EQUITY ONE, INC. - FORM 10-Q - November 9, 2015

Attached files

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EX-12.1 - EXHIBIT 12.1 - EQUITY ONE, INC.eqy-10qx93015xexhibit121.htm
EX-31.2 - EXHIBIT 31.2 - EQUITY ONE, INC.eqy-10qx93015xexhibit312.htm
EX-31.1 - EXHIBIT 31.1 - EQUITY ONE, INC.eqy-10qx93015xexhibit311.htm
EX-32.1 - EXHIBIT 32.1 - EQUITY ONE, INC.eqy-10qx93015xexhibit321.htm



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015

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 number 001-13499
EQUITY ONE, INC.
________________________________________________________________________________
(Exact name of Registrant as specified in its charter)
Maryland
 
52-1794271
(State or other jurisdiction of
 incorporation or organization)
 
(I.R.S. Employer
Identification No.)
410 Park Avenue, Suite 1220
New York, NY
 
10022
(Address of principal executive offices)
 
(Zip Code)
(212) 796-1760
Registrant’s telephone number, including area code
_______________________________

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. Yes ý No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

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

Large accelerated filer ý Accelerated filer o Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No ý
As of November 4, 2015, the number of outstanding shares of Common Stock, par value $0.01 per share, of the Registrant was 129,492,433.
 



 
EQUITY ONE, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2015
 
 
 
 
 
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
Item 1.
Page
 
 
 
Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2015 and 2014
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 


1

PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements    
EQUITY ONE, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
September 30, 2015 and December 31, 2014
(Unaudited)
(In thousands, except share par value amounts)
 
September 30,
2015
 
December 31,
2014
ASSETS
 
 
 
Properties:
 
 
 
Income producing
$
3,243,876

 
$
3,128,081

Less: accumulated depreciation
(422,996
)
 
(381,533
)
Income producing properties, net
2,820,880

 
2,746,548

Construction in progress and land
155,131

 
161,872

Properties, net
2,976,011

 
2,908,420

Cash and cash equivalents
17,784

 
27,469

Cash held in escrow and restricted cash
250

 
250

Accounts and other receivables, net
12,635

 
11,859

Investments in and advances to unconsolidated joint ventures
71,308

 
89,218

Goodwill
5,838

 
6,038

Other assets
224,902

 
218,971

TOTAL ASSETS
$
3,308,728

 
$
3,262,225

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Liabilities:
 
 
 
Notes payable:
 
 
 
Mortgage notes payable
$
308,419

 
$
311,778

Unsecured senior notes payable
623,631

 
731,136

Term loan
250,000

 
250,000

Unsecured revolving credit facilities
94,000

 
37,000

 
1,276,050

 
1,329,914

Unamortized premium on notes payable, net
1,337

 
3,127

Total notes payable
1,277,387

 
1,333,041

Other liabilities:
 
 
 
Accounts payable and accrued expenses
59,545

 
49,924

Tenant security deposits
8,910

 
8,684

Deferred tax liability
13,104

 
12,567

Other liabilities
169,144

 
167,400

Total liabilities
1,528,090

 
1,571,616

Commitments and contingencies
—

 
—

Stockholders' equity:
 
 
 
Preferred stock, $0.01 par value – 10,000 shares authorized but unissued
—

 
—

Common stock, $0.01 par value – 250,000 shares authorized and 129,031 shares issued and
   outstanding at September 30, 2015; 150,000 shares authorized and 124,281 shares issued and
   outstanding at December 31, 2014
1,290

 
1,243

Additional paid-in capital
1,971,097

 
1,843,348

Distributions in excess of earnings
(392,617
)
 
(360,172
)
Accumulated other comprehensive loss
(5,277
)
 
(999
)
Total stockholders’ equity of Equity One, Inc.
1,574,493

 
1,483,420

Noncontrolling interests
206,145

 
207,189

Total equity
1,780,638

 
1,690,609

TOTAL LIABILITIES AND EQUITY
$
3,308,728

 
$
3,262,225


See accompanying notes to the condensed consolidated financial statements.

2

EQUITY ONE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
For the three and nine months ended September 30, 2015 and 2014
(Unaudited)
(In thousands, except per share data)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
 
REVENUE:
 
 
 
 
 
 
 
 
Minimum rent
$
68,836

 
$
65,459

 
$
203,221

 
$
202,005

 
Expense recoveries
20,204

 
19,112

 
60,520

 
58,503

 
Percentage rent
1,153

 
1,171

 
4,480

 
4,285

 
Management and leasing services
246

 
635

 
1,432

 
1,848

 
Total revenue
90,439

 
86,377

 
269,653

 
266,641

 
COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
Property operating
13,311

 
12,125

 
38,767

 
35,923

 
Real estate taxes
11,100

 
9,995

 
32,207

 
30,596

 
Depreciation and amortization
25,385

 
26,182

 
68,973

 
80,115

 
General and administrative
9,207

 
11,524

 
26,364

 
31,310

 
Total costs and expenses
59,003

 
59,826

 
166,311

 
177,944

 
INCOME BEFORE OTHER INCOME AND EXPENSE, TAX AND
   DISCONTINUED OPERATIONS
31,436

 
26,551

 
103,342

 
88,697

 
OTHER INCOME AND EXPENSE:
 
 
 
 
 
 
 
 
Investment income
34

 
59

 
168

 
258

 
Equity in income of unconsolidated joint ventures
2,435

 
789

 
4,433

 
10,318

 
Other income
192

 
354

 
5,696

 
3,200

 
Interest expense
(12,918
)
 
(15,860
)
 
(40,421
)
 
(48,846
)
 
Amortization of deferred financing fees
(535
)
 
(603
)
 
(1,622
)
 
(1,803
)
 
Gain on sale of operating properties
614

 
9,775

 
3,952

 
10,658

 
(Loss) gain on extinguishment of debt
—

 
—

 
(2,563
)
 
1,074

 
Impairment loss
(2,417
)
 
—

 
(13,924
)
 
(13,892
)
 
INCOME FROM CONTINUING OPERATIONS BEFORE TAX AND
   DISCONTINUED OPERATIONS
18,841

 
21,065

 
59,061

 
49,664

 
Income tax benefit (provision) of taxable REIT subsidiaries
618

 
(168
)
 
467

 
(780
)
 
INCOME FROM CONTINUING OPERATIONS
19,459

 
20,897

 
59,528

 
48,884

 
DISCONTINUED OPERATIONS:
 
 
 
 
 
 
 
 
Operations of income producing properties
—

 
(155
)
 
—

 
(220
)
 
Gain on disposal of income producing properties
—

 
82

 
—

 
3,234

 
Income tax provision of taxable REIT subsidiaries
—

 
(23
)
 
—

 
(23
)
 
(LOSS) INCOME FROM DISCONTINUED OPERATIONS
—

 
(96
)
 
—

 
2,991

 
NET INCOME
19,459

 
20,801

 
59,528

 
51,875

 
Net income attributable to noncontrolling interests - continuing operations
(2,498
)
 
(2,503
)
 
(7,507
)
 
(9,715
)
 
Net loss attributable to noncontrolling interests - discontinued operations
—

 
9

 
—

 
12

 
NET INCOME ATTRIBUTABLE TO EQUITY ONE, INC.
$
16,961

 
$
18,307

 
$
52,021

 
$
42,172

 
 
 
 
 
 
 
 
 
 
EARNINGS PER COMMON SHARE - BASIC:
 
 
 
 
 
 
 
 
Continuing operations
$
0.13

 
$
0.14

 
$
0.41

 
$
0.32

 
Discontinued operations
—

 
—

 
—

 
0.03

 
 
$
0.13

 
$
0.14

 
$
0.41

 
$
0.34

*
Number of Shares Used in Computing Basic Earnings per Share
129,013

 
118,860

 
127,590

 
118,119

 
EARNINGS PER COMMON SHARE - DILUTED:
 
 
 
 
 
 
 
 
Continuing operations
$
0.13

 
$
0.14

 
$
0.40

 
$
0.32

 
Discontinued operations
—

 
—

 
—

 
0.03

 
 
$
0.13

 
$
0.14

 
$
0.40

 
$
0.34

*
Number of Shares Used in Computing Diluted Earnings per Share
129,146

 
119,084

 
127,774

 
118,322

 
CASH DIVIDENDS DECLARED PER COMMON SHARE
$
0.22

 
$
0.22

 
$
0.66

 
$
0.66

 
* Note: EPS does not foot due to the rounding of individual calculations.

See accompanying notes to the condensed consolidated financial statements.

3

EQUITY ONE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
For the three and nine months ended September 30, 2015 and 2014
(Unaudited)
(In thousands)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2015
 
2014
 
2015
 
2014
NET INCOME
$
19,459

 
$
20,801

 
$
59,528

 
$
51,875

OTHER COMPREHENSIVE (LOSS) INCOME:
 
 
 
 
 
 
 
Net amortization of interest rate contracts included in net income
16

 
16

 
48

 
47

Net unrealized (loss) gain on interest rate swaps (1)
(3,673
)
 
964

 
(6,893
)
 
(3,991
)
Net loss on interest rate swaps reclassified from accumulated other comprehensive
   loss into interest expense
861

 
878

 
2,567

 
2,586

Other comprehensive (loss) income
(2,796
)
 
1,858

 
(4,278
)
 
(1,358
)
COMPREHENSIVE INCOME
16,663

 
22,659

 
55,250

 
50,517

Comprehensive income attributable to noncontrolling interests
(2,498
)
 
(2,494
)
 
(7,507
)
 
(9,703
)
COMPREHENSIVE INCOME ATTRIBUTABLE TO EQUITY ONE, INC.
$
14,165

 
$
20,165

 
$
47,743

 
$
40,814

(1) This amount includes our share of our unconsolidated joint ventures' net unrealized losses of $272 and $304 for the three and nine months ended September 30, 2015, respectively, and $37 and $299 for the same periods during 2014, respectively.

See accompanying notes to the condensed consolidated financial statements.

4

EQUITY ONE, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Equity
For the nine months ended September 30, 2015
(Unaudited)
(In thousands)
 
Common Stock
 
Additional Paid-In Capital
 
Distributions in Excess of Earnings
 
Accumulated Other Comprehensive Loss
 
Total Stockholders' Equity of Equity One, Inc.
 
Noncontrolling Interests
 
Total Equity
 
Shares
 
Amount
 
 
 
 
 
 
BALANCE AT DECEMBER 31, 2014
124,281

 
$
1,243

 
$
1,843,348

 
$
(360,172
)
 
$
(999
)
 
$
1,483,420

 
$
207,189

 
$
1,690,609

Issuance of common stock
4,761

 
48

 
124,822

 
—

 
—

 
124,870

 
—

 
124,870

Repurchase of common stock
(11
)
 
(1
)
 
(297
)
 
—

 
—

 
(298
)
 
—

 
(298
)
Stock issuance costs
—

 
—

 
(624
)
 
—

 
—

 
(624
)
 
—

 
(624
)
Share-based compensation expense
—

 
—

 
3,908

 
—

 
—

 
3,908

 
—

 
3,908

Restricted stock reclassified from
   liability to equity
—

 
—

 
108

 
—

 
—

 
108

 
—

 
108

Net income
—

 
—

 
—

 
52,021

 
—

 
52,021

 
7,507

 
59,528

Dividends declared on common stock
—

 
—

 
—

 
(84,466
)
 
—

 
(84,466
)
 
—

 
(84,466
)
Distributions to noncontrolling interests
—

 
—

 
—

 
—

 
—

 
—

 
(7,503
)
 
(7,503
)
Purchase of noncontrolling interests
—

 
—

 
(168
)
 
—

 
—

 
(168
)
 
(1,048
)
 
(1,216
)
Other comprehensive loss
—

 
—

 
—

 
—

 
(4,278
)
 
(4,278
)
 
—

 
(4,278
)
BALANCE AT SEPTEMBER 30, 2015
129,031

 
$
1,290

 
$
1,971,097

 
$
(392,617
)
 
$
(5,277
)
 
$
1,574,493

 
$
206,145

 
$
1,780,638


See accompanying notes to the condensed consolidated financial statements.

5

EQUITY ONE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2015 and 2014
 (Unaudited)
 (In thousands)
 
Nine Months Ended September 30,
 
2015
 
2014
 OPERATING ACTIVITIES:
 
 
 
 Net income
$
59,528

 
$
51,875

 Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 Straight-line rent adjustment
(3,511
)
 
(2,794
)
 Accretion of below-market lease intangibles, net
(9,516
)
 
(15,654
)
 Amortization of below-market ground lease intangibles
450

 
450

 Equity in income of unconsolidated joint ventures
(4,433
)
 
(10,318
)
 Remeasurement gain on equity interests in joint ventures
(5,498
)
 
(2,807
)
 Income tax (benefit) provision of taxable REIT subsidiaries
(467
)
 
803

 Increase (decrease) in allowance for losses on accounts receivable
2,616

 
(531
)
 Amortization of premium on notes payable, net
(964
)
 
(1,887
)
 Amortization of deferred financing fees
1,622

 
1,803

 Depreciation and amortization
70,597

 
81,548

 Share-based compensation expense
3,846

 
5,350

 Amortization of derivatives
48

 
47

 Gain on sale of operating properties
(3,952
)
 
(13,892
)
 Loss (gain) on extinguishment of debt
2,563

 
(1,074
)
 Operating distributions from joint ventures
2,699

 
2,385

 Impairment loss
13,924

 
13,892

 Changes in assets and liabilities, net of effects of acquisitions and disposals:
 
 
 
 Accounts and other receivables
(3,360
)
 
1,170

 Other assets
(6,057
)
 
(5,163
)
 Accounts payable and accrued expenses
10,323

 
10,394

 Tenant security deposits
226

 
(316
)
 Other liabilities
(672
)
 
49

 Net cash provided by operating activities
130,012

 
115,330

 
 
 
 
 INVESTING ACTIVITIES:
 
 
 
Acquisition of income producing properties
(11,800
)
 
(91,147
)
Additions to income producing properties
(15,008
)
 
(14,883
)
Acquisition of land
(1,350
)
 
—

Additions to construction in progress
(48,155
)
 
(53,498
)
Deposits for the acquisition of income producing properties
(2,610
)
 
(225
)
Proceeds from sale of real estate and rental properties
5,809

 
119,043

Decrease in cash held in escrow
—

 
10,662

Increase in deferred leasing costs and lease intangibles
(5,000
)
 
(5,887
)
Investment in joint ventures
(23,895
)
 
(2,129
)
Advances to joint ventures
(16
)
 
(177
)
Distributions from joint ventures
7,829

 
15,537

Repayment of loans receivable
—

 
60,526

Collection of development costs tax credit
1,542

 
—

 Net cash (used in) provided by investing activities
(92,654
)
 
37,822


6

EQUITY ONE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2015 and 2014
(Unaudited)
 (In thousands)
 
Nine Months Ended September 30,
 
2015
 
2014
 FINANCING ACTIVITIES:
 
 
 
 Repayments of mortgage notes payable
$
(24,674
)
 
$
(33,929
)
 Net borrowings (repayments) under revolving credit facilities
57,000

 
(91,000
)
 Repayment of senior notes payable
(110,122
)
 
—

 Payment of deferred financing costs
(10
)
 
—

 Proceeds from issuance of common stock
124,870

 
112,870

 Repurchase of common stock
(298
)
 
(1,076
)
 Stock issuance costs
(624
)
 
(294
)
 Dividends paid to stockholders
(84,466
)
 
(79,355
)
 Purchase of noncontrolling interests
(1,216
)
 
(2,954
)
 Distributions to noncontrolling interests
(7,503
)
 
(9,426
)
 Net cash used in financing activities
(47,043
)
 
(105,164
)
 
 
 
 
 Net (decrease) increase in cash and cash equivalents
(9,685
)
 
47,988

 Cash and cash equivalents at beginning of the period
27,469

 
25,583

 Cash and cash equivalents at end of the period
$
17,784

 
$
73,571

 
 
 
 
 SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:
 
 
 
 Cash paid for interest (net of capitalized interest of $3,702 and $3,624 in 2015 and 2014,
    respectively)
$
44,845

 
$
51,967

 
 
 
 
 We acquired upon acquisition of certain income producing properties and land:
 
 
Income producing properties and land
$
92,078

 
$
113,358

Intangible and other assets
7,471

 
7,257

Intangible and other liabilities
(14,399
)
 
(12,180
)
Net assets acquired
85,150

 
108,435

Assumption of mortgage notes payable
(27,750
)
 
(11,353
)
Transfer of existing equity interests in joint ventures
(44,250
)
 
(5,935
)
Cash paid for income producing properties and land
$
13,150

 
$
91,147


See accompanying notes to the condensed consolidated financial statements.

