accrued liabilities						68,104	(9,489)
Net cash provided by operating activities						126,032	179,882
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets						(51,148)	(65,988)
Acquisitions of real estate assets						0	(2,051)
Proceeds from sales of real estate assets						69,238	19,556
Proceeds from insurance						740	0
Payments received on mortgage and other notes receivable						1,346	516
Changes in other assets						(857)	(4,878)
Net cash provided by (used in) investing activities						27,104	(22,837)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness						(1,113,337)	(263,486)
Net cash used in financing activities						(165,132)	(164,706)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH						(11,996)	(7,661)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period			$ 57,512		$ 68,172	57,512	68,172	$ 68,172
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period		45,516		60,511		45,516	60,511	57,512
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
Cash and cash equivalents		20,483		23,428		20,483	23,428	25,138	[1]
Restricted cash
Restricted cash	[2]									$ 84		$ 5,829
Mortgage escrows	[2]									24,949		31,254
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period		45,516	57,512	60,511	68,172	57,512	68,172	57,512		45,516	$ 57,512	60,511
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized						105,621	100,185
Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		22,775	62,109	27,117	29,615	84,884	56,732
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization						46,818	49,106
Net amortization of deferred financing costs, debt premiums and discounts						124	(59)
Net amortization of intangible lease assets and liabilities						(983)	(1,471)
Gain on sales of real estate assets						0	(1,708)
Gain on insurance proceeds						(9)	0
Write-off of development projects						0	192
Loss on impairment		0		0		22,770	0
Gain on extinguishment of debt						(61,796)	0
Change in estimate of uncollectable rental revenues						1,168	766
Changes in:
Tenant and other receivables						116	795
Other assets						(703)	(463)
Accounts payable and accrued liabilities						(8,423)	(1,243)
Net cash provided by operating activities						83,966	102,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets						(14,280)	(23,775)
Acquisitions of real estate assets						0	(2,051)
Proceeds from sales of real estate assets						0	2,544
Proceeds from insurance						653	0
Payments received on mortgage and other notes receivable						177	4,779
Changes in other assets						(329)	(656)
Net cash provided by (used in) investing activities						(13,779)	(19,159)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness						(8,916)	(41,430)
Distributions to owners						(95,970)	(108,858)
Contributions from owners						33,921	65,191
Net cash used in financing activities						(70,965)	(85,097)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH						(778)	(1,609)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period			13,020		14,544	13,020	14,544	14,544
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period		12,242		12,935		12,242	12,935	13,020
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
Cash and cash equivalents		8,808		4,935		8,808	4,935	5,880
Restricted cash
Restricted cash										0		4,921
Mortgage escrows										3,434	7,139	3,079
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period		$ 12,242	$ 13,020	$ 12,935	$ 14,544	13,020	14,544	$ 13,020		$ 12,242	$ 13,020	$ 12,935
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized						$ 6,751	$ 7,701

[1] As of June 30, 2019, includes $601,069 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $410,719 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7.

[2] Included in intangible lease assets and other assets in the condensed consolidated balance sheets.

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Combined Guarantor Subsidiaries - Organization and Basis of Presentation - Narrative (Details)	Jun. 30, 2019 associated_center mortgage_note_receivable mall subsidiary state senior_unsecured_note	Jan. 01, 2019 USD ($)
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of states in which entity operates | state	26
Number of malls securing the credit facility | mall	17
Number of associated centers securing the credit facility | associated_center	3
Number of wholly owned subsidiaries | subsidiary	36
Guarantor Subsidiaries
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of states in which entity operates | state	26
Number of malls securing the credit facility | mall	17
Number of associated centers securing the credit facility | associated_center	3
Number of wholly owned subsidiaries | subsidiary	36
Number of malls not classified as collateral for the secured credit facility | mall	5
Number of associated centers not classified as collateral for the secured credit facility | associated_center	2
Number of mortgage notes receivable not classified as collateral for the secured credit facility | mortgage_note_receivable	4
Line of Credit | Secured Debt
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Balance of Non-recourse Debt | $		$ 1,185,000,000
Line of Credit | Secured Debt | Guarantor Subsidiaries
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Balance of Non-recourse Debt | $		$ 1,185,000
Senior Unsecured Notes | Guarantor Subsidiaries
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of debt instruments | senior_unsecured_note	3

