8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported) November 5, 2004

Equity One, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-13499	52-1794271
(Commission File Number)	(IRS Employer Identification No.

 1696 NE Miami Gardens Drive

North Miami Beach, Florida 33179

(Address of Principal Executive Offices) (Zip Code)

(305) 947-1664

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

We are filing with this Current Report on Form 8-K, the historical statements of Revenues and Certain Operating Expenses for Westgate Marketplace and the Boston Properties for the year ended December 31, 2003 and the six months ended June 30, 2004 and pro forma financial information for Equity One, Inc. (the “Company”) for these periods.

During 2004, the Company has acquired the following properties (the “Acquired Properties”):

Pavillion Shopping Center

On February 4, 2004, the Company acquired Pavillion Shopping Center, an approximately 161,000 square foot shopping center located in Naples, Florida from an unrelated third party in an arms length transaction. The property was acquired for cash of approximately $24.2 million. The Company funded the cash from funds on hand and borrowings under our existing credit facility.

Village Center at Southlake

On March 24, 2004, the Company acquired Village Center at Southlake, an approximately 118,000 square foot retail property located in Southland, Texas, from an unrelated third party in an arms length transaction. The property was acquired for cash of approximately $17.5 million. The Company funded the cash from funds on hand and borrowings under our revolving credit facility.

Creekside Plaza

On March 24, 2004, the Company acquired Creekside Plaza, an approximately 101,000 square foot shopping center located in Arlington, Texas, from an unrelated third party in an arms length transaction. The property was acquired for cash of approximately $14.0 million. The Company funded the cash from funds on hand and borrowings under our existing credit facilities.

Sparkleberry Square

On March 31, 2004, the Company acquired Sparkleberry Square, an approximately 339,000 square foot shopping center located in Columbia, South Carolina, from an unrelated third party in an arms length transaction. The property was acquired for approximately $45.2 million, consisting of $30.3 million in cash and the assumption of $14.9 million of  fixed rate mortgages. The cash component of the purchase was funded from funds on hand and borrowings under our existing revolving credit facility. The interest rate on the fixed rate mortgages is 6.17% and 6.75% per annum.

Venice Shopping Center

On March 31, 2004, the Company acquired Venice Shopping Center, an approximately 112,000 square foot shopping center located in Venice, Florida, from an unrelated third party in an arms length transaction. The property was acquired for approximately $6.5 million. The cash component of the purchase was funded from funds on hand and borrowings under our existing revolving credit facility.

Windy Hill Shopping Center

On April 8, 2004, the Company acquired Windy Hill Shopping Center, an approximately 64,000 square foot shopping center located in North Myrtle Beach, South Carolina, from an unrelated third party in an arms length transaction. The property was acquired for cash of approximately $2.9 million. The Company funded the cash from funds on hand and borrowings under our existing credit facility.

Medical & Merchants at San Pablo

On May 27, 2004, the Company acquired Medical & Merchants at San Pablo, an approximately 153,000 square foot shopping center located in Jacksonville, Florida from an unrelated third party in an arms length transaction. The property was acquired for cash of approximately $22.0 million. The Company funded the cash from funds on hand and borrowings under our existing credit facility.

Westgate Marketplace

On June 2, 2004, the Company acquired Westgate Marketplace, an approximately 298,000 square foot shopping center located in Houston, Texas, from an unrelated third party in an arms length transaction. The property was acquired for approximately $47.1 million, consisting of $17.2 million in cash and the assumption of a $29.9 million fixed rate mortgage. The cash component was funded from funds on hand and borrowings under our existing credit facility.  The interest rate on teh fixed rate mortage is 4.88% per annum.

Boston Properties

On October 7, 2004, the Company acquired a portfolio of 6 properties located in and around Boston, Massachusetts (collectively, the “Boston Properties”) aggregating 391,000 square feet from an unrelated third party in an arms length transaction. The properties were acquired for approximately $119.8 million, consisting of $107.7 million in cash and the assumption of a $12.1 million fixed rate mortgage. The cash component was funded from funds on hand and borrowings under our existing revolving credit facility. The interest rate on the fixed rate mortgage is 8.69% per annum.