7

EQUITY ONE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2015
(Unaudited)
1.    Organization and Basis of Presentation
Organization
We are a real estate investment trust, or REIT, that owns, manages, acquires, develops and redevelops shopping centers and retail properties located primarily in supply constrained suburban and urban communities. We were organized as a Maryland corporation in 1992, completed our initial public offering in 1998, and have elected to be taxed as a REIT since 1995.
As of September 30, 2015, our portfolio comprised 124 properties, including 99 retail properties and five non-retail properties totaling approximately 12.5 million square feet of gross leasable area, or GLA, 14 development or redevelopment properties with approximately 2.9 million square feet of GLA, and six land parcels. As of September 30, 2015, our retail occupancy excluding developments and redevelopments was 95.6% and included national, regional and local tenants. Additionally, we had joint venture interests in seven retail properties and two office buildings totaling approximately 1.6 million square feet of GLA.
Basis of Presentation
The condensed consolidated financial statements include the accounts of Equity One, Inc. and its wholly-owned subsidiaries and those other entities in which we have a controlling financial interest, including where we have been determined to be a primary beneficiary of a variable interest entity ("VIE") in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). Equity One, Inc. and its subsidiaries are hereinafter referred to as "the consolidated companies," the "Company," "we," "our," "us" or similar terms. All significant intercompany transactions and balances have been eliminated in consolidation. Certain prior-period data have been reclassified to conform to the current period presentation. Certain operations have been classified as discontinued, and the associated results of operations and financial position are separately reported for all periods presented. Information in these notes to the condensed consolidated financial statements, unless otherwise noted, does not include the accounts of discontinued operations.
The condensed consolidated financial statements included in this report are unaudited. In our opinion, all adjustments considered necessary for a fair presentation have been included, and all such adjustments are of a normal recurring nature. The results of operations for the three and nine month periods ended September 30, 2015 and 2014 are not necessarily indicative of the results that may be expected for a full year.
Our unaudited condensed consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions of Form 10-Q. Accordingly, these unaudited condensed consolidated financial statements do not contain certain information included in our annual financial statements and notes. The condensed consolidated balance sheet as of December 31, 2014 was derived from audited financial statements included in our 2014 Annual Report on Form 10-K but does not include all disclosures required under GAAP. These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (the "SEC") on March 2, 2015.
2.    Summary of Significant Accounting Policies
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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

8

Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements (Accounting Standards Update or "ASU") that could have a material effect on our financial statements:
Standard
 
Description
 
Date of adoption
 
Effect on the financial statements or other significant matters
 
 
 
 
 
 
 
Standards that are not yet adopted
ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements
 
The standard clarifies that debt issuance costs related to line-of-credit arrangements may be deferred and presented as an asset, amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.
 
January 1, 2016
 
We do not expect the adoption and implementation of this standard to have a material impact on our results of operations, financial condition or cash flows.

ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs
 
The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.
 
January 1, 2016
 
We expect that the adoption of the standard will result in the presentation of debt issuance costs associated with our notes payable and term loan, which are currently included in other assets in our condensed consolidated balance sheets, as a direct deduction from the carrying amount of the related debt instrument.
ASU 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis
 
The standard amends the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It may be adopted either retrospectively or on a modified retrospective basis.
 
January 1, 2016
 
We are currently evaluating the alternative methods of adoption and the effect on our financial statements and related disclosures.
ASU 2014-09, Revenue from Contracts with Customers (Topic 606)
 
The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date.
 
January 1, 2018
 
We are currently evaluating the alternative methods of adoption and the effect on our financial statements and related disclosures.
 
 
 
 
 
 
 
Standards that were adopted
ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments
 
The standard simplifies the accounting for adjustments made to provisional amounts recognized in a business combination by eliminating the requirement to retrospectively account for those adjustments. The standard requires any adjustments to provisional amounts to be applied prospectively.
 
July 1, 2015
 
We elected to early adopt the provisions of ASU No. 2015-16. The adoption and implementation of this standard did not have a material impact on our results of operations, financial condition or cash flows.

9

3.    Acquisitions
The following table provides a summary of acquisition activity for the nine months ended September 30, 2015:
Date Purchased
 
Property Name
 
City
 
State
 
Square Feet/Acres
 
Purchase Price
 
Mortgage Assumed
 
 
 
 
 
 
 
 
 
 
(In thousands)
August 27, 2015
 
Bird 107 Plaza (1) (2)
 
Miami
 
FL
 
46,571

 
$
11,800

 
$
—

July 23, 2015
 
El Novillo - land parcel
 
Miami Beach
 
FL
 
0.49

(3) 
600

 
—

June 10, 2015
 
Concord Shopping Plaza (1) (4)
 
Miami
 
FL
 
314,327

 
62,200

 
27,750

June 10, 2015
 
Shoppes of Sunset (1) (4)
 
Miami
 
FL
 
21,784

 
5,550

 
—

June 10, 2015
 
Shoppes of Sunset II (1) (4)
 
Miami
 
FL
 
27,676

 
4,250

 
—

January 9, 2015
 
Pablo Plaza Outparcel
 
Jacksonville
 
FL
 
0.18

(3) 
750

 
—

Total
 
 
 
 
 
 
 
 
 
$
85,150

 
$
27,750

______________________________________________ 
(1) The purchase price has been preliminarily allocated to real estate assets acquired and liabilities assumed, as applicable, in accordance with our accounting policies for business combinations. The purchase price and related accounting will be finalized after our valuation studies are complete.
(2) Acquired through a reverse Section 1031 like-kind exchange agreement with a third party intermediary. See Note 6 for further discussion.
(3) In acres.
(4) Properties were acquired in connection with the redemption of our joint venture interest in GRI-EQY I, LLC (the "GRI JV"). See Note 5 for further discussion.
The aggregate purchase price of the above property acquisitions has been preliminarily allocated as follows:
 
 
Amount
 
Weighted Average Amortization Period
 
 
(In thousands)
 
(In years)
Land
 
$
44,587

 
N/A
Land improvements
 
2,948

 
9.8
Buildings
 
43,110

 
38.6
Tenant improvements
 
1,433

 
32.2
In-place lease interests
 
5,942

 
17.0
Leasing commissions
 
1,054

 
24.0
Above-market leases
 
388

 
6.3
Lease origination costs
 
87

 
9.7
Below-market leases
 
(14,399
)
 
57.3
 
 
$
85,150

 
 

During the three and nine months ended September 30, 2015, we did not recognize any material measurement period adjustments related to prior or current year acquisitions.
During the three and nine months ended September 30, 2015, we expensed transaction-related costs in connection with completed or pending property acquisitions of approximately $466,000 and $779,000, respectively, and $122,000 and $1.6 million for the same periods in 2014, respectively, which are included in general and administrative costs in the condensed consolidated statements of income.

10

4.    Dispositions
The following table provides a summary of disposition activity during the nine months ended September 30, 2015:
Date Sold
 
Property Name
 
City
 
State
 
Square Feet
 
Gross Sales Price
Income producing property sold
 
 
 
 
 
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
July 23, 2015
 
Webster Plaza
 
Webster
 
MA
 
201,425

 
$
7,975

March 26, 2015
 
Park Promenade
 
Orlando
 
FL
 
128,848

 
4,800

Total
 
 
 
 
 
 
 
 
 
$
12,775

In November 2014, we executed a contract for the sale of Webster Plaza that was subject to a number of significant contingencies, including the requirement that we obtain lender consent to a potential buyer’s assumption of the mortgage loan on the property. During the three months ended March 31, 2015, we concluded that our carrying value of the property was not recoverable based on our projected undiscounted cash flows from the property, which took into consideration the increased probability of sale as a result of our ongoing discussions with the lender, and recognized an impairment loss of $10.4 million. In July 2015, we closed on the sale of the property for a gross sales price of approximately $8.0 million, including the purchaser's assumption of the $6.4 million mortgage encumbering the property.
As part of our strategy to upgrade and diversify our portfolio and recycle our capital, we have sold or are in the process of selling certain non-core properties. Although our pace of disposition activity has slowed in 2015, we will selectively explore future opportunities to sell additional non-core properties located primarily in the southeastern United States and north and central Florida. We may also consider the opportunistic sale of certain core properties which have relatively limited potential for future net operating income growth. While we have not committed to a disposition plan with respect to certain of these assets, we may consider disposing of such properties if pricing is deemed to be favorable. If the market values of these assets are below their carrying values, it is possible that the disposition of these assets could result in impairments or other losses. Depending on the prevailing market conditions and historical carrying values, these impairments and losses could be material.
During the nine months ended September 30, 2014, we sold 16 properties for an aggregate sales price of $123.1 million. The results of operations for two of the properties sold are presented as discontinued operations in the condensed consolidated statement of income for the nine months ended September 30, 2014 as they were previously classified as held for sale and reported as discontinued operations prior to the adoption of ASU No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity."

11

5.    Investments in Joint Ventures
The following is a summary of the composition of investments in and advances to unconsolidated joint ventures in the condensed consolidated balance sheets:
 
 
 
 
 
 
 
 
Investment Balance
Joint Venture (1)
 
Number of Properties
 
Location
 
Ownership
 
September 30,
2015
 
December 31,
2014
Investments in unconsolidated joint ventures:
 
 
 
 
 
(In thousands)
GRI-EQY I, LLC (2)
 
—
 
GA, SC, FL
 
—
 
$
—

 
$
12,629

G&I Investment South Florida Portfolio, LLC (3)
 
2
 
 FL
 
20.0%
 
5,845

 
10,534

Madison 2260 Realty LLC
 
1
 
 NY
 
8.6%
 
526

 
526

Madison 1235 Realty LLC
 
1
 
 NY
 
20.1%
 
820

 
820

Parnassus Heights Medical Center
 
1
 
CA
 
50.0%
 
19,364

 
19,256

Equity One JV Portfolio, LLC (4) 
 
6
 
FL, MA, NJ
 
30.0%
 
43,698

 
44,689

Other Equity Investment (5)
 
 
 
 
 
45.0%
 
284

 
—

Total
 
 
 
 
 
 
 
70,537

 
88,454

Advances to unconsolidated joint ventures
 
 
 
 
 
 
 
771

 
764

Investments in and advances to unconsolidated
    joint ventures
 
 
 
 
 
 
 
$
71,308

 
$
89,218

______________________________________________ 
(1) All unconsolidated joint ventures are accounted for under the equity method except for the Madison 2260 Realty LLC and Madison 1235 Realty LLC joint ventures, which are accounted for under the cost method.
(2) In June 2015, our interest in the GRI JV was redeemed. As of December 31, 2014, the joint venture had 10 properties, our ownership interest was 10.0%, and the investment balance was presented net of deferred gains of $3.3 million associated with the disposition of assets by us to the joint venture.
(3) In October 2015, G&I Investment South Florida Portfolio, LLC closed on the sale of Penn Dutch Plaza. See Note 19 for further discussion.
(4) The investment balance as of September 30, 2015 and December 31, 2014 is presented net of a deferred gain of approximately $376,000 for both periods associated with the disposition of assets by us to the joint venture.
(5) In February 2015, we entered into a joint venture to explore a potential development opportunity in the Northeast. As of September 30, 2015, the carrying amount of our investment reflects our maximum exposure to loss related to our investment in the joint venture.
Equity in income of unconsolidated joint ventures totaled $2.4 million and $4.4 million for the three and nine months ended September 30, 2015, respectively, and totaled $789,000 and $10.3 million, respectively, for the same periods in 2014. Equity in income of unconsolidated joint ventures for the nine months ended September 30, 2014 included our proportionate share of the gain on the sale of Vernola Marketplace, a property held by one of our joint ventures, of $7.4 million, including $1.6 million attributable to a noncontrolling interest. Management fees and leasing fees earned by us associated with these joint ventures, which are included in management and leasing services revenue in the accompanying condensed consolidated statements of income, totaled $246,000 and $1.4 million for the three and nine months ended September 30, 2015, respectively, and $635,000 and $1.8 million for the same periods in 2014, respectively.
In September 2015, our joint venture, G&I Investment South Florida Portfolio, LLC, closed on the sale of Plantation Marketplace, a 227,517 square foot grocery-anchored shopping center located in Plantation, Florida, for a sales price of $32.9 million. In connection with the sale, the joint venture recognized a gain on sale of $7.6 million, of which our proportionate share was $1.5 million, which is included in equity in income of unconsolidated joint ventures in our condensed consolidated statements of income for the three and nine months ended September 30, 2015.
As of September 30, 2015 and December 31, 2014, the aggregate carrying amount of the debt of our unconsolidated joint ventures accounted for under the equity method was $135.1 million and $220.5 million, respectively, of which our aggregate proportionate share was $40.5 million and $49.4 million, respectively. In October 2015, Equity One JV Portfolio, LLC incurred mortgage debt of $25.0 million in connection with the refinancing of an existing mortgage loan of $12.5 million and a new mortgage loan. The two mortgage loans bear interest at a weighted average rate of 3.89% per annum. Our aggregate proportionate share of the debt incurred was $7.5 million.


12

GRI JV
In June 2015, we entered into an agreement with Global Retail Investors, LLC, our joint venture partner, in which the parties agreed to dissolve the joint venture and, as part of the dissolution, distribute certain properties in kind to the existing members of the joint venture. In connection with the transaction, we purchased an additional 11.3% interest in the joint venture for $23.5 million, which increased our membership interest in the joint venture from 10.0% to 21.3%. The joint venture then redeemed our membership interest by distributing three operating properties (Concord Shopping Plaza, Shoppes at Sunset and Shoppes at Sunset II), totaling 363,787 square feet to us, which are included in our retail portfolio as of September 30, 2015. For the nine months ended September 30, 2015, we recognized a gain of $5.5 million, which is included in other income in our condensed consolidated statements of income, from the remeasurement of the fair value of our equity interest in the joint venture using a discounted cash flow analysis immediately prior to the redemption. Additionally, for the nine months ended September 30, 2015, we recognized a gain of $3.3 million from the deferred gains associated with the past disposition of assets by us to the joint venture which is included in gain on sale of operating properties in our condensed consolidated statements of income.
6.    Variable Interest Entity

In conjunction with the acquisition of Bird 107 Plaza, we entered into a reverse Section 1031 like-kind exchange agreement with a third party intermediary, which, for a maximum of 180 days, allows us to defer for tax purposes, gains on the sale of other properties identified and sold within this period. Until the earlier of the termination of the exchange agreement or 180 days after the acquisition date, the third party intermediary is the legal owner of the entity that owns this property. The agreement that governs the operation of this entity provides us with the power to direct the activities that most significantly impact the entity's economic performance. This entity was deemed a VIE primarily because it may not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties. We determined that we are the primary beneficiary of the VIE as a result of having the power to direct the activities that most significantly impact its economic performance and the obligation to absorb losses, as well as the right to receive benefits, that could be potentially significant to the VIE. Accordingly, we consolidated the property and its operations as of the acquisition date.
The majority of the operations of the VIE were funded with cash flows generated from the property. We did not provide financial support to the VIE which we were not previously contractually required to provide; our contractual commitments consisted primarily of funding any capital expenditures, including tenant improvements, which were deemed necessary to continue to operate the entity and any operating cash shortfalls that the entity may have experienced.
7.    Other Assets
The following is a summary of the composition of the other assets in the condensed consolidated balance sheets:
 
 
September 30,
2015
 
December 31,
2014
 
 
(In thousands)
Lease intangible assets, net
 
$
102,289

 
$
106,064

Leasing commissions, net
 
40,627

 
39,141

Prepaid expenses and other receivables
 
28,076

 
26,880

Straight-line rent receivables, net
 
27,840

 
24,412

Deposits and mortgage escrows
 
11,476

 
6,356

Deferred financing costs, net
 
7,649

 
9,322

Furniture, fixtures and equipment, net
 
3,603

 
3,809

Fair value of interest rate swap
 
—

 
681

Deferred tax asset
 
3,342

 
2,306

Total other assets
 
$
224,902

 
$
218,971

8.    Borrowings
Mortgage Notes Payable
As of September 30, 2015, the weighted average interest rate of our mortgage notes payable was 5.63%.