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Combined Guarantor Subsidiaries - Summary of Significant Accounting Policies - Narrative (Details) - USD ($)		3 Months Ended		6 Months Ended
		Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Condensed Financial Statements, Captions [Line Items]
Restricted cash related to mortgage escrows	[1]	$ 24,949,000	$ 31,254,000	$ 24,949,000	$ 31,254,000
Net deferred financing costs		19,490,000		19,490,000
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Amortization of intangible assets		665,000	536,000	1,291,000	1,262,000
Estimated total net amortization expense of intangible assets for remainder of 2019		709,000		709,000
Estimated total net amortization expense of intangible assets in 2020		1,166,000		1,166,000
Estimated total net amortization expense of intangible assets in 2021		1,212,000		1,212,000
Estimated total net amortization expense of intangible assets in 2022		991,000		991,000
Estimated total net amortization expense of intangible assets in 2023		680,000		680,000
Estimated total net amortization expense of intangible assets in 2024		614,000		614,000
Interest expense capitalized		101,000	210,000	196,000	398,000
Restricted cash related to mortgage escrows		3,434,000	3,079,000	3,434,000	3,079,000	$ 7,139,000
Net deferred financing costs		237,000		237,000		361,000
Amortization expense related to deferred financing costs		62,000	$ 62,000	124,000	$ 139,000
Accumulated amortization of deferred financing costs		1,216,000		1,216,000		$ 1,092,000
Income tax provision		$ 0		$ 0
Concentration risk (less than)			5.10%
Building | Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Useful life of property, plant and equipment				40 years
Minimum | Improvements | Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Useful life of property, plant and equipment				10 years
Minimum | Equipment and Fixtures | Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Useful life of property, plant and equipment				7 years
Maximum | Improvements | Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Useful life of property, plant and equipment				20 years
Maximum | Equipment and Fixtures | Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Useful life of property, plant and equipment				10 years
Customer Concentration Risk | Sales Revenue, Net | Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Concentration risk (less than)		10.00%

[1] Included in intangible lease assets and other assets in the condensed consolidated balance sheets.

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Combined Guarantor Subsidiaries - Summary of Significant Accounting Policies - Intangibles and Balance Sheet Classifications (Details) - Guarantor Subsidiaries - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Accounts payable and accrued liabilities:
Cost	$ 27,868	$ 28,942
Accumulated Amortization	(22,199)	(21,805)
Above-market leases
Intangible lease assets and other assets:
Cost	11,671	12,307
Accumulated Amortization	(10,876)	(11,198)
In-place leases
Intangible lease assets and other assets:
Cost	43,057	46,229
Accumulated Amortization	(36,163)	(37,381)
Tenant relationships
Intangible lease assets and other assets:
Cost	25,818	27,866
Accumulated Amortization	$ (4,719)	$ (4,880)

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Combined Guarantor Subsidiaries - Revenues - Contract Balances (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2019
Change in Contract with Customer, Liability [Roll Forward]
Contract liability	$ 261	$ 265
Completed performance obligation	0	(4)
Contract obligation	0	0
Contract liability	261	261
Contract with Customer, Liability [Abstract]
Contract liability	261	265	$ 261
Expected Settlement Period
2019			(99)
2020			(54)
2021			(54)
2022			(54)
Guarantor Subsidiaries
Change in Contract with Customer, Liability [Roll Forward]
Contract liability	79	79
Completed performance obligation	0	0
Contract obligation	0	0
Contract liability	79	79
Contract with Customer, Liability [Abstract]
Contract liability	$ 79	$ 79	79
Expected Settlement Period
2019			(19)
2020			(20)
2021			(20)
2022			$ (20)