In evaluating a potential acquisition and determining the appropriate amount of consideration to be paid for a property, we considered a variety of factors, including overall valuation of net rental income, location, demographics, tenant mix, quality of tenants, length of leases, price per square foot, occupancy and the overall rental rates at the shopping center to market rates. We believe that these properties are well located, have acceptable roadway access, attract high-quality tenants, and are well maintained. The properties will be subject to competition from similar shopping centers within their market area, and the economic performance could be affected by changes in local economic conditions. Separate independent appraisals were not obtained in connection with the acquisitions. The Company, after investigation of the properties, is not aware of any material factors, that would cause the financial information reported, where available, to not be necessarily indicative of future operating results.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a)   Financial statements of business acquired:

(3) Financial Statements specified by Rule 3-14 of Regulation S-X

(b)   Pro Forma financial information

Exhibit Name

23.1   Consent of Independent Registered Public Accounting Firm

23.2   Consent of Independent Registered Public Accounting Firm

99.1   Statement of Revenues and Certain Operating Expenses of Westgate Marketplace.

99.2   Statement of Revenues and Certain Operating Expenses of the Boston Properties.

99.3   Unaudited Consolidated Pro Forma Financial Information

SIGNATURE

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 hereunto duly authorized.

Dated:   November 5, 2004	EQUITY ONE, INC.
	By: /s/ Howard Sipzner
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Document

23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Independent Registered Public Accounting Firm
99.1	Statement of Revenues and Certain Operating Expenses of Westgate Marketplace
99.2	Statement of Revenues and Certain Operating Expenses of the Boston Properties
99.3	Unaudited Consolidated Pro Forma Financial Information

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-81216, 333-98775 and 333-106909 of Equity One, Inc. on Forms S-3, and in Registration Statement Nos. 333-99577, 333-103368 and 333-118347 of Equity One, Inc. on Forms S-8, of our report dated October 22, 2004, on the Statement of Revenues and Certain Operating Expenses of Westgate Marketplace for the year ended December 31, 2003, appearing in this Current Report on Form 8-K of Equity One, Inc. dated November 5, 2004

Deloitte & Touche LLP

Miami, Florida                        

November 5, 2004

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-81216, 333-98775 and 333-106909 of Equity One, Inc. on Forms S-3 and in Registration Statement Nos. 333-99577, 333-103368 and 333-118347of Equity One, Inc. on Forms S-8, of our report dated October 22, 2004, on the Statement of Revenues and Certain Operating Expenses of the Boston Properties for the year ended December 31, 2003, appearing in this Current Report on Form 8-K of Equity One, Inc. dated November 5, 2004.

Deloitte & Touche LLP

Miami, Florida                        

November 5, 2004

EX-99.1

Exhibit 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors of Equity One, Inc.

North Miami Beach, Florida:

We have audited the accompanying statement of revenues and certain operating expenses (the “Statement”) of Westgate Marketplace (the “Property”) for the year ended December 31, 2003. This Statement is the responsibility of the management of Equity One, Inc. (the “Company”). Our responsibility is to express an opinion on the Statement based on our audit.

We conducted our audit in accordance with standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Statement. We believe that our audit provides a reasonable basis for our opinion.

The accompanying Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the filing of a Form 8-K of the Company) as described in Note 1 to the Statement, and is not intended to be a complete presentation of the Property’s revenues and expenses.