13

In March 2015, we prepaid, without penalty, a mortgage loan which had a balance of $19.6 million and bore interest at a rate of 5.32% per annum. In October 2015, we prepaid, without penalty, a mortgage loan which had a balance of $24.7 million and bore interest at a rate of 5.85% per annum.
In connection with the redemption of our interest in the GRI JV in June 2015, we assumed a mortgage loan for Concord Shopping Plaza with a principal balance of $27.8 million. The loan bears interest at one-month LIBOR plus 1.35% per annum and has a stated maturity date of June 28, 2018.
Unsecured Senior Notes
As of September 30, 2015, the weighted average interest rate of our unsecured senior notes was 4.96%.
In April 2015, we redeemed our 5.375% unsecured senior notes, which had a principal balance of $107.5 million and were scheduled to mature in October 2015, at a redemption price equal to the principal amount of the notes, accrued and unpaid interest, and a required make-whole premium of $2.6 million. In connection with the redemption, we recognized a loss on the early extinguishment of debt of $2.7 million, which was comprised of the aforementioned make-whole premium and deferred fees and costs associated with the notes.
Unsecured Revolving Credit Facility
Our primary credit facility is with a syndicate of banks and provides $600.0 million of unsecured revolving credit and can be increased through an accordion feature up to an aggregate of $900.0 million, subject to bank participation. The facility bears interest at applicable LIBOR plus a margin of 0.875% to 1.550% and includes a facility fee applicable to the aggregate lending commitments thereunder which varies from 0.125% to 0.300% per annum, both depending on the credit ratings of our unsecured senior notes. As of September 30, 2015, the facility fee was 0.20% per annum. As of September 30, 2015, we had drawn $94.0 million against the facility, which bore interest at a weighted average rate of 1.20% per annum. As of December 31, 2014, we had drawn $37.0 million against the facility, which bore interest at a weighted average rate of 1.22% per annum. The facility expires on December 31, 2018, with two six-month extensions at our option, subject to certain conditions. As of September 30, 2015, giving effect to the financial covenants applicable to the credit facility, the maximum available to us thereunder was approximately $600.0 million, excluding outstanding letters of credit with an aggregate face amount of $2.1 million and outstanding borrowings of $94.0 million.
Term Loan and Interest Rate Swaps
At times, we use derivative instruments, including interest rate swaps, to manage our exposure to variable interest rate risk. In this regard, we enter into derivative instruments that qualify as cash flow hedges and do not enter into such instruments for speculative purposes. As of September 30, 2015 and December 31, 2014, we had three interest rate swaps which collectively convert the LIBOR rate applicable to our $250.0 million term loan to a fixed interest rate, providing an effective fixed interest rate under the loan agreement of 2.62% per annum. The swaps are designated and qualified as cash flow hedges and have been recorded at fair value. The swap agreements mature on February 13, 2019, which is the maturity date of the term loan. As of September 30, 2015, the fair value of our interest rate swaps was a liability of $4.4 million, which is included in accounts payable and accrued expenses in our condensed consolidated balance sheets. As of December 31, 2014, the fair value of one of our interest rate swaps consisted of an asset of $681,000, which is included in other assets in our condensed consolidated balance sheets, while the fair value of the two remaining interest rate swaps consisted of a liability of $952,000, which is included in accounts payable and accrued expenses in our condensed consolidated balance sheets. The effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into interest expense as interest is incurred on the related variable rate debt. Within the next 12 months, we expect to reclassify $2.7 million as an increase to interest expense.

14


9.    Other Liabilities
The following is a summary of the composition of other liabilities in the condensed consolidated balance sheets:
 
September 30,
2015
 
December 31,
2014
 
(In thousands)
Lease intangible liabilities, net
$
159,786

 
$
157,486

Prepaid rent
8,771

 
9,607

Other
587

 
307

Total other liabilities
$
169,144

 
$
167,400


10.    Income Taxes
We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with our taxable year ended December 31, 1995. It is our intention to adhere to the organizational and operational requirements to maintain our REIT status. As a REIT, we generally will not be subject to corporate level federal income tax, provided that distributions to our stockholders equal at least the amount of our REIT taxable income as defined under the Code. We are required to pay U.S. federal and state income taxes on our net taxable income, if any, from the activities conducted by our taxable REIT subsidiaries ("TRSs"), which include IRT Capital Corporation II ("IRT"), DIM Vastgoed N.V. ("DIM") and C&C Delaware, Inc. During August 2015, Southeast US Holdings, B.V. merged into DIM. Accordingly, the only provision for federal income taxes in our condensed consolidated financial statements relates to our consolidated TRSs.
Although DIM is organized under the laws of the Netherlands, it pays U.S. corporate income tax based on its operations in the United States. Pursuant to the tax treaty between the U.S. and the Netherlands, DIM is entitled to the avoidance of double taxation on its U.S. income. Thus, it pays virtually no taxes in the Netherlands. As of September 30, 2015, DIM had federal and state net operating loss carry forwards of $5.2 million and $2.4 million, respectively, which begin to expire in 2027. As of September 30, 2015, IRT had federal and state net operating loss carry forwards of $2.1 million and $1.6 million, respectively, which begin to expire in 2030.
We believe that we have appropriate support for the tax positions taken on our tax returns and that our accruals for the tax liabilities are adequate for all years still subject to tax audit, which include all years after 2011.
11.    Noncontrolling Interests
The following is a summary of the noncontrolling interests in consolidated entities included in the condensed consolidated balance sheets:
 
September 30,
2015
 
December 31,
2014
 
(In thousands)
C&C (US) No. 1, Inc.
$
206,145

 
$
206,145

DIM (1)
—

 
1,044

Total noncontrolling interests included in total equity
$
206,145

 
$
207,189

______________________________________________ 
(1) As of December 31, 2014, our ownership interest in DIM was 98.0%. In February 2015, we entered into a settlement agreement to acquire the remaining 2.0% interests held by minority shareholders, which was completed in April 2015 after the Dutch court's approval of the agreement.
Noncontrolling interests represent the portion of equity that we do not own in certain entities that we consolidate. We account for and report our noncontrolling interests in accordance with the provisions under the Consolidation Topic of the FASB ASC.

15

12.    Stockholders' Equity and Earnings Per Share
In March 2015, we completed an underwritten public offering and concurrent private placement totaling 4.5 million shares of our common stock at a price to the public and in the private placement of $27.05 per share. In the concurrent private placement, 600,000 shares were purchased by Gazit First Generation LLC, an affiliate of our largest stockholder, Gazit-Globe, Ltd., which may be deemed to be controlled by Chaim Katzman, the Chairman of our Board of Directors. The underwriters held an option to purchase up to 585,000 shares of our common stock, which ultimately went unexercised. The offerings generated net proceeds to us of approximately $121.3 million before expenses. The stock issuance costs and underwriting discounts were approximately $589,000. We used the net proceeds to fund the redemption of our 5.375% unsecured senior notes due October 2015 and for general corporate purposes, including the repayment of other secured and unsecured debt.

The following summarizes the calculation of basic and diluted EPS and provides a reconciliation of the amounts of net income available to common stockholders and shares of common stock used in calculating basic and diluted EPS:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands, except per share amounts)
Income from continuing operations
$
19,459

 
$
20,897

 
$
59,528

 
$
48,884

 
Net income attributable to noncontrolling interests - continuing operations
(2,498
)
 
(2,503
)
 
(7,507
)
 
(9,715
)
 
Income from continuing operations attributable to Equity One, Inc.
16,961

 
18,394

 
52,021

 
39,169

 
Allocation of continuing income to participating securities
(103
)
 
(1,265
)
 
(325
)
 
(1,703
)
 
Income from continuing operations available to common stockholders
16,858

 
17,129

 
51,696

 
37,466

 
 
 
 
 
 
 
 
 
 
Income from discontinued operations
—

 
(96
)
 
—

 
2,991

 
Net loss attributable to noncontrolling interests - discontinued operations
—

 
9

 
—

 
12

 
Income from discontinued operations available to common stockholders
—

 
(87
)
 
—

 
3,003

 
Net income available to common stockholders
$
16,858

 
$
17,042

 
$
51,696

 
$
40,469

 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding — Basic
129,013

 
118,860

 
127,590

 
118,119

 
Stock options using the treasury method
87

 
178

 
117

 
162

 
Non-participating restricted stock using the treasury method
9

 
46

 
7

 
24

 
Executive incentive plan shares using the treasury method
37

 
—

 
60

 
17

 
Weighted average shares outstanding — Diluted
129,146

 
119,084

 
127,774

 
118,322

 
 
 
 
 
 
 
 
 
 
Basic earnings per share available to common stockholders:
 
 
 
 
 
 
 
 
Continuing operations
$
0.13

 
$
0.14

 
$
0.41

 
$
0.32

 
Discontinued operations
—

 
—

 
—

 
0.03

 
Earnings per common share — Basic
$
0.13

 
$
0.14

 
$
0.41

 
$
0.34

*
 
 
 
 
 
 
 
 
 
Diluted earnings per share available to common stockholders:
 
 
 
 
 
 
 
 
Continuing operations
$
0.13

 
$
0.14

 
$
0.40

 
$
0.32

 
Discontinued operations
—

 
—

 
—

 
0.03

 
Earnings per common share — Diluted
$
0.13

 
$
0.14

 
$
0.40

 
$
0.34

*
* Note: EPS does not foot due to the rounding of the individual calculations.
No shares of common stock issuable upon the exercise of outstanding options were excluded from the computation of diluted EPS for the three and nine months ended September 30, 2015 as the prices applicable to all options then outstanding were less than the average market price of our common shares during the period. The computation of diluted EPS for three and nine months ended September 30, 2014 did not include 1.3 million and 1.5 million shares of common stock, respectively, issuable upon the exercise of outstanding options, at prices ranging from $23.52 to $26.66 and $23.04 to $26.66, respectively, because the option prices were greater than the average market price of our common shares during these respective periods and their inclusion would be anti-dilutive.

16

The computation of diluted EPS for both the three and nine months ended September 30, 2015 and 2014 did not include 11.4 million joint venture units held by Liberty International Holdings Limited ("LIH"), which are redeemable by LIH for cash or, solely at our option, shares of our common stock on a one-for-one basis, subject to certain adjustments. These convertible units were not included in the diluted weighted average share count because their inclusion is anti-dilutive.
13.    Share-Based Payments
The following table presents stock option activity during the nine months ended September 30, 2015:
 
Shares Under Option
 
Weighted Average Exercise Price
 
Weighted Average Remaining Contractual Term
 
Aggregate Intrinsic Value
 
(In thousands)
 
 
 
(In years)
 
(In thousands)
Outstanding at January 1, 2015
1,208

 
$
22.37

 
 
 
 
Exercised
(349
)
 
$
24.40

 
 
 
 
Outstanding at September 30, 2015
859

 
$
21.54

 
4.1
 
$
2,405

Exercisable at September 30, 2015
709

 
$
21.26

 
3.1
 
$
2,184

The total cash received from options exercised during the nine months ended September 30, 2015 was $3.0 million. The total intrinsic value of options exercised during the nine months ended September 30, 2015 was $883,000.
The following table presents information regarding restricted stock activity during the nine months ended September 30, 2015:
 
Unvested Shares
 
Weighted Average Grant-Date Fair Value
 
(In thousands)
 
 
Unvested at January 1, 2015
180

 
$
22.91

Granted
392

 
$
25.84

Vested
(109
)
 
$
24.26

Forfeited
(1
)
 
$
22.57

Unvested at September 30, 2015
462


$
25.07

During the nine months ended September 30, 2015, we granted approximately 392,000 shares of restricted stock that are subject to forfeiture and vest over periods from 2 to 4 years. We measure compensation expense for restricted stock awards based on the fair value of our common stock at the date of grant and charge such amounts to expense ratably over the vesting period on a straight-line basis. The total grant-date value of the approximately 109,000 shares of restricted stock that vested during the nine months ended September 30, 2015 was approximately $2.6 million.

17

Share-based compensation expense, which is included in general and administrative expenses in the accompanying condensed consolidated statements of income, is summarized as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Restricted stock expense
$
1,205

 
$
3,260

 
$
3,621

 
$
5,036

Stock option expense
78

 
124

 
259

 
525

Employee stock purchase plan discount
12

 
8

 
28

 
25

Total equity-based expense
1,295

 
3,392

 
3,908

 
5,586

Restricted stock classified as a liability
112

 
79

 
286

 
210

Total expense
1,407

 
3,471

 
4,194

 
5,796

Less amount capitalized
(116
)
 
(101
)
 
(348
)
 
(446
)
Net share-based compensation expense
$
1,291

 
$
3,370

 
$
3,846

 
$
5,350

As of September 30, 2015, we had $11.6 million of total unrecognized compensation expense related to unvested and restricted share-based payment arrangements (unvested options and restricted shares) granted under our Amended and Restated Equity One 2000 Executive Incentive Compensation Plan. This expense is expected to be recognized over a weighted average period of 2.5 years.
Employment Related Agreement
Matthew Ostrower
On January 26, 2015, we entered into a four-year employment agreement with Matthew Ostrower to serve as our Chief Financial Officer. Mr. Ostrower’s employment agreement provides for an annual base salary of $500,000 and other benefits generally made available to our senior executive officers. In addition, Mr. Ostrower is eligible for an annual target performance bonus of $400,000. Bonuses will be payable 50% in cash and 50% in shares of our restricted stock which will vest ratably over three years. Mr. Ostrower was reimbursed approximately $30,000 for expenses incurred in relocating to New York in connection with his employment.
Upon the commencement of his employment on March 3, 2015, Mr. Ostrower received 22,189 shares of restricted stock that will vest ratably on the first, second, third, and fourth anniversaries of the grant date and a long-term incentive plan award ("LTIP"), under which Mr. Ostrower’s target award is 44,379 shares of our common stock. The number of shares of stock that will ultimately be issued under the LTIP is based on our performance during the four-year period beginning on the date of Mr. Ostrower’s employment. The performance metrics (and their weightings) are absolute total shareholder return ("Absolute TSR") (25%), total shareholder return relative to peer companies ("Relative TSR") (25%) and growth in recurring funds from operations per share ("Recurring FFO Growth") (25%). The remaining 25% of Mr. Ostrower’s award is discretionary. For each of these four components, Mr. Ostrower can earn 50%, 100% or 200% of the portion of the 44,379 target shares allocated to such component based on the actual performance compared to specified targets. Shares earned pursuant to the LTIP will be issued following the completion of the four-year performance period, subject to Mr. Ostrower’s continued employment through the end of such period, and will not participate in dividends during the performance period.
The Absolute TSR and Relative TSR components of Mr. Ostrower's LTIP are considered market-based awards. Accordingly, the probability of meeting the market criteria was considered when calculating the estimated fair value of the awards on the date of grant using Monte Carlo simulations. Furthermore, compensation expense associated with these awards will be recognized over the requisite service period as long as the requisite service is provided, regardless of whether the market criteria are achieved and the awards are ultimately earned. The significant assumptions used to value these awards include the volatility of our common stock (21.9%), the volatility of the common stock of various peer companies (which ranged from 14.3% to 23.7%), and the risk-free interest rate (1.4%). The aggregate estimated fair value of these components of Mr. Ostrower's LTIP was $486,000, which will be recognized over the four-year performance period.
The Recurring FFO Growth component of Mr. Ostrower's LTIP is considered a performance-based award which is earned subject to future performance measurement. The award was valued at $23.47 per share based on the fair value of our common stock at the date of grant less the present value of the dividends expected to be paid on our common stock during the requisite service period. Compensation expense for this component will be recognized over the requisite service period based on management’s

18

periodic estimate of the likelihood that the performance criteria will be met. No compensation expense will be recognized for the discretionary portion of Mr. Ostrower's LTIP prior to the completion of the performance period.
14.    Commitments and Contingencies
As of September 30, 2015, we had provided letters of credit having an aggregate face amount of $2.1 million as additional security for financial and other obligations.
As of September 30, 2015, we have invested an aggregate of approximately $94.2 million in active development or redevelopment projects at various stages of completion and anticipate that these projects will require an additional $154.8 million to complete, based on our current plans and estimates, which we anticipate will be primarily expended over the next three years. We have other significant projects for which we expect to expend an additional $24.2 million in the next one to two years based on our current plans and estimates. These capital expenditures are generally due as the work is performed and are expected to be financed by funds available under our credit facility, proceeds from property dispositions and available cash.
We are subject to litigation in the normal course of business; however, we do not believe that any of the litigation outstanding as of September 30, 2015 will have a material adverse effect on our financial condition, results of operations or cash flows.
15.    Environmental Matters
We are subject to numerous environmental laws and regulations. The operation of dry cleaning and gas station facilities at our shopping centers are the principal environmental concerns. We require that the tenants who operate these facilities do so in material compliance with current laws and regulations and we have established procedures to monitor dry cleaning operations. Where available, we have applied and been accepted into state sponsored environmental programs. Several properties in the portfolio will require or are currently undergoing varying levels of environmental remediation. We have environmental insurance policies covering most of our properties which limits our exposure to some of these conditions, although these policies are subject to limitations and environmental conditions known at the time of acquisition are typically excluded from coverage. Management believes that the ultimate disposition of currently known environmental matters will not have a material adverse effect on our financial condition, results of operations or cash flows.
16.    Fair Value Measurements
Recurring Fair Value Measurements
As of September 30, 2015 and December 31, 2014, we had three interest rate swap agreements with a notional amount of $250.0 million that are measured at fair value on a recurring basis. As of September 30, 2015, the fair value of our interest rate swaps was a liability of $4.4 million, which is included in accounts payable and accrued expenses in our condensed consolidated balance sheets. As of December 31, 2014, the fair value of one of our interest rate swaps consisted of an asset of $681,000, which is included in other assets in our condensed consolidated balance sheets, while the fair value of the two remaining interest rate swaps consisted of a liability of $952,000, which is included in accounts payable and accrued expenses in our condensed consolidated balance sheets. The net unrealized losses on our interest rate swaps was $2.6 million and $4.1 million for the three and nine months ended September 30, 2015, respectively, and is included in accumulated other comprehensive loss. The fair values of the interest rate swaps are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and observable inputs. The interest rate swaps are classified within Level 2 of the valuation hierarchy.

