-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BbFaqvDZD4ahtxxSbzVLV5Lwf/mHrpB6fziah2Unkfn6US1o3ex/ERThtM7Vfymb XFl4z1cgBbcu8aK050dopw== 0000950144-07-003293.txt : 20070411 0000950144-07-003293.hdr.sgml : 20070411 20070411061910 ACCESSION NUMBER: 0000950144-07-003293 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070411 DATE AS OF CHANGE: 20070411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY ONE, INC. CENTRAL INDEX KEY: 0001042810 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521794271 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13499 FILM NUMBER: 07760095 BUSINESS ADDRESS: STREET 1: 1600 N E MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 BUSINESS PHONE: 305-947-1664 MAIL ADDRESS: STREET 1: 1600 N E MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY ONE INC DATE OF NAME CHANGE: 19970723 10-K/A 1 g06654e10vkza.htm EQUITY ONE, INC. Equity One, Inc.
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
     
x
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
   
 
  For the fiscal year ended December 31, 2006
 
   
 
  OR
 
   
o
  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.)
     
1600 N.E. Miami Gardens Drive, North Miami Beach, FL   33179
     
(Address of principal executive office)   (Zip code)
Registrant’s telephone number, including area code: (305) 947-1664
 
Securities registered pursuant to Section 12(b) of the Act:
     
Common Stock, $.01 Par Value   New York Stock Exchange
     
(Title of each class)   (Name of exchange on which registered)
None
Securities registered pursuant to Section 12(g) of the Act:
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
     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 x No o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
     Large accelerated filer x     Accelerated filer o     Non-accelerated filer 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 x
     As of June 30, 2006, the aggregate market value of the Common Stock held by non-affiliates of the Registrant was $759,339,672 based upon the last reported sale price of $20.90 per share on the New York Stock Exchange on such date.
     As of February 26, 2007, the number of outstanding shares of Common Stock, par value $.01 per share, of the Registrant was 73,711,503.
DOCUMENTS INCORPORATED BY REFERENCE
     Certain sections of the Registrant’s definitive Proxy Statement for the 2007 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.
 
 

 


 

Explanatory Note
     This Amendment No. 1 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2006 amends Exhibit 12.1, Ratio of Earnings to Fixed Charges. The previously filed Exhibit 12.1 contained computational errors relating to the information presented therein. Accordingly, Exhibit 12.1 is being re-filed to include the corrected calculations.
SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) 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.
         
     Date: April 10, 2007 EQUITY ONE, INC.
 
 
  By:   /s/ Gregory R. Andrews    
    Gregory R. Andrews   
    Executive Vice President and Chief Financial Officer   
 

 


 

INDEX TO EXHIBITS
     
EXHIBIT NO.   DESCRIPTION
 
   
12.1
  Ratio of Earnings to Fixed Charges
 
   
31.1
  Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
31.2
  Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
32.1
  Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

 

EX-12.1 2 g06654exv12w1.htm EX-12.1 RATIO OF EARNINGS TO FIXED CHARGES Ex-12.1 Ratio of Earnings to Fixed Charges
 

Exhibit 12.1
Equity One, Inc.
Ratio of Earnings to Fixed Charges
For the year ended December 31, 2006

(In thousands, except ratio computation)
                 
Income from Continuing Operations
          $ 57,023  
Adjustments:
               
Minority interest
    206          
Equity in income of unconsolidated joint ventures
    (1,650 )        
Fixed charges
    65,057          
Distributed income of equity investees
    3,308          
Capitalized interest
    (5,820 )     61,101  
Earnings, as defined
          $ 118,124  
 
             
Fixed Charges:
               
Interest expense
    54,458          
Capitalized interest
    5,820          
Amortization of debt premiums/discounts
    3,289          
Amortization of loan fees
    1,490       65,057  
 
             
Fixed Charges
          $ 65,057  
 
             
Ratio of earnings to fixed charges
            1.82  
 
             

 

EX-31.1 3 g06654exv31w1.htm EX-31.1 SECTION 302 CERTIFICATION OF CEO Ex-31.1 Section 302 Certification of CEO
 

Exhibit 31.1
CERTIFICATE OF CHIEF EXECUTIVE OFFICER
I, Jeffrey S. Olson, certify that:
1.   I have reviewed this Amendment No. 1 on Form 10-K/A to the annual report on Form 10-K of Equity One, Inc.;
 
2.   Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
 
4.   The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
  a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c.   Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this report based on such evaluation;
 
  d.   Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.   The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
  a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
 
  b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
     Date: April 10, 2007  /s/ JEFFREY S. OLSON    
  Jeffrey S. Olson   
  President and Chief Executive Officer
Principal Executive Officer 
 
 

 

EX-31.2 4 g06654exv31w2.htm EX-31.2 SECTION 302 CERTIFICATION OF CFO Ex-31.2 Section 302 Certification of CFO
 

Exhibit 31.2
CERTIFICATE OF CHIEF FINANCIAL OFFICER
I, Gregory R. Andrews, certify that:
1.   I have reviewed this Amendment No. 1 on Form 10-K/A to the annual report on Form 10-K of Equity One, Inc.;
 
2.   Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
 
4.   The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
  a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c.   Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this report based on such evaluation;
 
  d.   Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.   The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
  a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
 
  b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
     Date: April 10, 2007  /s/ GREGORY R. ANDREWS    
  Gregory R. Andrews    
  Executive Vice President and Chief Financial Officer Principal Financial Officer   
 

 

EX-32.1 5 g06654exv32w1.htm EX-32.1 SECTION 906 CERTIFICATION OF CEO AND CFO Ex-32.1 Section 906 Certification of CEO and CFO
 

EXHIBIT 32.1
CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
     Pursuant to 18 U.S.C. § 1350, as created by Section § 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of Equity One, Inc. (the “Company”) hereby certify, to such officers’ knowledge, that:
  (i)   The accompanying Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the year ended December 31, 2006 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
 
  (ii)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
     
     Date: April 10, 2007  /s/ JEFFREY S. OLSON    
  Jeffrey S. Olson   
  President and Chief Executive Officer   
 
         
     
     Date: April 10, 2007  /s/ GREGORY R. ANDREWS    
  Gregory R. Andrews   
  Executive Vice President and Chief Financial Officer   
 
     A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
     The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

 

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