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Combined Guarantor Subsidiaries - Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Disaggregation of Revenue [Line Items]
Rental revenues	$ 185,393	$ 207,568	$ 376,373	$ 420,297
Revenues from contracts with customers (ASC 606):	5,865	5,739	11,405	12,098
Total revenues	193,377	214,598	391,407	434,798
Malls
Disaggregation of Revenue [Line Items]
Total revenues	170,976	195,942	354,840	396,657
All Other
Disaggregation of Revenue [Line Items]
Total revenues	22,401	18,656	36,567	38,141
Operating expense reimbursements
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	2,061	2,168	4,204	4,511
Operating expense reimbursements | Malls
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	1,217	927	2,093	2,221
Operating expense reimbursements | All Other
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	1	1	(1)	2
Marketing revenues
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	1,218	928	2,092	2,223
Marketing revenues | Malls
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	1,892	2,083	4,084	4,273
Marketing revenues | All Other
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	169	85	120	238
Other revenues
Disaggregation of Revenue [Line Items]
Other revenues	2,119	1,291	3,629	2,403
Guarantor Subsidiaries
Disaggregation of Revenue [Line Items]
Rental revenues	67,316	76,976	138,588	155,682
Revenues from contracts with customers (ASC 606):	1,242	1,375	2,830	3,051
Total revenues	68,868	78,591	141,859	159,029
Guarantor Subsidiaries | Malls
Disaggregation of Revenue [Line Items]
Total revenues	66,403	75,906	136,803	153,567
Guarantor Subsidiaries | All Other
Disaggregation of Revenue [Line Items]
Total revenues	2,465	2,685	5,056	5,462
Guarantor Subsidiaries | Operating expense reimbursements
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	693	966	1,844	2,134
Guarantor Subsidiaries | Operating expense reimbursements | Malls
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	688	949	1,839	2,117
Guarantor Subsidiaries | Operating expense reimbursements | All Other
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	5	17	5	17
Guarantor Subsidiaries | Marketing revenues
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	549	409	986	917
Guarantor Subsidiaries | Marketing revenues | Malls
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers (ASC 606):	549	409	986	917
Guarantor Subsidiaries | Other revenues
Disaggregation of Revenue [Line Items]
Other revenues	$ 310	$ 240	$ 441	$ 296

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Combined Guarantor Subsidiaries - Revenues - Remaining Performance Obligations (Details) $ in Thousands	Jun. 30, 2019 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 25,233
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Expected timing of satisfaction of remaining performance obligation	5 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 48,825
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Expected timing of satisfaction of remaining performance obligation	15 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2039-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 48,226
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2039-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Expected timing of satisfaction of remaining performance obligation
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 122,284
Guarantor Subsidiaries | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 12,341
Guarantor Subsidiaries | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Expected timing of satisfaction of remaining performance obligation	5 years
Guarantor Subsidiaries | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 23,691
Guarantor Subsidiaries | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Expected timing of satisfaction of remaining performance obligation	15 years
Guarantor Subsidiaries | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2039-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 35,312
Guarantor Subsidiaries | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2039-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Expected timing of satisfaction of remaining performance obligation
Guarantor Subsidiaries | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 71,344

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Combined Guarantor Subsidiaries - Revenues - Narrative (Details)	6 Months Ended
	Jun. 30, 2019 extension_option
Condensed Financial Statements, Captions [Line Items]
Period between increases in fixed rate of arrangements	5 years
Number of extension options available (one or more)	1
Period of extension option (50 or more years)	50 years
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Period between increases in fixed rate of arrangements	5 years
Number of extension options available (one or more)	1
Period of extension option (50 or more years)	50 years

