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

6 Months Ended

Jun. 30, 2016

Equity Method Investments and Joint Ventures [Abstract]

Investments accounted for using the equity method of accounting

At June 30, 2016, the Company had investments in the following 19 entities, which are accounted for using the equity method of accounting:



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

Condensed combined financial statement information - unconsolidated affiliates

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



	As of
ASSETS	June 30, 2016			December 31, 2015
Investment in real estate assets	$	2,184,268		$	2,357,902
Accumulated depreciation	(549,935		)	(677,448		)
	1,634,333			1,680,454
Developments in progress	17,709			59,592
Net investment in real estate assets	1,652,042			1,740,046
Other assets	241,951			168,540
Total assets	$	1,893,993		$	1,908,586

LIABILITIES
Mortgage and other indebtedness	$	1,333,293		$	1,546,272
Other liabilities	56,261			51,357
Total liabilities	1,389,554			1,597,629

OWNERS' EQUITY
The Company	236,005			184,868
Other investors	268,434			126,089
Total owners' equity	504,439			310,957
Total liabilities and owners' equity	$	1,893,993		$	1,908,586



	Total for the Three Months Ended June 30,						Company's Share for the Three Months Ended June 30,
	2016			2015			2016			2015
Total revenues	$	62,854		$	63,111		$	29,836		$	32,958
Depreciation and amortization	(22,248		)	(19,641		)	(9,156		)	(10,303		)
Interest income	332			335			256			257
Interest expense	(14,181		)	(18,589		)	(7,093		)	(9,587		)
Operating expenses	(18,333		)	(17,468		)	(8,421		)	(9,045		)
Gain on extinguishment of debt	63,294			—			—			—
Income from continuing operations before gain on sales of real estate assets	71,718			7,748			5,422			4,280
Gain on sales of real estate assets	60,377			619			58,927			601
Net income	$	132,095		$	8,367		$	64,349		$	4,881



	Total for the Six Months Ended June 30,						Company's Share for the Six Months Ended June 30,
	2016			2015			2016			2015
Total revenues	$	127,058		$	125,583		$	60,100		$	65,793
Depreciation and amortization	(42,858		)	(39,122		)	(18,334		)	(20,620		)
Interest income	668			667			512			512
Interest expense	(27,670		)	(37,383		)	(13,678		)	(19,272		)
Operating expenses	(38,405		)	(36,774		)	(17,183		)	(18,873		)
Gain on extinguishment of debt	63,294			—			—			—
Income from continuing operations before gain on sales of real estate assets	82,087			12,971			11,417			7,540
Gain on sales of real estate assets	141,336			1,434			85,322			1,164
Net income	$	223,423		$	14,405		$	96,739		$	8,704

Financings

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



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


(1)	Excludes any extension options.


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


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


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


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


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


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


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


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


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


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

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



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

Schedule of Variable Interest Entities

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

Consolidated VIEs:

Atlanta Outlet Outparcels, LLC

Atlanta Outlet Shoppes, LLC

CBL Terrace LP

El Paso Outlet Center Holding, LLC

El Paso Outlet Center II, LLC

Foothills Mall Associates

Gettysburg Outlet Center Holding, LLC

Gettysburg Outlet Center, LLC

High Point Development LP II

Jarnigan Road LP

Laredo Outlet Shoppes, LLC ⁽¹⁾

Lebcon Associates

Lebcon I, Ltd

Lee Partners

Louisville Outlet Outparcels, LLC

Louisville Outlet Shoppes, LLC

Madison Grandview Forum, LLC

The Promenade at D'Ilberville

Statesboro Crossing, LLC

Village at Orchard Hills, LLC

Woodstock Ga Investments, LLC

Unconsolidated VIEs: ⁽²⁾

Ambassador Infrastructure, LLC

G&I VIII CBL Triangle LLC ⁽³⁾

(1)

In May 2016, the Company formed a 65/35 joint venture, Laredo Outlet Shoppes, LLC, to develop, own and operate The Outlet Shoppes of Laredo in Laredo, TX. The Company initially contributed $7,714, which consisted of a cash contribution of $2,434 and its interest in a note receivable of $5,280 (see Note 8), and the third party partner contributed $10,686 which included land and construction costs to date. The Company will be responsible for contributing 100% of the capital to fund the project until the pro rata 65% contribution is reached. All subsequent future contributions will be funded on a 65/35 pro rata basis. As of June 30, 2016, the Company had funded $15,493 of the project costs and only $4,353 remained to be funded by the company to reach the pro rata 65% contribution level. The Company determined that the new consolidated affiliate represents an interest in a VIE based upon the criteria noted above.


(2)	In June 2016, the foreclosure process was completed and Phases I and II of Gulf Coast Town Center in Ft. Myers, FL were returned to the lender in satisfaction of the non-recourse mortgage loan. As of June 30, 2016, the Company determined that the unconsolidated affiliate, JG Gulf Coast Town Center LLC, no longer represents an interest in a VIE based upon the criteria noted above.


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

- Definition

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

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