19

The following are assets and liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014:
 
Fair Value Measurements
 
Total
 
Level 1
 
Level 2
 
Level 3
September 30, 2015
(In thousands)
Interest rate derivatives:
 
 
 
 
 
 
 
Classified as a liability in accounts payable
   and accrued expenses
$
4,428

 
$
—

 
$
4,428

 
$
—

 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
Interest rate derivatives:
 
 
 
 
 
 
 
Classified as an asset in other assets
$
681

 
$
—

 
$
681

 
$
—

Classified as a liability in accounts payable
   and accrued expenses

$
952

 
$
—

 
$
952

 
$
—


20

Valuation Methods
The fair values of our interest rate swaps were determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of the derivative financial instrument. This analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy under authoritative accounting guidance, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of September 30, 2015, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments. As a result, it was determined that the derivative financial instruments in their entirety should be classified in Level 2 of the fair value hierarchy. The net unrealized loss included in other comprehensive loss was attributable to the net change in unrealized gains or losses related to the interest rate swaps that remained outstanding as of September 30, 2015, none of which were reported in the condensed consolidated statements of income because they were documented and qualified as hedging instruments.
Non-Recurring Fair Value Measurements
The following table presents our hierarchy for those assets measured and recorded at fair value on a non-recurring basis as of September 30, 2015:
Assets:
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total Losses(1)
 
 
(In thousands)
Land held and used
 
$
6,200

 
$
—

 
$
—

 
$
6,200

(2) 
$
2,417

Total
 
$
6,200

 
$
—

 
$
—

 
$
6,200

 
$
2,417

____________________________________________ 
(1) Total losses exclude impairments of $11.3 million recognized related to properties sold during the nine months ended September 30, 2015, primarily based on sales contracts and a goodwill impairment loss of $200,000 related to an operating property.
(2) Management reconsidered its plans related to this land parcel and increased the likelihood that the holding period may be shorter than previously estimated due to updated disposition plans.
The following table presents our hierarchy for those assets measured and recorded at fair value on a non-recurring basis as of December 31, 2014:
Assets:
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total Losses(1)
 
 
(In thousands)
Operating properties held and used
 
$
22,700

 
$
—

 
$
—

 
$
22,700

(2) 
$
15,111

Land held and used
 
7,370

 
—

 
—

 
7,370

 
2,230

Total
 
$
30,070

 
$
—

 
$
—

 
$
30,070

 
$
17,341

____________________________________________ 
(1) Total losses exclude impairments of $4.5 million recognized related to properties sold during the year ended December 31, 2014, primarily based on sales contracts.
(2) $11.9 million of the total represents the fair value of operating properties as of the date they were impaired during the second quarter of 2014. As of December 31, 2014, the carrying amounts of the properties no longer equaled their fair values.
On a non-recurring basis, we evaluate the carrying value of investment property and investments in and advances to unconsolidated joint ventures when events or changes in circumstances indicate that the carrying value may not be recoverable. Impairments, if any, typically result from values established by Level 3 valuations. The carrying value is considered impaired when the total projected undiscounted cash flows from such asset are separately identifiable and are less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset as determined by purchase price offers or by discounted cash flows using the income or market approach. These cash flows are comprised of unobservable inputs which include contractual rental revenue and forecasted rental revenue and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based upon observable rates that we believe to be within a reasonable range of current market rates for the respective properties. Based on these inputs, we determined that the valuations of these investment properties and investments in unconsolidated joint ventures are classified within Level 3 of the fair value hierarchy.

21

The following are ranges of key inputs used in determining the fair value of income producing properties measured using Level 3 inputs:
 
December 31, 2014
 
Low
 
High
Overall capitalization rates
8.0%
 
15.0%
Discount rates
9.5%
 
14.5%
Terminal capitalization rates
8.5%
 
13.5%
17.    Fair Value of Financial Instruments
The estimated fair values of financial instruments have been determined by us using available market information and appropriate valuation methods. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that we could realize in a current market exchange. The use of different market assumptions and/or estimation methods may have a material effect on the estimated fair value amounts. We have used the following market assumptions and/or estimation methods:
Cash and Cash Equivalents, Accounts and Other Receivables, Accounts Payable and Accrued Expenses and Unsecured Revolving Credit Facilities (classified within Levels 1, 2 and 3 of the valuation hierarchy) – The carrying amounts reported in the condensed consolidated balance sheets for these financial instruments approximate fair value because of their short maturities.
Mortgage Notes Payable (classified within Level 2 of the valuation hierarchy) – The fair value estimated as of September 30, 2015 and December 31, 2014 was approximately $326.7 million and $337.4 million, respectively, calculated based on the net present value of payments over the term of the loans using estimated market rates for similar mortgage loans and remaining terms. The carrying amount (principal and unaccreted premium) of these notes was $310.9 million and $316.3 million as of September 30, 2015 and December 31, 2014, respectively.
Unsecured Senior Notes Payable (classified within Level 2 of the valuation hierarchy) – The fair value estimated as of September 30, 2015 and December 31, 2014 was approximately $633.1 million and $772.9 million, respectively, calculated based on the net present value of payments over the terms of the notes using estimated market rates for similar notes and remaining terms. The carrying amount (principal net of unamortized discount) of these notes was $622.5 million and $729.8 million as of September 30, 2015 and December 31, 2014, respectively.
Term Loan (classified within Level 2 of the valuation hierarchy) – The fair value estimated as of September 30, 2015 and December 31, 2014 was approximately $242.8 million and $249.8 million, respectively, calculated based on the net present value of payments over the term of the loan using estimated market rates for similar notes and remaining terms. The carrying amount of this loan was $250.0 million as of both September 30, 2015 and December 31, 2014.
The fair market value calculations of our debt as of September 30, 2015 and December 31, 2014 include assumptions as to the effects that prevailing market conditions would have on existing secured or unsecured debt. The calculations use a market rate spread over the risk-free interest rate. This spread is determined by using the remaining life to maturity coupled with loan-to-value considerations of the respective debt. Once determined, this market rate is used to discount the remaining debt service payments in an attempt to reflect the present value of this stream of cash flows. While the determination of the appropriate market rate is subjective in nature, recent market data gathered suggest that the composite rates used for mortgages, senior notes and term loans are consistent with current market trends.
Interest Rate Swap Agreements (classified within Level 2 of the valuation hierarchy) – As of September 30, 2015, the fair value of our interest rate swaps was a liability of $4.4 million, which is included in accounts payable and accrued expenses in our condensed consolidated balance sheets. As of December 31, 2014, the fair value of one of our interest rate swaps consisted of an asset of $681,000, which is included in other assets in our condensed consolidated balance sheets, while the fair value of the two remaining interest rate swaps consisted of a liability of $952,000, which is included in accounts payable and accrued expenses in our condensed consolidated balance sheets. See Note 16 above for a discussion of the method used to value the interest rate swaps.

22

18.    Condensed Consolidating Financial Information
Many of our subsidiaries that are 100% owned, either directly or indirectly, have guaranteed our indebtedness under our unsecured senior notes and our term loan and revolving credit facilities. The guarantees are joint and several and full and unconditional. The following statements set forth consolidating financial information with respect to guarantors of our unsecured senior notes:
Condensed Consolidating Balance Sheet
As of September 30, 2015
Equity One, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminating Entries
 
Consolidated
 
(In thousands)
ASSETS
 
 
 
 
 
 
 
 
 
Properties, net
$
138,050

 
$
1,505,152

 
$
1,332,892

 
$
(83
)
 
$
2,976,011

Investment in affiliates
2,795,308

 
—

 
—

 
(2,795,308
)
 
—

Other assets
234,859

 
103,050

 
814,702

 
(819,894
)
 
332,717

TOTAL ASSETS
$
3,168,217

 
$
1,608,202


$
2,147,594


$
(3,615,285
)

$
3,308,728

LIABILITIES
 
 
 
 
 
 
 
 
 
Total notes payable
$
1,566,517

 
$
121,013

 
$
350,457

 
$
(760,600
)
 
$
1,277,387

Other liabilities
27,207

 
104,458

 
178,415

 
(59,377
)
 
250,703

TOTAL LIABILITIES
1,593,724

 
225,471


528,872


(819,977
)

1,528,090

EQUITY
1,574,493

 
1,382,731

 
1,618,722

 
(2,795,308
)
 
1,780,638

TOTAL LIABILITIES AND EQUITY
$
3,168,217

 
$
1,608,202

 
$
2,147,594

 
$
(3,615,285
)
 
$
3,308,728

Condensed Consolidating Balance Sheet
As of December 31, 2014
Equity One, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminating Entries
 
Consolidated
 
(In thousands)
ASSETS
 
 
 
 
 
 
 
 
 
Properties, net
$
138,293

 
$
1,503,390

 
$
1,266,820

 
$
(83
)
 
$
2,908,420

Investment in affiliates
2,760,512

 
—

 
—

 
(2,760,512
)
 
—

Other assets
225,509

 
97,820

 
840,654

 
(810,178
)
 
353,805

TOTAL ASSETS
$
3,124,314

 
$
1,601,210

 
$
2,107,474

 
$
(3,570,773
)
 
$
3,262,225

LIABILITIES
 
 
 
 
 
 
 
 
 
Total notes payable
$
1,616,764

 
$
122,580

 
$
354,297

 
$
(760,600
)
 
$
1,333,041

Other liabilities
24,130

 
102,988

 
161,118

 
(49,661
)
 
238,575

TOTAL LIABILITIES
1,640,894

 
225,568

 
515,415

 
(810,261
)
 
1,571,616

EQUITY
1,483,420

 
1,375,642

 
1,592,059

 
(2,760,512
)
 
1,690,609

TOTAL LIABILITIES AND EQUITY
$
3,124,314

 
$
1,601,210


$
2,107,474


$
(3,570,773
)

$
3,262,225



23

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

 
$
48,292

 
$
36,145

 
$
—

 
$
90,439

Equity in subsidiaries' earnings
36,129

 
—

 
—

 
(36,129
)
 
—

Total costs and expenses
11,537

 
25,471

 
22,233

 
(238
)
 
59,003

   INCOME BEFORE OTHER INCOME AND
      EXPENSE AND TAX
30,594

 
22,821

 
13,912

 
(35,891
)
 
31,436

Other income and (expense)
(13,859
)
 
(1,255
)
 
3,674

 
(1,155
)
 
(12,595
)
   INCOME FROM CONTINUING OPERATIONS
      BEFORE TAX
16,735

 
21,566

 
17,586

 
(37,046
)
 
18,841

Income tax benefit (provision) of taxable REIT
   subsidiaries
—

 
815

 
(197
)
 
—

 
618

   NET INCOME
16,735

 
22,381

 
17,389

 
(37,046
)
 
19,459

Other comprehensive loss
(2,570
)
 
—

 
(226
)
 
—

 
(2,796
)
   COMPREHENSIVE INCOME
14,165

 
22,381

 
17,163

 
(37,046
)
 
16,663

Comprehensive income attributable to
   noncontrolling interests
—

 
—

 
(2,498
)
 
—

 
(2,498
)
   COMPREHENSIVE INCOME ATTRIBUTABLE
      TO EQUITY ONE, INC.
$
14,165

 
$
22,381

 
$
14,665

 
$
(37,046
)
 
$
14,165


Condensed Consolidating Statement of Comprehensive Income
for the three months ended September 30, 2014
Equity One, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminating Entries
 
Consolidated
 
(In thousands)
Total revenue
$
5,631

 
$
45,740

 
$
35,006

 
$
—

 
$
86,377

Equity in subsidiaries' earnings
46,680

 
—

 
—

 
(46,680
)
 
—

Total costs and expenses
15,965

 
24,634

 
19,486

 
(259
)
 
59,826

   INCOME BEFORE OTHER INCOME AND
EXPENSE, TAX AND DISCONTINUED
OPERATIONS
36,346

 
21,106

 
15,520

 
(46,421
)
 
26,551

Other income and (expense)
(18,073
)
 
3,135

 
9,695

 
(243
)
 
(5,486
)
   INCOME FROM CONTINUING
      OPERATIONS BEFORE TAX AND
      DISCONTINUED OPERATIONS
18,273

 
24,241

 
25,215

 
(46,664
)
 
21,065

Income tax provision of taxable REIT
subsidiaries
—

 
(70
)
 
(98
)
 
—

 
(168
)
    INCOME FROM CONTINUING
      OPERATIONS
18,273

 
24,171

 
25,117

 
(46,664
)
 
20,897

Income (loss) from discontinued operations
35

 
(15
)
 
(117
)
 
1

 
(96
)
   NET INCOME
18,308

 
24,156

 
25,000

 
(46,663
)
 
20,801

Other comprehensive income
1,857

 
—

 
1

 
—

 
1,858

   COMPREHENSIVE INCOME
20,165

 
24,156

 
25,001

 
(46,663
)
 
22,659

Comprehensive income attributable to
noncontrolling interests
—

 
—

 
(2,494
)
 
—

 
(2,494
)
   COMPREHENSIVE INCOME
      ATTRIBUTABLE TO EQUITY ONE, INC.
$
20,165

 
$
24,156

 
$
22,507

 
$
(46,663
)
 
$
20,165



24

Condensed Consolidating Statement of Comprehensive Income
for the nine months ended September 30, 2015
Equity One,
Inc.
 

Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Eliminating Entries
 
Consolidated
 
(In thousands)
Total revenue
$
17,414

 
$
144,405

 
$
107,834

 
$
—

 
$
269,653

Equity in subsidiaries' earnings
130,049

 
—

 
—

 
(130,049
)
 
—

Total costs and expenses
32,680

 
72,889

 
61,521

 
(779
)
 
166,311

   INCOME BEFORE OTHER INCOME AND
EXPENSE AND TAX
114,783

 
71,516

 
46,313

 
(129,270
)
 
103,342

Other income and (expense)
(62,930
)
 
(4,436
)
 
24,740

 
(1,655
)
 
(44,281
)
   INCOME FROM CONTINUING OPERATIONS
BEFORE TAX
51,853

 
67,080

 
71,053

 
(130,925
)
 
59,061

Income tax benefit (provision) of taxable REIT
subsidiaries
—

 
1,036

 
(569
)
 
—

 
467

   NET INCOME
51,853

 
68,116

 
70,484

 
(130,925
)
 
59,528

Other comprehensive loss
(4,110
)
 
—

 
(168
)
 
—

 
(4,278
)
   COMPREHENSIVE INCOME
47,743

 
68,116

 
70,316

 
(130,925
)
 
55,250

Comprehensive income attributable to
noncontrolling interests
—

 
—

 
(7,507
)
 
—

 
(7,507
)
   COMPREHENSIVE INCOME ATTRIBUTABLE
      TO EQUITY ONE, INC.
$
47,743

 
$
68,116

 
$
62,809

 
$
(130,925
)
 
$
47,743


Condensed Consolidating Statement of Comprehensive Income
for the nine months ended September 30, 2014
Equity One,
Inc.
 

Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Eliminating Entries
 
Consolidated
 
(In thousands)
Total revenue
$
18,348

 
$
143,903

 
$
104,390

 
$
—

 
$
266,641

Equity in subsidiaries' earnings
124,939

 
—

 
—

 
(124,939
)
 
—

Total costs and expenses
39,410

 
76,135

 
63,145

 
(746
)
 
177,944

   INCOME BEFORE OTHER INCOME AND
      EXPENSE, TAX AND DISCONTINUED
      OPERATIONS
103,877

 
67,768

 
41,245

 
(124,193
)
 
88,697

Other income and (expense)
(61,939
)
 
(3,450
)
 
27,084

 
(728
)
 
(39,033
)
   INCOME FROM CONTINUING
      OPERATIONS BEFORE TAX AND
      DISCONTINUED OPERATIONS
41,938

 
64,318

 
68,329

 
(124,921
)
 
49,664

Income tax provision of taxable REIT
subsidiaries
—

 
(63
)
 
(717
)
 
—

 
(780
)
   INCOME FROM CONTINUING OPERATIONS
41,938

 
64,255

 
67,612

 
(124,921
)
 
48,884

Income (loss) from discontinued operations
42

 
3,042

 
(100
)
 
7

 
2,991

   NET INCOME
41,980

 
67,297

 
67,512

 
(124,914
)
 
51,875

Other comprehensive loss
(1,166
)
 
—

 
(192
)
 
—

 
(1,358
)
   COMPREHENSIVE INCOME
40,814

 
67,297

 
67,320

 
(124,914
)
 
50,517

Comprehensive income attributable to
noncontrolling interests
—

 
—

 
(9,703
)
 
—

 
(9,703
)
   COMPREHENSIVE INCOME ATTRIBUTABLE
      TO EQUITY ONE, INC.
$
40,814

 
$
67,297

 
$
57,617

 
$
(124,914
)
 
$
40,814





25

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
)
 
$
99,146

 
$
100,563

 
$
130,012

INVESTING ACTIVITIES:
 
 
 
 
 
 
 
Acquisition of income producing properties
—

 
—

 
(11,800
)
 
(11,800
)
Additions to income producing properties
(1,753
)
 
(7,985
)
 
(5,270
)
 
(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 real estate and rental properties
—

 
4,527

 
1,282

 
5,809

Increase in deferred leasing costs and lease intangibles
(1,011
)
 
(2,527
)
 
(1,462
)
 
(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

 
(67,064
)
 
(17,952
)
 
—

Net cash provided by (used in) investing activities
73,662

 
(97,574
)
 
(68,742
)
 
(92,654
)
FINANCING ACTIVITIES:
 
 
 
 
 
 
 
Repayments of mortgage notes payable
—

 
(1,572
)
 
(23,102
)
 
(24,674
)
Net borrowings under revolving credit facilities
57,000

 
—

 
—

 
57,000

Repayment of senior notes payable
(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
)
 
(1,572
)
 
(31,821
)
 
(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



26

Condensed Consolidating Statement of Cash Flows
for the nine months ended September 30, 2014
Equity One, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidated
 
(In thousands)
Net cash (used in) provided by operating activities
$
(76,340
)
 
$
96,730

 
$
94,940

 
$
115,330

INVESTING ACTIVITIES:
 
 
 
 
 
 
 
Acquisition of income producing properties
—

 
(80,350
)
 
(10,797
)
 
(91,147
)
Additions to income producing properties
(1,422
)
 
(7,182
)
 
(6,279
)
 
(14,883
)
Additions to construction in progress
(3,181
)
 
(37,776
)
 
(12,541
)
 
(53,498
)
Deposits for the acquisition of income producing properties
(225
)
 
—

 
—

 
(225
)
Proceeds from sale of real estate and rental properties
35,009

 
56,609

 
27,425

 
119,043

Decrease in cash held in escrow
10,662

 
—

 
—

 
10,662

Increase in deferred leasing costs and lease intangibles
(488
)
 
(2,706
)
 
(2,693
)
 
(5,887
)
Investment in joint ventures
—

 
—

 
(2,129
)
 
(2,129
)
Advances to joint ventures
—

 
—

 
(177
)
 
(177
)
Distributions from joint ventures
—

 
—

 
15,537

 
15,537

Repayment of loans receivable
—

 
—

 
60,526

 
60,526

Repayments from subsidiaries, net
142,828

 
(14,995
)
 
(127,833
)
 
—

Net cash provided by (used in) investing activities
183,183

 
(86,400
)
 
(58,961
)
 
37,822

FINANCING ACTIVITIES:
 
 
 
 
 
 
 
Repayments of mortgage notes payable
—

 
(8,139
)
 
(25,790
)
 
(33,929
)
Net repayments under revolving credit facilities
(91,000
)
 
—

 
—

 
(91,000
)
Proceeds from issuance of common stock
112,870

 
—

 
—

 
112,870

Repurchase of common stock
(1,076
)
 
—

 
—

 
(1,076
)
Stock issuance costs
(294
)
 
—

 
—

 
(294
)
Dividends paid to stockholders
(79,355
)
 
—

 
—

 
(79,355
)
Purchase of noncontrolling interests
—

 
(2,191
)
 
(763
)
 
(2,954
)
Distributions to noncontrolling interests
—

 
—

 
(9,426
)
 
(9,426
)
Net cash used in financing activities
(58,855
)
 
(10,330
)
 
(35,979
)
 
(105,164
)
Net increase in cash and cash equivalents
47,988

 
—

 
—

 
47,988

Cash and cash equivalents at beginning of the period
25,583

 
—

 
—

 
25,583

Cash and cash equivalents at end of the period
$
73,571

 
$
—

 
$
—

 
$
73,571


27


19. Subsequent Events
Pursuant to the Subsequent Events Topic of the FASB ASC, we have evaluated subsequent events and transactions that occurred after our September 30, 2015 unaudited condensed consolidated balance sheet date for potential recognition or disclosure in our condensed consolidated financial statements and have also included such events in the footnotes herein.
In October 2015, we entered into a $50.0 million forward starting interest rate swap to mitigate the risk of interest rate volatility associated with new debt expected to be issued in 2016. The interest rate swap, which locks in the 10-year treasury rate and swap spread at a fixed rate of 2.12%, has been designated and qualified as a cash flow hedge.
In October 2015, we issued a notice of redemption of our 6.00% unsecured senior notes, which have a principal balance of $105.2 million and are scheduled to mature in September 2016, at a redemption price equal to the principal amount of the notes, accrued and unpaid interest, and a required make-whole premium of $4.8 million. In connection with the redemption in November 2015, we anticipate recognizing a loss on the early extinguishment of debt of $4.8 million, which is comprised of the aforementioned make-whole premium and deferred fees and costs associated with the notes.
In October 2015, our joint venture, G&I Investment South Florida Portfolio, LLC, closed on the sale of Penn Dutch Plaza, a 156,000 square foot shopping center located in Margate, Florida, for a sales price of $18.5 million. In connection with the sale, the joint venture recognized a gain on sale of $7.1 million, of which our proportionate share was $1.4 million.
In October 2015, we acquired a property located in Massachusetts for a gross purchase price of $85.0 million.




28

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the condensed consolidated interim financial statements and notes thereto appearing in “Item 1. Financial Statements” of this report and the more detailed information contained in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 2, 2015.
Overview
We are a real estate investment trust, or REIT, that owns, manages, acquires, develops and redevelops shopping centers and retail properties located primarily in supply constrained suburban and urban communities. Our principal business objective is to maximize long-term stockholder value by generating sustainable cash flow growth and increasing the long-term value of our real estate assets. To achieve our objective, we lease and manage our shopping centers primarily with experienced, in-house personnel. We acquire shopping centers that either have leading anchor tenants or contain a mix of tenants that reflect the shopping needs of the communities they serve. We also develop and redevelop shopping centers, leveraging existing tenant relationships and geographic and demographic knowledge, while seeking to minimize risks associated with land development.
As of September 30, 2015, our portfolio comprised 124 properties, including 99 retail properties and five non-retail properties totaling approximately 12.5 million square feet of gross leasable area, or GLA, 14 development or redevelopment properties with approximately 2.9 million square feet of GLA, and six land parcels. As of September 30, 2015, our retail occupancy excluding developments and redevelopments was 95.6% and included national, regional and local tenants. Additionally, we had joint venture interests in seven retail properties and two office buildings totaling approximately 1.6 million square feet of GLA.
We have witnessed increasing interest from prospective small shop tenants during 2015 across the portfolio and are cautiously optimistic that this trend will continue in line with general economic conditions. Many of our shopping centers are anchored by supermarkets or drug stores which are commodity-oriented retailers and are thus less susceptible to economic cycles. As of September 30, 2015, approximately 60% of our shopping centers were supermarket-anchored, which we believe is a competitive advantage because supermarkets draw recurring traffic to shopping centers even during challenging economic conditions. Though our pace of disposition activity has slowed, we continue to reinvest proceeds from dispositions into higher quality assets located in urban markets or markets with significant barriers to entry. We believe the diversification of our portfolio over the past several years has made us less susceptible to economic downturns and positions us to enjoy the benefits of an improving economy.
We intend to seek opportunities to invest in our primary target markets of California, the northeastern United States, Washington D.C., South Florida and Atlanta while selectively disposing of assets which are located outside of our target markets or which have relatively limited prospects for future net operating income growth. We also actively seek opportunities to develop or redevelop centers in high density markets with strong demographic characteristics and established markets with high barriers to entry. As pricing and opportunity permits, we expect to acquire additional assets in our target markets through the use of both joint venture arrangements and our own capital resources, and we expect to finance development and redevelopment activity primarily with our own capital resources or by issuing debt or equity.
While the markets in which we operate have experienced gradual improvement in general economic conditions during 2015, the rate of economic recovery has varied across our operating regions. In addition, factors affecting supply and demand in many of our markets are impacted by store openings and closings of national and franchise operators. Certain retail categories such as electronic goods, office supply stores and book stores continue to face increased threats from e-commerce. We believe that recent growth and diversification of our portfolio into top urban markets combined with the current lack of newly developed shopping centers should help to mitigate the impact of these challenges on our business, and we anticipate that our same-property net operating income excluding redevelopments (as defined in "Results of Operations" below) for 2015 will reflect an increase of 3.5% to 4.0% as compared to 2014.
The execution of our business strategy during the third quarter of 2015 resulted in:
•
the acquisition of one shopping center located in Miami, Florida totaling 46,571 square feet of GLA for a purchase price of $11.8 million;
•
the acquisition of a land parcel at El Novillo in Miami Beach, Florida for $600,000;
•
the sale of one non-core asset located in Webster, Massachusetts for gross proceeds of $8.0 million;
•
the sale of a property held by one of our joint ventures for gross proceeds of $32.9 million, resulting in a gain of $7.6 million, of which our proportionate share was $1.5 million;

29

•
the signing of 48 new leases totaling 263,199 square feet, including, on a same-space(1) basis, 30 new leases totaling 50,464 square feet at an average rental rate of $22.81 per square foot in 2015 (excluding $17.13 per square foot of tenant improvements and concessions) as compared to the prior in-place average rent of $21.46 per square foot, resulting in a 6.3% average rent spread on a cash basis;
•
the renewal and extension of 63 leases totaling 337,041 square feet, including on a same-space basis, 57 leases totaling 310,591 square feet at an average rental rate of $16.62 per square foot in 2015 (excluding $0.09 per square foot of tenant improvements and concessions) as compared to the prior in-place average rent of $14.85 per square foot, resulting in an 11.9% average rent spread on a cash basis;
•
the increase in retail occupancy(2) excluding developments and redevelopments to 95.6% at September 30, 2015 from 94.4% at September 30, 2014 and from 95.5% at June 30, 2015; and
•
the increase in occupancy on a same-property basis(3) to 95.5% at September 30, 2015 from 94.7% at September 30, 2014, and flat compared to 95.5% at June 30, 2015.
Including the above, for the nine months ended September 30, 2015, the execution of our business strategy resulted in:
•
the issuance of 4.5 million shares of our common stock in an underwritten public offering and concurrent private placement that raised net proceeds before expenses of $121.3 million, a portion of which were used in April 2015 to fund the redemption of our $107.5 million 5.375% unsecured senior notes due October 2015;
•
the acquisition of three shopping centers, totaling 363,787 square feet located in Miami, Florida, from the GRI JV upon the redemption of our interest in the joint venture. Prior to the redemption, we made an additional cash investment in the GRI JV of $23.5 million. This transaction resulted in the recognition of a gain of $3.3 million from the deferred gains associated with the past disposition of assets by us to the joint venture and a $5.5 million gain due to the remeasurement of our existing equity investment to fair value. In connection with the transaction, we assumed a mortgage loan for Concord Shopping Plaza with a principal balance of $27.8 million, which bears interest at one-month LIBOR plus 1.35% per annum and has a stated maturity date of June 28, 2018;
•
the redemption of our 5.375% unsecured senior notes, which had a principal balance of $107.5 million and were scheduled to mature in October 2015, resulting in a loss on the early extinguishment of debt of $2.7 million, which was comprised of a make-whole premium and deferred fees and costs associated with the notes;
•
the acquisition of the remaining 2.0% interest in DIM for $1.2 million;
•
the acquisition of a 0.18 acre outparcel adjacent to Pablo Plaza located in Jacksonville, Florida for $750,000;
•
the sale of one non-core asset located in Orlando, Florida for gross proceeds of $4.8 million; and
•
the prepayment, without penalty, of a mortgage loan which had a balance of $19.6 million and bore interest at a rate of 5.32%.
________________________
(1) 
The “same-space” designation is used to compare leasing terms (principally cash leasing spreads) from the prior tenant to the new/current tenant. In some cases, leases and/or premises are excluded from “same-space” because the gross leasable area of the prior premises is combined or divided to form a larger or smaller, non-comparable space. Also excluded from the “same-space” designation are those leases for which a comparable prior rent is not available due to the acquisition or development of a new center.
(2) 
Our retail occupancy excludes non-retail properties and properties held in unconsolidated joint ventures.
(3) 
Information provided on a same-property basis includes the results of properties that we consolidated, owned and operated for the entirety of both periods being compared except for non-retail properties and properties for which significant development or redevelopment occurred during either of the periods being compared.
Results of Operations
We derive substantially all of our revenue from rents received from tenants under existing leases on each of our properties. This revenue includes fixed base rents, recoveries of expenses that we have incurred and that we pass through to the individual tenants and percentage rents that are based on specified percentages of tenants’ revenue, in each case as provided in the particular leases.
Our primary cash expenses consist of our property operating expenses, which include repairs and maintenance, management expenses, insurance, and utilities; real estate taxes; general and administrative expenses, which include payroll, office expenses, professional fees, acquisition costs and other administrative expenses; and interest expense, primarily on mortgage debt, unsecured

30

senior debt, term loans and a revolving credit facility. In addition, we incur substantial non-cash charges for depreciation and amortization on our properties. We also capitalize certain expenses, such as taxes, interest and salaries related to properties under development or redevelopment until the property is ready for its intended use.
Our consolidated results of operations often are not comparable from period to period due to the impact of property acquisitions, dispositions, developments and redevelopments. The results of operations of any acquired property are included in our financial statements as of the date of its acquisition. A large portion of the changes in our statement of income line items is related to these changes in our shopping center portfolio. In addition, non-cash impairment charges may also affect comparability.
Throughout this section, we have provided certain information on a “same-property” basis. Information provided on a same-property basis includes the results of properties that we consolidated, owned and operated for the entirety of both periods being compared except for non-retail properties and properties for which significant development or redevelopment occurred during either of the periods being compared. While there is judgment surrounding changes in designations, a property is removed from the same-property pool when a property is considered to be a redevelopment property because it is undergoing significant renovation pursuant to a formal plan or is being repositioned in the market and such renovation or repositioning is expected to have a significant impact on property operating income. A development or redevelopment property is moved to the same-property pool once a substantial portion of the growth expected from the development or redevelopment is reflected in both the current and comparable prior year period. Acquisitions are moved into the same-property pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment. For the three months ended September 30, 2015, we moved two properties (Medford and Cashmere Corners) totaling 148,364 square feet out of the same-property pool as they are undergoing redevelopment.
Same-Property NOI
In this section, we present net operating income (“NOI”), which is a non-GAAP financial measure. The most directly comparable GAAP financial measure is income from continuing operations before tax and discontinued operations, which, to calculate NOI, is adjusted to add back depreciation and amortization, general and administrative expense, interest expense, amortization of deferred financing fees and impairments, and to exclude straight-line rent adjustments, accretion of below market lease intangibles (net), revenue earned from management and leasing services, investment income, equity in income of unconsolidated joint ventures, gain/loss on sale of operating properties, gain/loss on extinguishment of debt and other income. NOI includes management fee expense recorded at each property based on a percentage of revenue which is eliminated in consolidation. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. Our management also uses NOI to evaluate property level performance and to make decisions about resource allocations. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis, providing perspective not immediately apparent from income from continuing operations before tax and discontinued operations. NOI excludes certain components from net income attributable to Equity One, Inc. in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with income from continuing operations before tax and discontinued operations as presented in our condensed consolidated financial statements. NOI should not be considered as an alternative to income from continuing operations before tax and discontinued operations as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions.
Same-property NOI increased by $2.1 million, or 4.7%, and $5.4 million, or 4.1%, for the three and nine months ended September 30, 2015, respectively, as compared to the three and nine months ended September 30, 2014, respectively. The increase in same-property NOI for the three months ended September 30, 2015 was primarily driven by a net increase in minimum rent due to rent commencements (net of concessions and abatements) and contractual rent increases. The increase in same-property NOI for the nine months ended September 30, 2015 was driven by a net increase in minimum rent and an increase in recovery income, net of recoverable expenses, partially offset by higher bad debt expense. Same-property NOI including redevelopments increased $2.4 million, or 4.4%, and $7.1 million, or 4.5%, for the three and nine months ended September 30, 2015, respectively, as compared to the three and nine months ended September 30, 2014, respectively.