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Combined Guarantor Subsidiaries - Leases - Narrative (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2019 USD ($) ground_lease	Jun. 30, 2019 USD ($) ground_lease
Lessee, Lease, Description [Line Items]
Tenant reimbursements period related to certain capital expenditure minimum		5 years
Tenant reimbursements period related to certain capital expenditure maximum		15 years
Number of ground leases	8	8
Guarantor Subsidiaries
Lessee, Lease, Description [Line Items]
Tenant reimbursements period related to certain capital expenditure minimum		5 years
Tenant reimbursements period related to certain capital expenditure maximum		15 years
Number of ground leases	1	1
Operating lease renewal term	5 years	5 years
Lease expense | $	$ 10	$ 20

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Combined Guarantor Subsidiaries - Leases - Components of Rental Revenue (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Rental revenues:
Fixed lease payments	$ 151,730	$ 311,002
Variable lease payments	33,663	65,371
Total rental revenues	185,393	376,373
Guarantor Subsidiaries
Rental revenues:
Fixed lease payments	54,755	115,062
Variable lease payments	12,561	23,526
Total rental revenues	$ 67,316	$ 138,588

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Combined Guarantor Subsidiaries - Leases - Future Minimum Lease Payments to be Received (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Operating Lease Payments to be Received after Adoption of ASC 842
2019	$ 276,503
2020	518,603
2021	450,475
2022	373,187
2023	307,880
2024	239,693
Thereafter	593,446
Total undiscounted lease payments	2,759,787
Operating Lease Payments Receivable before Adoption of ASC 842
2019		$ 497,014
2020		426,228
2021		363,482
2022		294,441
2023		234,191
Thereafter		531,792
Total		2,347,148
Guarantor Subsidiaries
Operating Lease Payments to be Received after Adoption of ASC 842
2019	100,377
2020	184,890
2021	163,745
2022	134,622
2023	113,575
2024	87,319
Thereafter	208,168
Total undiscounted lease payments	$ 992,696
Operating Lease Payments Receivable before Adoption of ASC 842
2019		184,923
2020		154,944
2021		133,093
2022		107,092
2023		86,957
Thereafter		193,324
Total		$ 860,333

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Combined Guarantor Subsidiaries - Leases - Right-of-Use Asset and Lease Liability Activity (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2019 USD ($)
ROU Asset
Balance at beginning of period	$ 4,160
Cash reduction	(242)
Noncash increase	127
Balance at end of period	4,045
Lease Liability
Balance at beginning of period	4,074
Cash reduction	(242)
Noncash increase	210
Balance at end of period	4,042
Guarantor Subsidiaries
ROU Asset
Balance at beginning of period	493
Cash reduction	(20)
Noncash increase	16
Balance at end of period	489
Lease Liability
Balance at beginning of period	490
Cash reduction	(20)
Noncash increase	19
Balance at end of period	$ 489

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Combined Guarantor Subsidiaries - Leases - Maturities of Operating Lease Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018	Jun. 30, 2018
Undiscounted Future Operating Lease Payments after Adoption of ASC 842
2019	$ 317
2020	567
2021	608
2022	332
2023	284
2024	263
Thereafter	12,019
Total undiscounted lease payments	14,390
Less imputed interest	(10,348)
Lease Liability	4,042	$ 4,074
Future Minimum Payments Due under Operating Leases before Adoption of ASC 842
2019		504
2020		610
2021		517
2022		321
2023		281
Thereafter		12,297
Future minimum payments due under operating leases		14,530
Guarantor Subsidiaries
Undiscounted Future Operating Lease Payments after Adoption of ASC 842
2019	20
2020	41
2021	41
2022	41
2023	41
2024	41
Thereafter	1,949
Total undiscounted lease payments	2,174
Less imputed interest	(1,685)
Lease Liability	$ 489	490	$ 0
Future Minimum Payments Due under Operating Leases before Adoption of ASC 842
2019		41
2020		41
2021		41
2022		41
2023		41
Thereafter		1,990
Future minimum payments due under operating leases		$ 2,195

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Combined Guarantor Subsidiaries - Fair Value Measurements - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) mall	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of long-term debt	$ 3,479,729		$ 3,479,729		$ 3,740,431
Loss on impairment	41,608	$ 51,983	$ 66,433	$ 70,044
Number of malls with impairment | mall			3
Guarantor Subsidiaries
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of long-term debt	256,285		$ 256,285		$ 319,222
Loss on impairment	$ 0	$ 0	$ 22,770	$ 0
Number of malls with impairment | mall			1