In our opinion, such Statement presents fairly, in all material respects, the revenues and certain operating expenses described in Note 1 to the statement of revenues and certain operating expenses for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Certified Public Accountants

Miami, Florida                        

October 22, 2004

WESTGATE MARKETPLACE

STATEMENT OF REVENUES

AND CERTAIN OPERATING EXPENSES

(Amounts in thousands)

	Six Months Ended June 30, 2004 (unaudited)		Year Ended December 31, 2003
REVENUES:
Minimum rental	$	1,716	$	3,316
Expense recoveries		420		952
Total revenues		2,136		4,268
CERTAIN OPERATING EXPENSES:
Real estate taxes		296		535
Maintenance and repairs		55		43
Utilities		36		63
Insurance		42		83
Other operating		122		289
Total certain operating expenses		551		1,013
EXCESS OF REVENUES OVER CERTAIN OPERATING EXPENSES	$	1,585	$	3,255
See accompanying notes to the statement of revenues and certain operating expenses.

WESTGATE MARKETPLACE

NOTES TO STATEMENT OF REVENUES

AND CERTAIN OPERATING EXPENSES

(Amounts in thousands)

1. ORGANIZATION AND BASIS FOR PRESENTATION

The accompanying statement of revenues and certain operating expenses (the “Statement”) relate to Westgate Marketplace (the “Property”), an approximately 298,000 square foot shopping center located in Houston, Texas. The Property was acquired effective June 2, 2004 by Equity One, Inc. (the “Company”). The Property was acquired for approximately $47.1 million, consisting of cash of $17.2 million and the assumption of a $29.9 million fixed rate mortgage.  The interest rate on the mortgage is 4.88% per annum. The cash consideration was funded from cash on hand and the Company’s existing revolving credit facility.

The Statement is prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, the Statement is not representative of the actual operations of the Property for the periods presented as certain operating expenses, which may not be comparable to the operating expenses expected to be incurred in future operations of the Property, have been excluded. Such items include depreciation, amortization, interest expense, and interest income.

The results of operations for the six-month period ended June 30, 2004 are not necessarily indicative of the results that may be expected for the full year.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION

Revenues comprise minimum rents, expense reimbursements and percentage rent payments. Rental income is recognized as earned. Expense reimbursements are recognized in the period that the applicable costs are incurred. The Property accounts for these leases as operating leases as the Property has retained substantially all risks and benefits of property ownership.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The results of operations for the six-month period ended June 30, 2004 are not necessarily indicative of the results that may be expected for the full year.

WESTGATE MARKETPLACE 

NOTES TO STATEMENT OF REVENUES

AND CERTAIN OPERATING EXPENSES

(Amounts in thousands)

3. LEASING ACTIVITIES

The Property has noncancellable operating leases with tenants requiring monthly payments of specified minimum rent. A majority of the leases require reimbursement by the tenant of substantially all operating expenses of the Property. Future minimum rental commitments under the noncancellable operating leases at December 31, 2003 are as follows:

Year Ending December 31,
2004	$	3,465
2005		3,469
2006		3,197
2007		2,956
2008		2,815
Thereafter		21,085
	$	36,987

EX-99.2

Exhibit 99.2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors of Equity One, Inc.

North Miami Beach, Florida:

We have audited the accompanying statement of revenues and certain operating expenses (the “Statement”) of the Boston Properties (the “Properties”) for the year ended December 31, 2003. This Statement is the responsibility of the management of Equity One, Inc. (the “Company”). Our responsibility is to express an opinion on the Statement based on our audit.

We conducted our audit in accordance with standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Statement. We believe that our audit provides a reasonable basis for our opinion.

The accompanying Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the filing of a Form 8-K of the Company) as, described in Note 1 to the Statement, and is not intended to be a complete presentation of the Properties revenues and expenses.

In our opinion, such Statement presents fairly, in all material respects, the revenues and certain operating expenses described in Note 1 to the statement of revenues and certain operating expenses for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Certified Public Accountants

Miami, Florida                        

October 22, 2004

BOSTON PROPERTIES

STATEMENT OF REVENUES

AND CERTAIN OPERATING EXPENSES

(Amounts in thousands)

	Six Months Ended June 30, 2004 (unaudited)		Year Ended December 31, 2003
REVENUES:
Minimum rental	$	3,677		7,362
Expense recoveries		36		109
Total revenues		3,713		7,471
CERTAIN OPERATING EXPENSES:
Real estate taxes		16		32
Maintenance and repairs		12		51
Utilities		3		10
Insurance		-		4
Other operating		5		13
Total certain operating expenses		36		110
EXCESS OF REVENUES OVER CERTAIN OPERATING EXPENSES	$	3,677	$	7,361
See accompanying notes to the statement of revenues and certain operating expenses.