31

Same-property NOI is reconciled to income from continuing operations before tax and discontinued operations as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands, except number of properties)
Same-property NOI
$
47,464

 
$
45,318

 
$
138,349

 
$
132,916

Redevelopment property NOI
9,587

 
9,317

 
28,492

 
26,816

Same-property NOI including redevelopments
57,051

 
54,635

 
166,841

 
159,732

Other non same-property NOI
2,968

 
1,754

 
11,210

 
11,399

Adjustments (1)
(1,322
)
 
(318
)
 
(2,257
)
 
685

Total NOI
58,697

 
56,071

 
175,794

 
171,816

Add:
 
 
 
 
 
 
 
Straight-line rent adjustment
1,101

 
1,056

 
3,511

 
2,794

Accretion of below-market lease intangibles, net
3,137

 
3,773

 
9,516

 
15,429

Management and leasing services income
246

 
635

 
1,432

 
1,848

Elimination of intercompany expenses
2,847

 
2,722

 
8,426

 
8,235

Equity in income of unconsolidated joint ventures
2,435

 
789

 
4,433

 
10,318

Investment income
34

 
59

 
168

 
258

Gain on sale of operating properties
614

 
9,775

 
3,952

 
10,658

Other income
192

 
354

 
5,696

 
3,200

Less:
 
 
 
 
 
 
 
Depreciation and amortization expense
25,385

 
26,182

 
68,973

 
80,115

General and administrative expense
9,207

 
11,524

 
26,364

 
31,310

Interest expense
12,918

 
15,860

 
40,421

 
48,846

Amortization of deferred financing fees
535

 
603

 
1,622

 
1,803

Loss (gain) on extinguishment of debt
—

 
—

 
2,563

 
(1,074
)
Impairment loss
2,417

 
—

 
13,924

 
13,892

Income from continuing operations before tax and discontinued
   operations
$
18,841

 
$
21,065

 
$
59,061

 
$
49,664

 
 
 
 
 
 
 
 
Growth in same-property NOI
4.7
%
 
 
 
4.1
%
 
 
Number of properties (2)
94

 
 
 
93

 
 
 
 
 
 
 
 
 
 
Growth in same-property NOI including redevelopments
4.4
%
 
 
 
4.5
%
 
 
Number of properties (3)
107

 
 
 
106

 
 
___________________________________________________ 
(1) Includes adjustments for items that affect the comparability of, and were excluded from, the same-property results. Such adjustments include: common area maintenance costs and real estate taxes related to a prior period, revenue and expenses associated with outparcels sold, settlement of tenant disputes, lease termination revenue and expense, or other similar matters that affect comparability.
(2) The same-property pool includes only those properties that the company consolidated, owned and operated for the entirety of both periods being compared and excludes non-retail properties and properties for which significant development or redevelopment occurred during either of the periods being compared.
(3) The same-property pool including redevelopments includes those properties that the company consolidated, owned and operated for the entirety of both periods being compared, including properties for which significant redevelopment occurred during either of the periods being compared, but excluding non-retail properties and development properties.




32

Comparison of the Three Months Ended September 30, 2015 to 2014
The following summarizes certain line items from our unaudited condensed consolidated statements of income that we believe are important in understanding our operations and/or those items which significantly changed in the three months ended September 30, 2015 as compared to the same period in 2014:
 
Three Months Ended September 30,
 
2015
 
2014
 
% Change
 
(In thousands)
 
 
Total revenue
$
90,439

 
$
86,377

 
4.7
 %
Property operating expenses
13,311

 
12,125

 
9.8
 %
Real estate tax expense
11,100

 
9,995

 
11.1
 %
Depreciation and amortization expense
25,385

 
26,182

 
(3.0
)%
General and administrative expenses
9,207

 
11,524

 
(20.1
)%
Equity in income of unconsolidated joint ventures
2,435

 
789

 
NM

Interest expense
12,918

 
15,860

 
(18.5
)%
Gain on sale of operating properties
614

 
9,775

 
NM

Impairment loss
2,417

 
—

 
NM

Net income
19,459

 
20,801

 
(6.5
)%
Net income attributable to Equity One, Inc.
16,961

 
18,307

 
(7.4
)%
______________________________________________ 
* NM = Not meaningful
Total revenue increased by $4.1 million, or 4.7%, to $90.4 million in 2015 from $86.4 million in 2014. The increase was primarily attributable to the following:
•
an increase of approximately $2.5 million in same-property revenue primarily due to higher rent from new rent commencements and renewals and contractual rent increases;
•
an increase of approximately $2.4 million related to higher rents from development and redevelopment projects, including approximately $800,000 associated with lease termination fees received during the third quarter of 2015; and
•
an increase of approximately $1.4 million associated with properties acquired in 2015 and 2014; partially offset by
•
a decrease of approximately $1.9 million associated with properties sold in 2015 and 2014; and
•
a decrease in management and leasing services income of approximately $300,000 associated with the unwinding of the GRI JV.
Property operating expenses increased by $1.2 million, or 9.8%, to $13.3 million in 2015 from $12.1 million in 2014. The increase primarily consisted of the following:
•
a net increase of approximately $1.0 million in same-property expenses primarily due to lease termination costs;
•
an increase of approximately $600,000 in operating expenses for development and redevelopment properties; and
•
an increase of approximately $270,000 associated with properties acquired in 2015; partially offset by
•
a decrease of approximately $600,000 associated with properties sold in 2015 and 2014.

33

Real estate tax expense increased by $1.1 million, or 11.1%, to $11.1 million in 2015 from $10.0 million in 2014. The increase primarily consisted of the following:
•
a net increase of approximately $775,000 in real estate tax expense across our portfolio of properties; and
•
an increase of approximately $205,000 associated with properties acquired in 2015.
Depreciation and amortization expense decreased by $797,000, or 3.0%, to $25.4 million for 2015 from $26.2 million in 2014. The decrease was primarily related to the following:
•
a decrease of approximately $2.3 million primarily related to accelerated depreciation of assets razed as part of redevelopment projects in 2014;
•
a decrease of approximately $750,000 due to assets becoming fully depreciated and amortized during 2015 and 2014; and
•
a decrease of approximately $375,000 associated with properties sold in 2015 and 2014; partially offset by
•
an increase of approximately $1.8 million related to new depreciable assets added during 2015 and 2014 associated with completed redevelopment and development projects; and
•
an increase of approximately $730,000 related to depreciation on properties acquired in 2015.
General and administrative expenses decreased by $2.3 million, or 20.1%, to $9.2 million for 2015 from $11.5 million in 2014. The decrease was primarily related to the following:
•
a decrease of approximately $2.7 million in employment costs primarily due to our 2014 reorganization and CEO transition; and
•
a decrease of approximately $410,000 in Board of Director fees primarily as a result of stock-based compensation recognized in 2014 for stock awards granted to our Chairman; partially offset by
•
an increase of approximately $370,000 in public company expenses; and
•
an increase in transaction-related costs in connection with completed or pending property acquisitions of approximately $345,000.
Equity in income of unconsolidated joint ventures increased by $1.6 million primarily as a result of the sale of Plantation Marketplace, a property held by one of our joint ventures, of which our proportionate share of the gain on sale was $1.5 million.
Interest expense decreased by $2.9 million, or 18.5%, to $12.9 million for 2015 from $15.9 million in 2014. The decrease was primarily attributable to the following:
•
a decrease of approximately $1.5 million due to the April 2015 redemption of our 5.375% unsecured senior notes due October 2015;
•
a decrease of approximately $1.3 million associated with lower mortgage interest primarily due to the repayment of mortgages during 2015 and 2014; and
•
a decrease of approximately $350,000 due to lower interest expense associated with the term loan; partially offset by
•
an increase of approximately $215,000 due to lower capitalized interest primarily related to the completion of several redevelopment projects for which allocated interest expense had previously been capitalized.
The gain on the sale of operating properties of $614,000 in 2015 is primarily due to the sale of Webster Plaza. The gain on the sale of operating properties of $9.8 million in 2014 was primarily due to the sale of eight properties.
We recorded an impairment loss of $2.4 million in 2015 related to a land parcel.
As a result of the foregoing, net income decreased by $1.3 million to $19.5 million for 2015 compared to $20.8 million in 2014. Net income attributable to Equity One, Inc. decreased by $1.3 million to $17.0 million for 2015 compared to $18.3 million in 2014.

34

Comparison of the Nine Months Ended September 30, 2015 to 2014
The following summarizes certain line items from our unaudited condensed consolidated statements of income that we believe are important in understanding our operations and/or those items which significantly changed in the nine months ended September 30, 2015 as compared to the same period in 2014:
 
Nine Months Ended
September 30,
 
2015
 
2014
 
% Change
 
(In thousands)
 
 
Total revenue
$
269,653

 
$
266,641

 
1.1
 %
Property operating expenses
38,767

 
35,923

 
7.9
 %
Real estate tax expense
32,207

 
30,596

 
5.3
 %
Depreciation and amortization expense
68,973

 
80,115

 
(13.9
)%
General and administrative expenses
26,364

 
31,310

 
(15.8
)%
Equity in income of unconsolidated joint ventures
4,433

 
10,318

 
(57.0
)%
Other income
5,696

 
3,200

 
78.0
 %
Interest expense
40,421

 
48,846

 
(17.2
)%
Gain on sale of operating properties
3,952

 
10,658

 
(62.9
)%
(Loss) gain on extinguishment of debt
(2,563
)
 
1,074

 
NM

Impairment loss
13,924

 
13,892

 
0.2
 %
Income from discontinued operations
—

 
2,991

 
(100.0
)%
Net income
59,528

 
51,875

 
14.8
 %
Net income attributable to Equity One, Inc.
52,021

 
42,172

 
23.4
 %
______________________________________________ 
* NM = Not meaningful
Total revenue increased by $3.0 million, or 1.1%, to $269.7 million in 2015 from $266.6 million in 2014. The increase was primarily attributable to the following:
•
an increase of approximately $7.4 million related to higher rents from development and redevelopment projects, including approximately $1.9 million associated with lease termination fees received during 2015;
•
an increase of approximately $7.3 million in same-property revenue primarily due to higher rent from new rent commencements and renewals and contractual rent increases; and
•
an increase of approximately $2.6 million associated with properties acquired in 2015 and 2014; partially offset by
•
a decrease of approximately $9.3 million associated with properties sold in 2015 and 2014;
•
a decrease of approximately $4.4 million related to the recognition in 2014 of a net termination benefit at our property located at 101 7th Avenue in New York from the acceleration of the accretion of a below-market lease liability upon the tenant vacating the space and rejecting the lease in connection with a bankruptcy filing; and
•
a decrease in management and leasing services income of approximately $600,000 associated with the unwinding of the GRI JV.
Property operating expenses increased by $2.8 million, or 7.9%, to $38.8 million in 2015 from $35.9 million in 2014. The increase primarily consisted of the following:
•
a net increase of approximately $3.4 million in same-property expenses primarily due to lease termination costs of $1.0 million and higher bad debt expense of $2.1 million in part due to the reversal of $1.1 million in 2014 in our allowance for doubtful accounts for certain historical real estate tax billings for which a settlement was reached with the tenants;
•
an increase of approximately $1.7 million in operating expenses for development and redevelopment properties; and
•
an increase of approximately $400,000 associated with properties acquired in 2015 and 2014; partially offset by

35

•
a decrease of approximately $2.5 million associated with properties sold in 2015 and 2014.
Real estate tax expense increased by $1.6 million, or 5.3%, to $32.2 million in 2015 from $30.6 million in 2014. The increase primarily consisted of the following:
•
a net increase of approximately $1.9 million in real estate tax expense across our portfolio of properties; and
•
an increase of approximately $405,000 associated with properties acquired in 2015 and 2014; partially offset by
•
a decrease of approximately $780,000 associated with properties sold in 2015 and 2014.
Depreciation and amortization expense decreased by $11.1 million, or 13.9%, to $69.0 million for 2015 from $80.1 million in 2014. The decrease was primarily related to the following:
•
a decrease of approximately $11.5 million related to accelerated depreciation of assets razed as part of redevelopment projects in 2014;
•
a decrease of approximately $2.5 million due to assets becoming fully depreciated and amortized during 2015 and 2014; and
•
a decrease of approximately $1.9 million associated with properties sold in 2015 and 2014; partially offset by
•
an increase of approximately $3.9 million related to new depreciable assets added during 2015 and 2014 associated with completed redevelopment and development projects; and
•
an increase of approximately $910,000 related to depreciation on properties acquired in 2015.
General and administrative expenses decreased by $4.9 million, or 15.8%, to $26.4 million for 2015 from $31.3 million in 2014. The decrease was primarily related to the following:
•
a decrease of approximately $3.7 million in employment costs primarily due to lower payroll expenses, bonus payments and other costs associated with our 2014 reorganization and higher capitalized payroll expense;
•
a decrease in transaction-related costs in connection with completed or pending property acquisitions of approximately $865,000; and
•
a decrease of approximately $690,000 in Board of Director fees primarily as a result of stock-based compensation recognized in 2014 for stock awards granted to our Chairman, and the acceleration of stock awards with respect to a separation agreement with one of our directors; partially offset by
•
an increase of approximately $400,000 in public company expenses.
We recorded $4.4 million of equity in income of unconsolidated joint ventures in 2015 compared to $10.3 million in 2014. The decrease was primarily related to the 2014 sale of Vernola Marketplace, a property held by one of our joint ventures, of which our proportionate share of the gain was $7.4 million (including $1.6 million attributable to a noncontrolling interest), partially offset by the 2015 sale of Plantation Marketplace, a property held by one of our joint ventures, of which our proportionate share of the gain was $1.5 million.
Other income of $5.7 million in 2015 primarily relates to the redemption of our interest in the GRI JV, resulting in the recognition of a $5.5 million gain from the remeasurement of the fair value of our equity interest immediately prior to the redemption. Other income of $3.2 million in 2014 primarily relates to the acquisition of our joint venture partners' interests in Talega Village Center, resulting in the recognition of a $2.8 million gain, including $561,000 attributable to a noncontrolling interest, due to the remeasurement of our existing equity investment to fair value.