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Combined Guarantor Subsidiaries - Fair Value Measurements - Assets Measured at Fair Value on Nonrecurring Basis (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	$ 127,319	$ 34,000	$ 127,319	$ 34,000
Total Loss on Impairment	41,608	51,983	66,433	70,044
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	0	0	0	0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	0	0	0	0
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	127,319	34,000	127,319	34,000
Guarantor Subsidiaries
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	56,300		56,300
Total Loss on Impairment	0	$ 0	22,770	$ 0
Guarantor Subsidiaries | Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	0		0
Guarantor Subsidiaries | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	0		0
Guarantor Subsidiaries | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	$ 56,300		$ 56,300

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Combined Guarantor Subsidiaries - Fair Value Measurements - Impairment of Real Estate Properties (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on Impairment	$ 41,608	$ 51,983	$ 66,433	$ 70,044
Fair Value	127,319	34,000	127,319	34,000
Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on Impairment				70,044
Fair Value		34,000		34,000
Greenbrier Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on Impairment			22,770
Fair Value	$ 56,300		$ 56,300
Cap Rate | Greenbrier Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurement input (as a percent)	0.110		0.110
Discount Rate | Greenbrier Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurement input (as a percent)	0.115		0.115
Guarantor Subsidiaries
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on Impairment	$ 0	$ 0	$ 22,770	$ 0
Fair Value	56,300		56,300
Guarantor Subsidiaries | Greenbrier Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on Impairment			22,770
Fair Value	56,300		56,300
Equity method investments at fair value	$ 56,300		$ 56,300
Holding period			10 years
Guarantor Subsidiaries | Cap Rate | Greenbrier Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurement input (as a percent)	0.110		0.110
Guarantor Subsidiaries | Discount Rate | Greenbrier Mall | Malls
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurement input (as a percent)	0.115		0.115

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Combined Guarantor Subsidiaries - Dispositions - Summary (Details) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2019 USD ($) outparcel	Jun. 30, 2018 USD ($) outparcel	Jun. 30, 2019 USD ($) outparcel	Jun. 30, 2018 USD ($) outparcel	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on Extinguishment of Debt	$ 0	$ 0	$ 71,722	$ 0
Loss on impairment	$ 41,608	51,983	66,433	70,044
Gain (loss) on sales of real estate assets			$ 5,755	8,118
Number of outparcels sold | outparcel	1		1
Acadania Mall
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on impairment					$ 1,593	$ 43,007
Non-cash default interest expense			$ 305
Malls
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on impairment				70,044
Non-recourse loans on operating properties
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Balance of Non-recourse Debt	$ 163,476		163,476
Gain on Extinguishment of Debt			71,722
Non-recourse loans on operating properties | Malls | Acadania Mall
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Balance of Non-recourse Debt	119,760		119,760
Gain on Extinguishment of Debt			61,796
Guarantor Subsidiaries
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on Extinguishment of Debt	0	0	61,796	0
Loss on impairment	0	$ 0	22,770	0
Gain (loss) on sales of real estate assets			0	$ 1,708
Number of outparcels sold | outparcel		4		4
Guarantor Subsidiaries | Acadania Mall
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on impairment						$ 43,007
Non-cash default interest expense			305
Guarantor Subsidiaries | Non-recourse loans on operating properties | Malls | Acadania Mall
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Balance of Non-recourse Debt	$ 119,760		119,760
Gain on Extinguishment of Debt			$ 61,796
Restatement Adjustment | Guarantor Subsidiaries
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sales of real estate assets		$ (11)		$ 0