BOSTON PROPERTIES

NOTES TO STATEMENT OF REVENUES

AND CERTAIN OPERATING EXPENSES

(Amounts in thousands)

1. ORGANIZATION AND BASIS FOR PRESENTATION

The accompanying statement of revenues and certain operating expenses (the “Statement”) relate to a portfolio of six properties located in and around Boston, Massachusetts (the “Boston Properties”), aggregating approximately 391,000 square feet. The Boston Properties were acquired effective October 7, 2004 by Equity One, Inc. (the “Company”). The properties were acquired for approximately $119.8 million, consisting of approximately $107.7 million in cash and the assumption of a $12.1 million fixed rate mortgage. The interest rate on the fixed rate mortgage is 8.69% per annum. The cash consideration was funded from cash on hand and the Company’s existing revolving credit facility. 

The Statement is prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, the Statement is not representative of the actual operations to the Boston Properties for the periods presented as certain operating expenses, which may not be comparable to the operating expenses expected to be incurred in future operations to the Boston Properties, have been excluded. Such items include depreciation, amortization, interest expense, and interest income. 

The results of operations for the six-month period ended June 30, 2004 are not necessarily indicative of the results that may be expected for the full year.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION

Revenue comprise minimum rents and expense reimbursements. Rental income is recognized as earned. Expense reimbursements are recognized in the period that the applicable costs are incurred. The Boston Properties accounts for these leases as operating leases as to the Boston Properties has retained substantially all risks and benefits of property ownership.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The results of operations for the six-month period ended June 30, 2004 are not necessarily indicative of the results that may be expected for the full year.

BOSTON PROPERTIES

NOTES TO STATEMENT OF REVENUES

AND CERTAIN OPERATING EXPENSES

(Amounts in thousands)

3. LEASING ACTIVITIES

The Boston Properties have noncancellable operating leases with tenants requiring monthly payments of specified minimum rent. The leases require reimbursement by the tenant of substantially all operating expenses of the Boston Properties. Future minimum rental commitments under the noncancellable operating leases at December 31, 2003 are as follows:

Year Ending December 31,
2004	$	7,314
2005		7,519
2006		8,153
2007		8,307
2008		8,380
Thereafter		62,284
	$	101,957

EX-99.3

Exhibit 99.3

EQUITY ONE, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS

Management has prepared the following unaudited consolidated pro forma financial statements which are based on the historical consolidated financial statements of Equity One, Inc. and subsidiaries (the “Company”) and adjusted to give effect to the acquisitions of Pavilion Shopping Center, Village Center at Southlake, Creekside Plaza, Sparkleberry Square, Venice Shopping Center, Windy Hill Shopping Center, Medical & Merchants at San Pablo, Westgate Marketplace and the Boston Properties (collectively the “Acquired Properties”).

The unaudited consolidated pro forma balance sheet at June 30, 2004 has been prepared to reflect the subsequent acquisition of the Boston Properties as if the acquisition had occurred on June 30, 2004. The unaudited consolidated pro forma statements of operations for the year ended December 31, 2003 and the six months ended June 30, 2004 have been prepared to present the results of operations of the Company as if the acquisition of the Acquired Properties had occurred at the beginning of the periods presented.

The unaudited consolidated pro forma financial statements neither purport to represent what the consolidated results of operations actually would have been had the Acquired Properties and related transactions occurred at the beginning of the periods presented, nor does it purport to project the consolidated operations for any future period.