36

Interest expense decreased by $8.4 million, or 17.2%, to $40.4 million for 2015 from $48.8 million in 2014. The decrease was primarily attributable to the following:
•
a decrease of approximately $4.1 million associated with lower mortgage interest primarily due to the repayment of mortgages during 2015 and 2014;
•
a decrease of approximately $2.5 million due to the April 2015 redemption of our 5.375% unsecured senior notes due October 2015;
•
a decrease of approximately $1.0 million due to lower interest expense associated with the term loan; and
•
a decrease of approximately $690,000 due to lower interest expense and unused facility fees associated with the unsecured revolving credit facilities.
We recorded a gain on the sale of operating properties of $4.0 million in 2015 primarily due to the redemption of our interest in the GRI JV which resulted in the recognition of a gain of $3.3 million from the deferred gains associated with the past disposition of assets by us to the joint venture. We recorded a gain on the sale of operating properties of $10.7 million in 2014 due to the sale of fourteen properties.
We recorded a (loss) gain on extinguishment of debt of $(2.6) million and $1.1 million in 2015 and 2014, respectively. The loss in 2015 primarily resulted from the redemption of our 5.375% unsecured senior notes due October 2015, which was comprised of a make-whole premium and deferred fees and costs associated with the notes. The gain in 2014 primarily related to the sale of Brawley Commons. The property was encumbered by a $6.5 million mortgage loan which matured on July 1, 2013 and remained unpaid. In February 2014, we sold the property to a third party for $5.5 million and the lender accepted this amount as full repayment of the loan, resulting in the recognition of a gain on extinguishment of debt of approximately $882,000.
In 2015, we recorded an impairment loss in continuing operations of $13.9 million, consisting of $11.3 million related to income producing properties sold, $2.4 million related to a land parcel and a goodwill impairment loss of $200,000. In 2014, we recorded an impairment loss in continuing operations of $13.9 million, consisting of $9.6 million of impairment charges related to income producing properties and $4.3 million of impairment charges related to operating properties sold.
In 2014, income from discontinued operations of $3.0 million related to two of the properties sold (Stanley Marketplace and Oak Hill Village) as they were classified as held for sale prior to the adoption of ASU No. 2014-08. In 2015, the results of operations for the two properties sold are reported in continuing operations as the dispositions do not represent a strategic shift that has or will have a major effect on our operations and financial results.
As a result of the foregoing, net income increased by $7.7 million to $59.5 million for 2015 compared to $51.9 million in 2014. Net income attributable to Equity One, Inc. increased by $9.8 million to $52.0 million for 2015 compared to $42.2 million in 2014.
Funds From Operations
We believe Funds from Operations (“FFO”) (when combined with the primary GAAP presentations) is a useful supplemental measure of our operating performance that is a recognized metric used extensively by the real estate industry and, in particular, REITs. The National Association of Real Estate Investment Trusts (“NAREIT”) stated in its April 2002 White Paper on Funds from Operations, “Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves.”
FFO, as defined by NAREIT, is “net income (computed in accordance with GAAP), excluding gains (or losses) from sales of, or impairment charges related to, depreciable operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.” NAREIT states further that “adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis.” We believe that financial analysts, investors and stockholders are better served by the presentation of comparable period operating results generated from our FFO measure. Our method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
FFO is presented to assist investors in analyzing our operating performance. FFO (i) does not represent cash flow from operations as defined by GAAP, (ii) is not indicative of cash available to fund all cash flow needs, including the ability to make distributions, (iii) is not an alternative to cash flow as a measure of liquidity, and (iv) should not be considered as an alternative to net income (which is determined in accordance with GAAP) for purposes of evaluating our operating performance.

37

The following table reflects the reconciliation of FFO to net income attributable to Equity One, Inc., the most directly comparable GAAP measure, for the three and nine months ended September 30, 2015 and 2014:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands, except per share data)
Net income attributable to Equity One, Inc.
$
16,961

 
$
18,307

 
$
52,021

 
$
42,172

Adjustments:
 
 
 
 
 
 
 
Rental property depreciation and amortization, net of noncontrolling interest (1)
25,070

 
25,886

 
68,020

 
79,206

Pro rata share of real estate depreciation and amortization from
   unconsolidated joint ventures
944

 
1,020

 
3,004

 
3,141

Gain on disposal of depreciable assets, net of tax (1) (2)
(537
)
 
(9,857
)
 
(3,875
)
 
(13,862
)
Pro rata share of gains on disposal of depreciable assets from unconsolidated joint ventures, net of noncontrolling interest (3) (4)
(1,527
)
 
—

 
(7,025
)
 
(8,007
)
Impairments of depreciable real estate, net of tax (1)
—

 
—

 
11,061

 
13,892

Funds from operations
40,911

 
35,356

 
123,206

 
116,542

Earnings attributed to noncontrolling interest (5)
2,498

 
2,499

 
7,496

 
7,497

Funds from operations available to diluted common shareholders
$
43,409

 
$
37,855

 
$
130,702

 
$
124,039

 
 
 
 
 
 
 
 
Funds from operations per diluted common share
$
0.31

 
$
0.29

 
$
0.94

 
$
0.96

Weighted average diluted shares (6)
140,505

 
130,441

 
139,132

 
129,680

__________________________________________ 
(1) 
Includes amounts classified as discontinued operations.
(2) 
Includes the recognition of deferred gains of $3.3 million associated with the past disposition of assets by us to the GRI JV for the nine months ended September 30, 2015.
(3) 
Includes the remeasurement of the fair value of our equity interest in the GRI JV of $5.5 million for the nine months ended September 30, 2015.
(4) 
Includes the remeasurement of the fair value of our equity interest in Talega Village Center JV, LLC, the owner of Talega Village Center, of $2.2 million, net of the related noncontrolling interest, for the nine months ended September 30, 2014.
(5) 
Represents earnings attributed to convertible units held by LIH. Although these convertible units are excluded from the calculation of earnings per diluted share, FFO available to diluted shareholders includes earnings allocated to LIH, as the inclusion of these units is dilutive to FFO per diluted share.
(6) 
Weighted average diluted shares used to calculate FFO per share are higher than the GAAP diluted weighted average shares as a result of the dilutive impact of the 11.4 million joint venture units held by LIH which are convertible into our common stock. These convertible units are not included in the diluted weighted average share count for GAAP purposes because their inclusion is anti-dilutive.
Critical Accounting Policies
Our 2014 Annual Report on Form 10-K contains a description of our critical accounting policies, including initial adoption of accounting policies, revenue recognition and accounts receivable, recognition of gains from the sales of real estate, real estate acquisitions, real estate properties and development assets, long lived assets, investments in unconsolidated joint ventures, goodwill, share-based compensation and incentive awards, income taxes, and properties held for sale. For the three and nine months ended September 30, 2015, there were no material changes to these policies. See Note 2 to the condensed consolidated financial statements included as part of this Quarterly Report on Form 10-Q for a description of the potential impact of the adoption of any new accounting pronouncements.
Liquidity and Capital Resources
Due to the nature of our business, we typically generate significant amounts of cash from operations; however, the cash generated from operations is primarily paid to our stockholders in the form of dividends. Our status as a REIT requires that we distribute 90% of our REIT taxable income (excluding net capital gains) each year, as defined in the Internal Revenue Code (the “Code”).  
Short-term liquidity requirements
Our short-term liquidity requirements consist primarily of normal recurring operating expenses, regular debt service requirements (including debt service relating to additional or replacement debt, as well as scheduled debt maturities), recurring company

38

expenditures, such as general and administrative expenses, non-recurring company expenditures (such as costs associated with development and redevelopment activities, tenant improvements and acquisitions) and dividends to common stockholders. We have satisfied these requirements through cash generated from operations and from financing and investing activities.
As of September 30, 2015, we had approximately $17.8 million of cash and cash equivalents available. In addition, we had a revolving credit facility providing for borrowings of up to $600.0 million of which the maximum was available to be drawn thereunder, based on the financial covenants contained in the facility. As of September 30, 2015, we had drawn $94.0 million against the facility which bore interest at a weighted average rate of 1.20% per annum. As of September 30, 2015, we had outstanding letters of credit with an aggregate face amount of $2.1 million.
In October 2015, we prepaid, without penalty, a mortgage loan which had a balance of $24.7 million and bore interest at a rate of 5.85%. During the remainder of 2015, we have approximately $1.7 million in scheduled debt maturities and normal recurring principal amortization payments.
In October 2015, we acquired a property located in Massachusetts for a gross purchase price of $85.0 million.
In October 2015, we issued a notice of redemption of our 6.00% unsecured senior notes, which have a principal balance of $105.2 million and are scheduled to mature in September 2016, at a redemption price equal to the principal amount of the notes, accrued and unpaid interest, and a required make-whole premium of $4.8 million. We expect to redeem the notes in November 2015.
Additionally, we are actively searching for acquisition and joint venture opportunities that may require additional capital and/or liquidity. Our available cash and cash equivalents, revolving credit facility, and cash from property dispositions will be used to fund prospective acquisitions as well as our debt maturities and normal operating expenses.
Long-term liquidity requirements
Our long-term capital requirements consist primarily of maturities of various long-term debts, development and redevelopment costs and the costs related to growing our business, including acquisitions.
An important component of our growth strategy is the redevelopment of properties within our portfolio and the development of new shopping centers. As of September 30, 2015, we have invested an aggregate of approximately $94.2 million in active development or redevelopment projects at various stages of completion and anticipate that these projects will require an additional $154.8 million to complete, based on our current plans and estimates, which we anticipate will be primarily expended over the next three years. We have other significant projects for which we expect to expend an additional $24.2 million in the next one to two years based on our current plans and estimates.
Historically, we have funded these requirements through a combination of sources that were available to us, including additional and replacement secured and unsecured borrowings, proceeds from the issuance of additional debt or equity securities, capital from institutional partners that desire to form joint venture relationships with us and proceeds from property dispositions.
2015 liquidity events
While we believe our availability under our line of credit is sufficient to operate our business for the remainder of 2015 and into 2016, if we identify acquisition or redevelopment opportunities that meet our investment objectives, we may need to raise additional capital.
While there is no assurance that we will be able to raise additional capital in the amounts or at the prices we desire, we believe we have positioned our balance sheet in a manner that facilitates our capital raising plans. The following is a summary of our financing and investing activities completed during the nine months ended September 30, 2015:
•
We acquired three shopping centers, totaling 363,787 square feet located in Miami, Florida, from the GRI JV upon the redemption of our interest in the joint venture. Prior to the redemption, we made an additional cash investment in the GRI JV of $23.5 million. In connection with the transaction, we assumed a mortgage loan for Concord Shopping Plaza with a principal balance of $27.8 million, which bears interest at one-month LIBOR plus 1.35% per annum and has a stated maturity date of June 28, 2018;
•
We issued 4.5 million shares of our common stock in an underwritten public offering and concurrent private placement that raised net proceeds before expenses of $121.3 million;
•
We redeemed our 5.375% unsecured senior notes, which had a principal balance of $107.5 million and were scheduled to mature in October 2015;
•
We acquired the remaining 2.0% interest in DIM for $1.2 million;

39

•
We acquired a shopping center located in Miami, Florida totaling 46,571 square feet of GLA for a purchase price of $11.8 million;
•
We acquired a land parcel at El Novillo in Miami Beach, Florida for $600,000 and a 0.18 acre outparcel adjacent to Pablo Plaza located in Jacksonville, Florida for $750,000;
•
We sold two non-core assets for gross proceeds of $12.8 million;
•
Our joint venture sold a property for gross proceeds of $32.9 million;
•
We received proceeds of $3.0 million from the issuance of common stock in connection with the exercise of stock options by employees;
•
We borrowed $57.0 million under our $600.0 million line of credit;
•
We invested $68.2 million in capital expenditures to improve our properties; and
•
We prepaid, without penalty, a mortgage loan which had a balance of $19.6 million and bore interest at a rate of 5.32%.
Summary of Cash Flows. The following summary discussion of our cash flows is based on the condensed consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
 
Nine Months Ended September 30,
 
2015
 
2014
 
Change
 
(In thousands)
Net cash provided by operating activities
$
130,012

 
$
115,330

 
$
14,682

Net cash (used in) provided by investing activities
$
(92,654
)
 
$
37,822

 
$
(130,476
)
Net cash used in financing activities
$
(47,043
)
 
$
(105,164
)
 
$
58,121

Our principal source of operating cash flow is cash generated from our rental properties. Our properties provide a relatively consistent stream of rental income that provides us with resources to fund operating expenses, general and administrative expenses, debt service and quarterly dividends. Net cash provided by operating activities totaled $130.0 million for the nine months ended September 30, 2015 compared to $115.3 million in the 2014 period. The increase is due primarily to a decrease in interest expense as a result of a decrease in the amount of outstanding debt and lower transaction-related costs associated with completed or pending property acquisitions, as well as an increase in cash from our rental properties.
Net cash used in investing activities was $92.7 million for the nine months ended September 30, 2015 compared to cash provided by investing activities of $37.8 million for the same period in 2014. Investing activities during 2015 primarily consisted of: additions to construction in progress of $48.2 million; investments in joint ventures of $23.9 million; additions to income producing properties of $15.0 million; and acquisition of income producing properties of $11.8 million; partially offset by: proceeds related to the sale of real estate and rental properties of $5.8 million and distributions from joint ventures of $7.8 million. Investing activities during 2014 primarily consisted of: proceeds from the sale of real estate and rental properties of $119.0 million; proceeds from the repayment of loans receivable of $60.5 million; and distributions from joint ventures of $15.5 million; partially offset by: acquisitions of income producing properties of $91.1 million; additions to construction in progress of $53.5 million; and additions to income producing properties of $14.9 million.

40

The following summarizes our capital expenditures:
 
Nine Months Ended September 30,
 
2015
 
2014
Capital expenditures:
(In thousands)
Tenant improvements, allowances and landlord costs
$
20,305

 
$
13,469

Leasing commissions and costs
5,429

 
6,291

Developments
12,481

 
27,181

Redevelopments
17,957

 
24,221

Maintenance capital expenditures
8,227

 
5,690

Total capital expenditures
64,399

 
76,852

Net change in accrued capital spending
3,764

 
(2,584
)
Capital expenditures per condensed consolidated statements of cash flows
$
68,163

 
$
74,268

The increase in tenant improvements and allowances during the nine months ended September 30, 2015 compared to the same period in 2014 was primarily attributable to expenditures associated with a new anchor tenant at Ambassador Row Courtyard and other tenant allowances across the portfolio. The decrease in development and redevelopment capital expenditures during the nine months ended September 30, 2015 as compared to the same period in 2014 was primarily the result of costs incurred in 2014 for Broadway Plaza and the redevelopment of Boynton Plaza, Willows Shopping Center, Kirkman Shoppes, and Lake Mary Center. We capitalized internal costs related to capital expenditures of $5.1 million and $4.1 million during the nine months ended September 30, 2015 and 2014, respectively, primarily related to successful leasing activities of $3.0 million and $2.8 million, respectively, development activities of $387,000 and $472,000, respectively, and redevelopment and expansion activities of $1.2 million and $584,000, respectively. Capitalized interest totaled $3.7 million and $3.6 million during the nine months ended September 30, 2015 and 2014, respectively, primarily related to development and redevelopment activities.
Net cash used in financing activities totaled $47.0 million for the nine months ended September 30, 2015 compared to $105.2 million for the same period in 2014. Activity during 2015 consisted of: the repayment of senior debt borrowings of $110.1 million; dividends paid to stockholders of $84.5 million; prepayments and repayments of mortgage debt of $24.7 million; and distributions to noncontrolling interests of $7.5 million; partially offset by: common stock issuance gross proceeds of $124.9 million and net borrowings under the revolving credit facilities of $57.0 million. The largest financing outflows for 2014 related to: net repayments under the revolving credit facilities of $91.0 million; dividends paid to stockholders of $79.4 million; prepayments and repayments of $33.9 million of mortgage debt; and distributions to noncontrolling interests of $9.4 million; partially offset by $112.9 million of proceeds from the issuance of common stock.
Future Contractual Obligations. During the nine months ended September 30, 2015, there were no material changes to the contractual obligation information presented in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2014.
Off-Balance Sheet Arrangements
Joint Ventures. We consolidate entities in which we own less than a 100% equity interest if we have a controlling interest or are the primary beneficiary in a variable interest entity, as defined in the Consolidation Topic of the FASB ASC. From time to time, we may have off-balance-sheet joint ventures and other unconsolidated arrangements with varying structures.
As of September 30, 2015, we have investments in six unconsolidated joint ventures in which our effective ownership interests range from 8.6% to 50.0%. We exercise significant influence over, but do not control, four of these entities and therefore they are presently accounted for using the equity method of accounting while two of these joint ventures are accounted for under the cost method. For a more complete description of our joint ventures see Note 5 to the condensed consolidated financial statements included in this report.
As of September 30, 2015, the aggregate carrying amount of the debt, including our partners’ shares, incurred by those joint ventures accounted for under the equity method was approximately $135.1 million (of which our aggregate proportionate share was approximately $40.5 million). In October 2015, Equity One JV Portfolio, LLC incurred additional mortgage debt of $25.0 million in connection with the refinancing of an existing mortgage loan of $12.5 million and a new mortgage loan. The two mortgage loans bear interest at a weighted average rate of 3.89% per annum. Our aggregate proportionate share of the additional debt incurred was $7.5 million. Although we have not guaranteed the debt of these joint ventures, we have agreed to customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) on certain of the loans of the joint ventures.