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Combined Guarantor Subsidiaries - Mortgage Notes Payable, Net - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Principal maturities for remainder of fiscal year	$ 139,396
Weighted-average maturity period	4 years 3 months 18 days	3 years 8 months 12 days
Guarantor Subsidiaries
Debt Instrument [Line Items]
Principal maturities for remainder of fiscal year	$ 68,980
Weighted-average maturity period	1 year 10 months 24 days	1 year 1 month 6 days
Guarantor Subsidiaries | Greenbrier Mall
Debt Instrument [Line Items]
Principal maturities for remainder of fiscal year	$ 66,301
Guarantor Subsidiaries | Principal Amortization
Debt Instrument [Line Items]
Principal maturities for remainder of fiscal year	$ 2,679
Guarantor Subsidiaries | Mortgages
Debt Instrument [Line Items]
Total Outstanding			$ 37,295
Interest rate (as a percent)			5.75%

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Combined Guarantor Subsidiaries - Mortgage Notes Payable, Net - Net Mortgage Notes Payable (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	5.17%	5.10%
Unamortized deferred financing costs	$ (19,490)
Total mortgage and other indebtedness, net	3,865,939
Guarantor Subsidiaries
Debt Instrument [Line Items]
Unamortized deferred financing costs	(237)	$ (361)
Total mortgage and other indebtedness, net	$ 253,933	377,996
Guarantor Subsidiaries | Mortgages
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	5.23%
Mortgage notes payable	$ 254,170	378,357
Acadiana Mall | Guarantor Subsidiaries | Mortgages
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	5.67%
Mortgage notes payable	$ 0	119,760
Greenbrier Mall | Guarantor Subsidiaries | Mortgages
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	5.41%
Mortgage notes payable	$ 66,301	68,101
Park Plaza Mall | Guarantor Subsidiaries | Mortgages
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	5.28%
Mortgage notes payable	$ 79,831	81,287
Arbor Place Mall | Guarantor Subsidiaries | Mortgages
Debt Instrument [Line Items]
Weighted-average interest rate (as a percent)	5.10%
Mortgage notes payable	$ 108,038	$ 109,209

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Combined Guarantor Subsidiaries - Mortgage Notes Payable, Net - Scheduled Principal Amortization and Balloon Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Condensed Financial Statements, Captions [Line Items]
2019	$ 139,396
2020	247,495
2021	548,799
2022	470,312
Mortgage and other indebtedness	3,895,769
Unamortized deferred financing costs	(19,490)
Total mortgage and other indebtedness, net	3,865,939
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
2019	68,980
2020	5,574
2021	77,844
2022	101,772
Mortgage and other indebtedness	254,170
Unamortized deferred financing costs	(237)	$ (361)
Total mortgage and other indebtedness, net	$ 253,933	$ 377,996

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Combined Guarantor Subsidiaries - Mortgage and Other Notes Receivable - Summary (Details) - USD ($) $ in Thousands		6 Months Ended	12 Months Ended
		Jun. 30, 2019	Dec. 31, 2018
Mortgage and Other Notes Receivable [Line Items]
Mortgage and other notes receivable	[1]	$ 6,326	$ 7,672
Mortgages
Mortgage and Other Notes Receivable [Line Items]
Mortgage and other notes receivable		3,913	4,884
Other Notes Receivable
Mortgage and Other Notes Receivable [Line Items]
Mortgage and other notes receivable		2,413	2,788
Guarantor Subsidiaries
Mortgage and Other Notes Receivable [Line Items]
Mortgage and other notes receivable		76,569	76,747
Guarantor Subsidiaries | Mortgages
Mortgage and Other Notes Receivable [Line Items]
Mortgage and other notes receivable		$ 75,339	$ 75,517
Guarantor Subsidiaries | Mortgages | The Promenade
Mortgage and Other Notes Receivable [Line Items]
Interest rate (as a percent)		5.00%	5.00%
Mortgage and other notes receivable		$ 47,514	$ 47,514
Guarantor Subsidiaries | Mortgages | Hamilton Corner
Mortgage and Other Notes Receivable [Line Items]
Interest rate (as a percent)		5.67%	5.67%
Mortgage and other notes receivable		$ 14,295	$ 14,295
Guarantor Subsidiaries | Mortgages | The Forum at Grandview
Mortgage and Other Notes Receivable [Line Items]
Interest rate (as a percent)		5.25%	5.25%
Mortgage and other notes receivable		$ 12,400	$ 12,400
Guarantor Subsidiaries | Mortgages | Village Square
Mortgage and Other Notes Receivable [Line Items]
Interest rate (as a percent)		5.00%	4.00%
Mortgage and other notes receivable		$ 1,130	$ 1,308
Guarantor Subsidiaries | Other Notes Receivable
Mortgage and Other Notes Receivable [Line Items]
Mortgage and other notes receivable		$ 1,230	$ 1,230
Guarantor Subsidiaries | Other Notes Receivable | Community improvement district
Mortgage and Other Notes Receivable [Line Items]
Interest rate (as a percent)		7.50%	7.50%
Mortgage and other notes receivable		$ 1,230	$ 1,230