The following unaudited consolidated pro forma financial statements should be read in conjunction with the 2003 Consolidated Financial Statements and the Notes thereto that are included in the Company’s Annual Report on Form 10-K filed on March 15, 2004, the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2004, and the Statements of Revenues and Certain Operating Expenses and related Notes thereto included elsewhere in this Form 8-K. In the Company’s opinion, all significant adjustments necessary to reflect the effects of the Acquired Properties have been made.

EQUITY ONE, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEET

AS OF JUNE 30, 2004

(Amounts in thousands)

	Historical (A)			Pro Forma Adjustments (B)			Pro Forma Consolidated
ASSETS
PROPERTIES:
Income producing	$	1,780,145		$	119,800		$	1,899,945
Less: accumulated depreciation		(78,492	)		-			(78,492	)
		1,701,653			119,800			1,821,453
Construction in progress and land held for development		38,803			-			38,803
Properties held for sale		44,185			-			44,185
Properties, net		1,784,641			119,800			1,904,441
CASH AND CASH EQUIVALENTS		-			-			-
CASH HELD IN ESCROW		5,814			(5,814	)		-
ACCOUNTS AND OTHER RECEIVABLES, NET		9,403			-			9,403
-
SECURITIES AVAILABLE FOR SALE		18,287			-			18,287
INVESTMENTS IN AND ADVANCES TO JOINT VENTURES		2,833			-			2,833
GOODWILL		14,477			-			14,477
OTHER ASSETS		44,125			-			44,125
TOTAL	$	1,879,580		$	113,986		$	1,993,566
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
NOTES PAYABLE
Mortgage notes payable	$	497,741		$	12,092		$	509,833
Unsecured revolving credit facilities		80,541			100,594			181,135
Unsecured senior notes payable		350,000			-			350,000
Margin payable for securities available for sale		11,075			-			11,075
		939,357			112,686			1,052,043
Unamortized net premium on notes payable		21,585			1,300			22,885
Total notes payable		960,942			113,986			1,074,928
OTHER LIABILITIES
Accounts payable and accrued expenses		39,638			-			39,638
Tenant security deposits		8,358			-			8,358
Other liabilities		4,196			-			4,196
Total liabilities		1,013,134			113,986			1,127,120
MINORITY INTEREST		12,400			-			12,400
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value - 10,000 shares authorized but unissued		-			-			-
Common stock, $0.01 par value - 100,000 shares authorized, 70,755 shares issued and outstanding		708			-			708
Additional paid-in capital		867,154			-			867,154
Retained earnings		-			-			-
Accumulated other comprehensive gain		(4,970	)		-			(4,970	)
Unamortized restricted stock compensation		(8,258	)		-			(8,258	)
Notes receivable from issuance of common stock		(588	)		-			(588	)
Total stockholders’ equity		854,046			-			854,046
TOTAL	$	1,879,580		$	113,986		$	1,993,566

See accompanying notes to unaudited consolidated pro forma balance sheet.

EQUITY ONE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEET

AS OF JUNE 30, 2004

(Amounts in thousands)

A)   Reflects the Company’s unaudited historical consolidated balance sheet as of June 30, 2004. The historical balance sheet for the Company includes all of the Acquired Properties except the Boston Properties.

B)   Represents management’s estimate of the allocation of the Company’s aggregate purchase price and closing costs for the acquisitions of the Boston Properties, totaling $119,800. Based on management’s preliminary analysis, no significant intangibles were acquired in connection with the Boston Properties.

Represents assumption of a mortgage note of $12,092 related to the Boston Properties, bearing a fixed interest rate of 8.69%, maturing in February 2016. The fair value adjustment results in a premium on the note of $1,300, to be amortized over the remaining term of the loan. Also, represents additional borrowings on the Company’s revolving credit facility of $100,594, and the utilization of the proceeds in escrow.