41


Reconsideration events could cause us to consolidate these joint ventures and partnerships in the future. We evaluate reconsideration events as we become aware of them. Some triggers to be considered are additional contributions required by each partner and each partners’ ability to make those contributions. Under certain of these circumstances, we may purchase our partner’s interest. Our unconsolidated real estate joint ventures are with entities which appear sufficiently stable to meet their capital requirements; however, if market conditions worsen and our partners are unable to meet their commitments, there is a possibility we may have to consolidate these entities.
Contingencies
Letters of Credit. As of September 30, 2015, we had provided letters of credit having an aggregate face amount of $2.1 million as additional security for financial and other obligations. All of our letters of credit are issued under our $600.0 million revolving credit facility.
Construction Commitments. As of September 30, 2015, we have invested an aggregate of approximately $94.2 million in active development or redevelopment projects at various stages of completion and anticipate that these projects will require an additional $154.8 million to complete, based on our current plans and estimates, which we anticipate will be primarily expended over the next three years. We have other significant projects for which we expect to expend an additional $24.2 million in the next one to two years based on our current plans and estimates. These capital expenditures are generally due as the work is performed and are expected to be financed by funds available under our credit facility, proceeds from property dispositions and available cash.
Operating Lease Obligations. We are obligated under non-cancelable operating leases for office space, equipment rentals and ground leases on certain of our properties totaling $42.9 million.
Non-Recourse Debt Guarantees. Under the terms of certain non-recourse mortgage loans, we could, under specific circumstances, be responsible for portions of the mortgage indebtedness in connection with certain customary non-recourse carve-out provisions, such as environmental conditions, misuse of funds, impermissible transfers and material misrepresentations. In management’s judgment, it would be unlikely for us to incur any material liability under these guarantees that would have a material adverse effect on our financial condition, results of operations, or cash flows.
Other than our joint ventures and obligations described above and our contractual obligation items, we have no off-balance sheet arrangements or contingencies as of September 30, 2015 that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, capital expenditures or capital resources.
Capital Recycling Initiatives
As part of our strategy to upgrade and diversify our portfolio and recycle our capital, in 2013 and 2014 we sold a total of fifty-four non-core properties. Although our pace of disposition activity has slowed in 2015, we will selectively explore future opportunities to sell additional non-core properties located primarily in the southeastern United States and north and central Florida and assets located in our target markets having relatively limited prospects for future NOI growth if pricing is deemed to be favorable. If the market values of these assets are below their carrying values, it is possible that the disposition of these assets could result in impairments or other losses. Depending on the prevailing market conditions and historical carrying values, these impairments and losses could be material. Depending on how proceeds from such dispositions are invested, we may also suffer earnings and FFO dilution.
During the nine months ended September 30, 2015, we recognized impairment losses on two properties sold totaling $11.3 million. See Note 16 to the condensed consolidated financial statements included in this report for additional information regarding impairment losses.
Environmental Matters
We are subject to numerous environmental laws and regulations. The operation of dry cleaning and gas station facilities at our shopping centers are the principal environmental concerns. We require that the tenants who operate these facilities do so in material compliance with current laws and regulations and we have established procedures to monitor dry cleaning operations. Where available, we have applied and been accepted into state sponsored environmental programs. Several properties in the portfolio will require or are currently undergoing varying levels of environmental remediation. We have environmental insurance policies covering most of our properties which limits our exposure to some of these conditions, although these policies are subject to limitations and environmental conditions known at the time of acquisition are typically excluded from coverage. Management believes that the ultimate disposition of currently known environmental matters will not have a material effect on our financial condition, results of operations or cash flows.

42


Future Capital Requirements
We believe, based on currently proposed plans and assumptions relating to our operations, that our existing financial arrangements, together with cash generated from our operations, cash on hand and any short-term investments will be sufficient to satisfy our cash requirements for a period of at least twelve months. In the event that our plans change, our assumptions change or prove to be inaccurate or cash flows from operations or amounts available under existing financing arrangements prove to be insufficient to fund our debt maturities, pay our dividends, fund expansion, development and redevelopment efforts or to the extent we discover suitable acquisition targets the purchase price of which exceeds our existing liquidity, we would be required to seek additional sources of financing. Additional financing may not be available on acceptable terms or at all, and any future equity financing could be dilutive to existing stockholders. If adequate funds are not available, our business operations could be materially adversely affected. See Part I – Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2014 for additional information regarding such risks.
Distributions
We believe that we currently qualify and intend to continue to qualify as a REIT under the Code. As a REIT, we are allowed to reduce taxable income by all or a portion of our distributions to stockholders. As distributions have exceeded taxable income, no provision for federal income taxes has been made. While we intend to continue to pay dividends to our stockholders, we also will reserve such amounts of cash flow as we consider necessary for the proper maintenance and improvement of our real estate and other corporate purposes while still maintaining our qualification as a REIT.
Inflation and Economic Condition Considerations
Most of our leases contain provisions designed to partially mitigate any adverse impact of inflation. Although inflation has been low in recent periods and has had a minimal impact on the performance of our shopping centers, there is more recent data suggesting that inflation may be a greater concern in the future given economic conditions and governmental fiscal policy. Most of our leases require the tenant to pay its share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation, though some larger tenants have capped the amount of these operating expenses they are responsible for under their lease. A small number of our leases also include clauses enabling us to receive percentage rents based on a tenant’s gross sales above predetermined levels, which sales generally increase as prices rise, or escalation clauses which are typically related to increases in the Consumer Price Index or similar inflation indices.
Cautionary Statement Relating to Forward Looking Statements
Certain matters discussed in this Quarterly Report on Form 10-Q contain “forward-looking statements” for purposes of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and are not guarantees of future performance. 
All statements other than statements of historical facts are forward-looking statements and can be identified by the use of forward-looking terminology such as “may,” “will,” “might,” “would,” “expect,” “anticipate,” “estimate,” “could,” “should,” “believe,” “intend,” “project,” “forecast,” “target,” “plan,” or “continue” or the negative of these words or other variations or comparable terminology. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Because these statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution you not to place undue reliance on those statements, which speak only as of the date of this report. 
Among the factors that could cause actual results to differ materially are:
•
general economic conditions, including current macro-economic challenges, competition from alternative sales channels including the internet, and changes in the supply of and demand for shopping center properties in our markets;
•
risks that tenants will not remain in occupancy or pay rent, or pay reduced rent due to declines in their businesses;
•
interest rate levels, the availability of financing and our credit ratings;
•
potential environmental liability and other risks associated with the ownership, development, redevelopment and acquisition of shopping center properties;

43

•
greater than anticipated construction or operating costs or delays in completing development or redevelopment projects or obtaining necessary approvals therefor;
•
inflationary, deflationary and other general economic trends;
•
the effects of hurricanes, earthquakes, terrorist attacks and other natural or man-made disasters;
•
changes in key personnel;
•
management’s ability to successfully combine and integrate the properties and operations of separate companies that we have acquired in the past or may acquire in the future;
•
the impact of acquisitions and dispositions of properties and joint venture interests and expenses incurred by us in connection with our acquisition and disposition activity;
•
the ability to identify properties for acquisition and other accretive uses of cash available from operations, the disposition of non-core assets and financing activities;
•
impairment charges related to changes in market values of our properties as well as those related to our disposition activity;
•
our ability to maintain our status as a real estate investment trust, or REIT, for U.S. federal income tax purposes and the effect of future changes in REIT requirements as a result of new legislation; and
•
other risks detailed from time to time in the reports filed by us with the Securities and Exchange Commission, including, but not limited to, those risk factors identified in our most recently filed Annual Report on Form 10-K.
Except for ongoing obligations to disclose material information as required by the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. All of the above factors are difficult to predict, contain uncertainties that may materially affect our actual results and may be beyond our control. New factors emerge from time to time, and it is not possible for our management to predict all such factors or to assess the effect of each factor on our business.
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The primary market risk to which we have exposure is interest rate risk. Changes in interest rates can affect our net income and cash flows. As changes in market conditions occur and interest rates increase or decrease, interest expense on the variable component of our debt will move in the same direction. We intend to utilize variable-rate indebtedness available under our unsecured revolving credit facility in order to initially fund future acquisitions, development and redevelopment costs and other operating needs. With respect to our fixed rate mortgage notes and unsecured senior notes, changes in interest rates generally do not affect our interest expense as these notes are at fixed rates for extended terms. Because we have the intent to hold our existing fixed-rate debt either to maturity or until the sale of the associated property, these fixed-rate notes pose an interest rate risk to our results of operations and our working capital position only upon the refinancing of that indebtedness. Our possible risk is from increases in long-term interest rates that may occur as this may increase our cost of refinancing maturing fixed-rate debt. In addition, we may incur prepayment penalties or defeasance costs when prepaying or defeasing debt. With respect to our floating rate term loan, the primary market risk exposure is increasing LIBOR-based interest rates, which we have effectively converted to a fixed rate of interest through the use of interest rate swaps.
As of September 30, 2015, we had $94.0 million of floating rate debt outstanding under our unsecured revolving line of credit. Our unsecured revolving line of credit bears interest at applicable LIBOR plus 0.875% to 1.550%, depending on the credit ratings of our unsecured senior notes. Considering the total outstanding balance of $94.0 million as of September 30, 2015, a 1% change in interest rates would result in an impact to income before taxes of approximately $940,000 per year. As of September 30, 2015, we had a $27.8 million floating rate mortgage loan for Concord Shopping Plaza with a fair value of $27.6 million that bears interest at one-month LIBOR plus 1.35% per annum. Considering the total outstanding balance of $27.8 million as of September 30, 2015, a 1% change in interest rates would result in an impact to income before taxes of approximately $300,000 per year.
The fair value of our fixed-rate debt was $932.2 million as of September 30, 2015, which includes our unsecured senior notes payable and mortgage notes (except the mortgage loan for Concord Shopping Plaza noted above). If interest rates increase by 1%, the fair value of our total fixed-rate debt, based on the fair value as of September 30, 2015, would decrease by approximately $29.9 million. If interest rates decrease by 1%, the fair value of our total fixed-rate debt would increase by approximately $31.5 million.

44

This assumes that our total outstanding fixed-rate debt remains at approximately $904.3 million, the balance as of September 30, 2015.
As of September 30, 2015, we had $250.0 million of floating rate debt outstanding under our term loan, which we have effectively converted to a fixed rate of interest through the use of interest rate swaps – see “Hedging Activities” below. The fair value of our term loan was $242.8 million as of September 30, 2015. If interest rates increase by 1%, the fair value of our total term loan (unhedged), based on the fair value as of September 30, 2015, would decrease by approximately $8.5 million. If interest rates decrease by 1%, the fair value of our total term loan (unhedged), based on the fair value as of September 30, 2015, would increase by approximately $8.5 million.
Hedging Activities
To manage, or hedge, our exposure to interest rate risk, we follow established risk management policies and procedures, including the use of a variety of derivative financial instruments. We do not enter into derivative instruments for speculative purposes. We require that the hedges or derivative financial instruments be effective in managing the interest rate risk exposure that they are designated to hedge. This effectiveness is essential to qualify for hedge accounting. Hedges that meet these hedging criteria are formally designated as such at the inception of the contract. When the terms of an underlying transaction are modified, or when the underlying hedged item ceases to exist, resulting in some ineffectiveness, the change in the fair value of the derivative instrument will be included in earnings.
In connection with our $250.0 million unsecured term loan, we entered into three interest rate swaps in order to convert the variable LIBOR rate under the term loan to a fixed interest rate, providing us an effective weighted average fixed interest rate on the term loan of 2.62% per annum based on the current credit ratings of our unsecured senior notes. As of September 30, 2015, the fair value of our interest rate swaps was a liability of $4.4 million, which is included in accounts payable and accrued expenses in our condensed consolidated balance sheet. As of December 31, 2014, the fair value of one of our interest rate swaps consisted of an asset of $681,000, which is included in other assets in our condensed consolidated balance sheets, while the fair value of the two remaining interest rate swaps consisted of a liability of $952,000, which is included in accounts payable and accrued expenses in our condensed consolidated balance sheets.
In October 2015, we entered into a $50.0 million forward starting interest rate swap to mitigate the risk of interest rate volatility associated with new debt expected to be issued in 2016. The interest rate swap, which locks in the 10-year treasury rate and swap spread at a fixed rate of 2.12%, has been designated and qualified as a cash flow hedge.
Other Market Risks
As of September 30, 2015, we had no material exposure to any other market risks (including foreign currency exchange risk or commodity price risk). In making this determination and for purposes of the SEC's market risk disclosure requirements, we have estimated the fair value of our financial instruments as of September 30, 2015 based on pertinent information available to management as of that date. Although management is not aware of any factors that would significantly affect the estimated amounts as of September 30, 2015, future estimates of fair value and the amounts which may be paid or realized in the future may differ significantly from amounts presented.
ITEM 4.    CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information 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. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2015, our disclosure controls and procedures were effective at the reasonable assurance level such that the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

45

Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

46


PART II – OTHER INFORMATION
ITEM 1.   LEGAL PROCEEDINGS
We are not presently involved in any litigation nor, to our knowledge, is any litigation threatened against us that, in management's opinion, would result in a material adverse effect on our business, financial condition, results of operations or our cash flows.
ITEM 1A.   RISK FACTORS
Our Annual Report on Form 10-K for the year ended December 31, 2014, Part I – Item 1A, Risk Factors, describes important risk factors that could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this Form 10-Q or presented elsewhere by management from time to time. Except to the extent updated below or previously updated or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, "Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations"), there were no material changes in such risk factors.
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Not applicable.
(b) Not applicable.
(c) Issuer Purchases of Equity Securities.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(c)
 
 
 
 
 
 
(b)
 
Total Number
 
(d)
 
 
(a)
 
Average
 
of Shares
 
Maximum Number (or
 
 
Total Number
 
Price
 
Purchased as
 
Approximate Dollar
 
 
of Shares of
 
Paid per
 
Part of Publicly
 
Value) of Shares that
 
 
Common
 
Share of
 
Announced
 
May Yet be Purchased
 
 
Stock
 
Common
 
Plans or
 
Under the Plan or
Period
 
Purchased
 
Stock
 
Programs
 
Program
July 1, 2015 - July 31, 2015
 
1,131

(1) 
$
24.46

 
N/A
 
N/A
August 1, 2015 - August 31, 2015
 
—

 
$
—

 
N/A
 
N/A
September 1, 2015 - September 30, 2015
 
—

 
$
—

 
N/A
 
N/A
 
 
1,131

 
$
24.46

 
N/A
 
N/A
____________________________________ 
(1) Represents shares of common stock surrendered by employees to us to satisfy such employees' tax withholding obligations in connection with the vesting of restricted common stock.
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.   MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.   OTHER INFORMATION
None.

47


ITEM 6.   EXHIBITS
(a)
Exhibits

 
 
12.1
Ratio of Earnings to Fixed Charges
 
 
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101.INS
XBRL Instance Document
 
 
101.SCH
XBRL Taxonomy Extension Schema
 
 
101.CAL
XBRL Extension Calculation Linkbase
 
 
101.LAB
XBRL Extension Labels Linkbase
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase




48

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.
 
    
 
EQUITY ONE, INC.
 
Date:
November 9, 2015
/s/ Matthew Ostrower
 
Matthew Ostrower
Executive Vice President, Chief Financial Officer and Treasurer
 
(Principal Financial Officer)

    
 
Date:
November 9, 2015
/s/ Angela Valdes
 
Angela Valdes
Vice President and Chief Accounting Officer
 
(Principal Accounting Officer)

49

INDEX TO EXHIBITS
 
 
Exhibits
Description
 
 
12.1
Ratio of Earnings to Fixed Charges
 
 
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101.INS
XBRL Instance Document
 
 
101.SCH
XBRL Taxonomy Extension Schema
 
 
101.CAL
XBRL Extension Calculation Linkbase
 
 
101.LAB
XBRL Extension Labels Linkbase
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase
 








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