[1] As of June 30, 2019, includes $601,069 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $410,719 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7.

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Combined Guarantor Subsidiaries - Related Party Transactions - Narrative (Details) - CBL Management - Guarantor Subsidiaries - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Condensed Financial Statements, Captions [Line Items]
Management fee expense	$ 1,522	$ 1,454	$ 3,014	$ 3,005
Amounts payable for management fees	$ 364		$ 364		$ 176
Minimum
Condensed Financial Statements, Captions [Line Items]
Management fee (as a percent)			2.50%
Maximum
Condensed Financial Statements, Captions [Line Items]
Management fee (as a percent)			3.50%

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Combined Guarantor Subsidiaries - Segment Information - Summary (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Segment Reporting Information [Line Items]
Revenues		$ 193,377	$ 214,598	$ 391,407	$ 434,798
Property operating expenses		(56,978)	(62,042)	(118,653)	(129,895)
Interest expense		(52,482)	(54,203)	(106,480)	(107,970)
Other expense		(34)	(245)	(34)	(339)
Gain on sales of real estate assets		5,527	3,747	5,755	8,118
Segment profit (loss)		89,410	101,855	171,995	204,712
Depreciation and amortization expense		(64,478)	(73,566)	(134,270)	(145,316)
General and administrative expense		(14,427)	(13,490)	(36,434)	(31,794)
Interest and other income		356	218	845	431
Gain on extinguishment of debt		0	0	71,722	0
Loss on impairment		(41,608)	(51,983)	(66,433)	(70,044)
Net income		(29,688)	(29,976)	(76,497)	(30,637)
Capital expenditures		32,973	37,822	61,112	74,473
Total Assets	[1]	5,048,140		5,048,140		$ 5,340,853
Malls
Segment Reporting Information [Line Items]
Revenues		170,976	195,942	354,840	396,657
Property operating expenses		(53,599)	(57,940)	(110,780)	(121,769)
Interest expense		(21,556)	(25,962)	(44,746)	(51,736)
Other expense		0	(35)	0	(84)
Gain on sales of real estate assets		2,478	0	2,478	0
Segment profit (loss)		98,299	112,005	201,792	223,068
Capital expenditures		31,560	32,779	59,584	67,081
Total Assets		4,610,847		4,610,847		4,868,141
All Other
Segment Reporting Information [Line Items]
Revenues		22,401	18,656	36,567	38,141
Property operating expenses		(3,379)	(4,102)	(7,873)	(8,126)
Interest expense		(30,926)	(28,241)	(61,734)	(56,234)
Other expense		(34)	(210)	(34)	(255)
Gain on sales of real estate assets		3,049	3,747	3,277	8,118
Segment profit (loss)		(8,889)	(10,150)	(29,797)	(18,356)
Capital expenditures		1,413	5,043	1,528	7,392
Total Assets		437,293		437,293		472,712
Guarantor Subsidiaries
Segment Reporting Information [Line Items]
Revenues		68,868	78,591	141,859	159,029
Property operating expenses		(20,421)	(22,758)	(43,186)	(46,943)
Interest expense		(3,412)	(6,151)	(7,397)	(12,141)
Other expense		(627)	(35)	(627)	(35)
Gain on sales of real estate assets		0	(11)	0	1,708
Segment profit (loss)		44,408	49,636	90,649	101,618
Depreciation and amortization expense		(22,717)	(24,607)	(46,818)	(49,106)
Interest and other income		1,084	2,088	2,027	4,220
Gain on extinguishment of debt		0	0	61,796	0
Loss on impairment		0	0	(22,770)	0
Net income		22,775	27,117	84,884	56,732
Capital expenditures		15,934	10,932	18,552	20,281
Total Assets		1,713,450		1,713,450		1,841,860
Guarantor Subsidiaries | Malls
Segment Reporting Information [Line Items]
Revenues		66,403	75,906	136,803	153,567
Property operating expenses		(19,840)	(22,119)	(42,009)	(45,672)
Interest expense		(3,412)	(6,151)	(7,397)	(12,141)
Other expense		(627)	(35)	(627)	(35)
Gain on sales of real estate assets			(11)		1,708
Segment profit (loss)		42,524	47,590	86,770	97,427
Capital expenditures		15,911	10,754	18,529	19,917
Total Assets		1,575,038		1,575,038		1,697,211
Guarantor Subsidiaries | All Other
Segment Reporting Information [Line Items]
Revenues		2,465	2,685	5,056	5,462
Property operating expenses		(581)	(639)	(1,177)	(1,271)
Interest expense		0	0	0	0
Other expense		0	0	0	0
Gain on sales of real estate assets			0		0
Segment profit (loss)		1,884	2,046	3,879	4,191
Capital expenditures		23	$ 178	23	$ 364
Total Assets		$ 138,412		$ 138,412		$ 144,649

