Condensed Consolidating Financial Information | Condensed Consolidating Financial Information Many of our subsidiaries that are 100% owned, either directly or indirectly, have guaranteed our indebtedness under our senior notes, term loans and revolving credit facility. The guarantees are joint and several and full and unconditional. The following statements set forth consolidating financial information with respect to these guarantors: Condensed Consolidating Balance Sheet As of September 30, 2016 Equity One, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated (In thousands) ASSETS Properties, net $ 126,287 $ 1,473,606 $ 1,489,271 $ (58 ) $ 3,089,106 Investment in affiliates 2,650,078 — — (2,650,078 ) — Other assets 112,725 98,784 178,325 (84,029 ) 305,805 TOTAL ASSETS $ 2,889,090 $ 1,572,390 $ 1,667,596 $ (2,734,165 ) $ 3,394,911 LIABILITIES Total notes payable $ 1,033,574 $ 24,983 $ 313,629 $ (82,894 ) $ 1,289,292 Other liabilities 6,148 62,591 188,705 (1,193 ) 256,251 TOTAL LIABILITIES 1,039,722 87,574 502,334 (84,087 ) 1,545,543 EQUITY 1,849,368 1,484,816 1,165,262 (2,650,078 ) 1,849,368 TOTAL LIABILITIES AND EQUITY $ 2,889,090 $ 1,572,390 $ 1,667,596 $ (2,734,165 ) $ 3,394,911 Condensed Consolidating Balance Sheet As of December 31, 2015 Equity One, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated (In thousands) ASSETS Properties, net $ 137,695 $ 1,495,211 $ 1,435,613 $ (83 ) $ 3,068,436 Investment in affiliates 2,899,538 — — (2,899,538 ) — Other assets 229,368 91,902 803,076 (816,879 ) 307,467 TOTAL ASSETS $ 3,266,601 $ 1,587,113 $ 2,238,689 $ (3,716,500 ) $ 3,375,903 LIABILITIES Total notes payable $ 1,683,262 $ 42,903 $ 401,157 $ (760,600 ) $ 1,366,722 Other liabilities 19,333 62,995 213,064 (56,362 ) 239,030 TOTAL LIABILITIES 1,702,595 105,898 614,221 (816,962 ) 1,605,752 EQUITY 1,564,006 1,481,215 1,624,468 (2,899,538 ) 1,770,151 TOTAL LIABILITIES AND EQUITY $ 3,266,601 $ 1,587,113 $ 2,238,689 $ (3,716,500 ) $ 3,375,903 Condensed Consolidating Statement of Comprehensive Income for the three months ended September 30, 2016 Equity One, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated (In thousands) Total revenue $ 6,052 $ 47,909 $ 39,794 $ — $ 93,755 Equity in subsidiaries' earnings 36,018 — — (36,018 ) — Total costs and expenses 11,883 23,683 22,266 (256 ) 57,576 INCOME BEFORE OTHER INCOME AND 30,187 24,226 17,528 (35,762 ) 36,179 Other income and (expense) (17,563 ) (240 ) (4,262 ) (1,193 ) (23,258 ) INCOME BEFORE INCOME TAXES 12,624 23,986 13,266 (36,955 ) 12,921 Income tax provision of taxable REIT — (61 ) (299 ) — (360 ) NET INCOME 12,624 23,925 12,967 (36,955 ) 12,561 Other comprehensive income 1,980 — 63 — 2,043 COMPREHENSIVE INCOME ATTRIBUTABLE TO EQUITY ONE, INC. $ 14,604 $ 23,925 $ 13,030 $ (36,955 ) $ 14,604 Condensed Consolidating Statement of Comprehensive Income for the three months ended September 30, 2015 Equity One, Inc. Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminating Entries Consolidated (In thousands) Total revenue $ 6,002 $ 46,314 $ 38,123 $ — $ 90,439 Equity in subsidiaries' earnings 36,130 — — (36,130 ) — Total costs and expenses 11,537 24,509 23,195 (238 ) 59,003 INCOME BEFORE OTHER INCOME AND 30,595 21,805 14,928 (35,892 ) 31,436 Other income and (expense) (13,860 ) 19 2,401 (1,155 ) (12,595 ) INCOME BEFORE INCOME TAXES 16,735 21,824 17,329 (37,047 ) 18,841 Income tax benefit (provision) of taxable REIT — 815 (197 ) — 618 NET INCOME 16,735 22,639 17,132 (37,047 ) 19,459 Other comprehensive loss (2,570 ) — (226 ) — (2,796 ) COMPREHENSIVE INCOME 14,165 22,639 16,906 (37,047 ) 16,663 Comprehensive income attributable to — — (2,498 ) — (2,498 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO EQUITY ONE, INC. $ 14,165 $ 22,639 $ 14,408 $ (37,047 ) $ 14,165 Condensed Consolidating Statement of Comprehensive Income for the nine months ended September 30, 2016 Equity One, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated (In thousands) Total revenue $ 18,231 $ 143,456 $ 119,076 $ — $ 280,763 Equity in subsidiaries' earnings 116,420 — — (116,420 ) — Total costs and expenses 33,587 76,479 67,182 (744 ) 176,504 INCOME BEFORE OTHER INCOME AND 101,064 66,977 51,894 (115,676 ) 104,259 Other income and (expense) (46,159 ) 2,162 (2,229 ) (1,693 ) (47,919 ) INCOME BEFORE INCOME TAXES 54,905 69,139 49,665 (117,369 ) 56,340 Income tax provision of taxable REIT — (127 ) (1,004 ) — (1,131 ) NET INCOME 54,905 69,012 48,661 (117,369 ) 55,209 Other comprehensive loss (5,450 ) — (304 ) — (5,754 ) COMPREHENSIVE INCOME ATTRIBUTABLE $ 49,455 $ 69,012 $ 48,357 $ (117,369 ) $ 49,455 Condensed Consolidating Statement of Comprehensive Income for the nine months ended September 30, 2015 Equity One, Non- Eliminating Entries Consolidated (In thousands) Total revenue $ 17,413 $ 137,769 $ 114,471 $ — $ 269,653 Equity in subsidiaries' earnings 130,047 — — (130,047 ) — Total costs and expenses 32,679 69,415 64,996 (779 ) 166,311 INCOME BEFORE OTHER INCOME AND 114,781 68,354 49,475 (129,268 ) 103,342 Other income and (expense) (62,928 ) (663 ) 20,965 (1,655 ) (44,281 ) INCOME BEFORE INCOME TAXES 51,853 67,691 70,440 (130,923 ) 59,061 Income tax benefit (provision) of taxable REIT — 1,036 (569 ) — 467 NET INCOME 51,853 68,727 69,871 (130,923 ) 59,528 Other comprehensive loss (4,110 ) — (168 ) — (4,278 ) COMPREHENSIVE INCOME 47,743 68,727 69,703 (130,923 ) 55,250 Comprehensive income attributable to — — (7,507 ) — (7,507 ) COMPREHENSIVE INCOME ATTRIBUTABLE $ 47,743 $ 68,727 $ 62,196 $ (130,923 ) $ 47,743 Condensed Consolidating Statement of Cash Flows for the nine months ended September 30, 2016 Equity One, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidated (In thousands) Net cash (used in) provided by operating activities $ (45,508 ) $ 111,926 $ 91,477 $ 157,895 INVESTING ACTIVITIES: Acquisition of income producing property — — (30,000 ) (30,000 ) Additions to income producing properties (1,070 ) (5,844 ) (4,842 ) (11,756 ) Additions to construction in progress (1,278 ) (27,994 ) (29,573 ) (58,845 ) Deposits for the acquisition of income producing properties (3,250 ) — — (3,250 ) Proceeds from sale of operating properties 7,203 9,288 — 16,491 Increase in deferred leasing costs and lease intangibles (459 ) (3,460 ) (1,267 ) (5,186 ) Investment in joint ventures (339 ) — — (339 ) Distributions from joint ventures — 1,308 1,308 Repayments from subsidiaries, net 83,929 (66,218 ) (17,711 ) — Net cash provided by (used in) investing activities 84,736 (94,228 ) (82,085 ) (91,577 ) FINANCING ACTIVITIES: Repayments of mortgage loans — (17,698 ) (41,658 ) (59,356 ) Purchase of marketable securities for defeasance of mortgage loan — — (66,447 ) (66,447 ) Borrowings under mortgage loans — 100,435 100,435 Net repayments under revolving credit facility (31,000 ) — — (31,000 ) Borrowings under senior notes 200,000 — — 200,000 Repayment of senior notes (230,425 ) — — (230,425 ) Payment of deferred financing costs (5,345 ) — (1,722 ) (7,067 ) Proceeds from issuance of common stock 122,006 — — 122,006 Repurchase of common stock (554 ) — — (554 ) Stock issuance costs (1,905 ) — — (1,905 ) Dividends paid to stockholders (94,562 ) — — (94,562 ) Net cash used in financing activities (41,785 ) (17,698 ) (9,392 ) (68,875 ) Net decrease in cash and cash equivalents (2,557 ) — — (2,557 ) Cash and cash equivalents at beginning of the period 21,353 — — 21,353 Cash and cash equivalents at end of the period $ 18,796 $ — $ — $ 18,796 Condensed Consolidating Statement of Cash Flows for the nine months ended September 30, 2015 Equity One, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidated (In thousands) Net cash (used in) provided by operating activities $ (69,697 ) $ 98,518 $ 101,191 $ 130,012 INVESTING ACTIVITIES: Acquisition of income producing property — (11,800 ) — (11,800 ) Additions to income producing properties (1,753 ) (8,036 ) (5,219 ) (15,008 ) Acquisition of land — (1,350 ) — (1,350 ) Additions to construction in progress (5,696 ) (24,717 ) (17,742 ) (48,155 ) Deposits for the acquisition of income producing properties (2,610 ) — — (2,610 ) Proceeds from sale of operating properties — 4,527 1,282 5,809 Increase in deferred leasing costs and lease intangibles (1,011 ) (2,532 ) (1,457 ) (5,000 ) Investment in joint ventures (284 ) — (23,611 ) (23,895 ) Advances to joint ventures — — (16 ) (16 ) Distributions from joint ventures — — 7,829 7,829 Collection of development costs tax credit — 1,542 — 1,542 Repayments from subsidiaries, net 85,016 (54,413 ) (30,603 ) — Net cash provided by (used in) investing activities 73,662 (96,779 ) (69,537 ) (92,654 ) FINANCING ACTIVITIES: Repayments of mortgage loans — (1,739 ) (22,935 ) (24,674 ) Net borrowings under revolving credit facility 57,000 — — 57,000 Repayment of senior notes (110,122 ) — — (110,122 ) Payment of deferred financing costs (10 ) — — (10 ) Proceeds from issuance of common stock 124,870 — — 124,870 Repurchase of common stock (298 ) — — (298 ) Stock issuance costs (624 ) — — (624 ) Dividends paid to stockholders (84,466 ) — — (84,466 ) Purchase of noncontrolling interests — — (1,216 ) (1,216 ) Distributions to noncontrolling interests — — (7,503 ) (7,503 ) Net cash used in financing activities (13,650 ) (1,739 ) (31,654 ) (47,043 ) Net decrease in cash and cash equivalents (9,685 ) — — (9,685 ) Cash and cash equivalents at beginning of the period 27,469 — — 27,469 Cash and cash equivalents at end of the period $ 17,784 $ — $ — $ 17,784 |