[1] As of June 30, 2019, includes $601,069 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $410,719 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7.

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Combined Guarantor Subsidiaries - Contingencies - Narrative (Details)	6 Months Ended
	Jun. 30, 2019 USD ($)
Condensed Financial Statements, Captions [Line Items]
Environmental liability insurance, maximum coverage per incident (up to)	$ 10,000,000
Environmental liability insurance, annual coverage limit (up to)	50,000,000
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Environmental liability insurance, maximum coverage per incident (up to)	10,000,000
Environmental liability insurance, annual coverage limit (up to)	$ 50,000,000

XML

Combined Guarantor Subsidiaries - Noncash Investing and Financing Activities - Summary (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Real Estate Investments, Net [Abstract]
Additions to real estate assets accrued but not yet paid	$ 26,572	$ 23,318
Lease liabilities arising from obtaining right-of-use assets	4,042		$ 4,074
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]
Decrease in real estate assets	(60,059)	0
Decrease in mortgage and other indebtedness	124,111	0
Decrease in operating assets and liabilities	9,333	0
Decrease in intangible lease and other assets	(1,663)	0
Guarantor Subsidiaries
Real Estate Investments, Net [Abstract]
Additions to real estate assets accrued but not yet paid	10,423	5,604
Distribution of properties to owners	11,455	0
Lease liabilities arising from obtaining right-of-use assets	489	0	$ 490
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]
Decrease in real estate assets	(60,058)	0
Decrease in mortgage and other indebtedness	115,271	0
Decrease in operating assets and liabilities	8,246	0
Decrease in intangible lease and other assets	$ (1,663)	$ 0

XML

Label	Element	Value
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Contract with Customer, Liability, Expected Revenue Recognized, Year Five	cbl_ContractwithCustomerLiabilityExpectedRevenueRecognizedYearFive	$ 0
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	70,380,000
CBL & Associates Limited Partnership [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	70,380,000
CBL & Associates Limited Partnership [Member] | Parent [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	70,380,000
CBL & Associates Limited Partnership [Member] | Limited Partner [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	69,658,000
CBL & Associates Limited Partnership [Member] | General Partner [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	722,000
Parent [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	70,380,000
Accumulated Distributions in Excess of Net Income [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 70,380,000