EQUITY ONE, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2004

(Amounts in thousands except per share amounts)

	Historical (A)			Acquired Properties (B)			Pro Forma Consolidated (C)
RENTAL INCOME:
Minimum rents	$	84,615		$	7,556		$	92,171
Expense recoveries		22,871			1,048			23,919
Percentage rent payments		1,617			-			1,617
Termination fees		407			-			407
Total rental revenue		109,510			8,604			118,114
COSTS AND EXPENSES:
Property operating expenses		28,387			1,368			29,755
Rental property depreciation and amortization		17,010			1,681			18,691
General and administrative expenses		7,261			-			7,261
Total costs and expenses		52,658			3,049			55,707
INCOME BEFORE OTHER INCOME & EXPENSES, DISCONTINUED OPERATIONS AND MINORITY INTEREST		56,852			5,555			62,407
OTHER INCOME AND EXPENSES:
Interest expense		(21,984	)		(4,638	)		(26,622	)
Amortization of deferred financing fees		(610	)		-			(610	)
Investment income		402			-			402
Other income		123			-			123
Equity in loss of joint ventures		(28	)		-			(28	)
INCOME FROM CONTINUING OPERATIONS	$	34,755		$	917		$	35,672
EARNINGS PER SHARE:
BASIC EARNINGS PER SHARE
Income from continuing operations	$	0.50					$	0.51
NUMBER OF SHARES USED IN COMPUTING BASIC EARNINGS PER SHARE		69,413						69,413
DILUTED EARNINGS PER SHARE
Income from continuing operations	$	0.49					$	0.50
NUMBER OF SHARES USED IN COMPUTING DILUTED EARNINGS PER SHARE		71,211						71,211

   See accompanying notes to unaudited consolidated pro forma statement of operations.

EQUITY ONE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2004

(Amounts in thousands except per share amounts)

A)   Represents the Company’s unaudited historical consolidated statement of operations for the six months ended June 30, 2004, including the results of operations for Pavilion Shopping Center, Village Center at Southlake, Creekside Plaza, Sparkleberry Square, Venice Shopping Center, Windy Hill Shopping Center, Medical & Merchants at San Pablo, and Westgate Marketplace from the date of acquisition through June 30, 2004.

B)   Represents the unaudited statement of revenues and certain operating expenses for the Acquired Properties for the six months ended June 30, 2004 (excluding the operations included in the historical results of the Company), including the pro forma adjustments detailed below:

(1)   Depreciation and amortization expenses totaling $1,681 based on the allocation of the purchase price and closing costs to building and improvements based on estimated useful lives of 40 years. No significant intangibles were acquired in connection with the acquisitions.

(2)   Additional interest expense totaling $4,638, assumes the borrowing of $241,882 on the revolving credit facility at a rate of 2.08% (the Company’s effective borrowing rate for the period) and amortization of interest premium or discount relating to the assumption of mortgage notes on purchase of the Acquired Properties.

C)   Represents the Company’s consolidated pro forma statement of operations including pro forma basic and diluted earnings per share from continuing operations as well as the pro forma weighted average shares outstanding for the six months ended June 30, 2004.

EQUITY ONE, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2003

(Amounts in thousands except per share amounts)

	Historical (A)			Acquired Properties (B)			Pro Forma Consolidated (C)
RENTAL INCOME:
Minimum rental	$	144,997		$	20,110		$	165,107
Expense recoveries		41,740			2,654			44,394
Termination fees		1,382			66			1,448
Percentage rent payments		1,857			427			2,284
Total rental revenue		189,976			23,257			213,233
COSTS AND EXPENSES:
Property operating expenses		54,866			4,631			59,497
Rental property depreciation and amortization		27,598			4,684			32,282
General and administrative expenses		11,046			-			11,046
Total costs and expenses		93,510			9,315			102,825
INCOME BEFORE OTHER INCOME AND EXPENSES, DISCONTINUED OPERATIONS AND MINORITY INTEREST		96,466			13,942			110,408
OTHER INCOME AND EXPENSES:
Interest Expense		(37,826	)		(11,412	)		(49,238	)
Amortization of deferred financing fees		(1,111	)		-			(1,111	)
Investment income		1,089			-			1,089
Other income		687			-			687
Equity in loss of joint ventures		(126	)		-			(126	)
Loss on extinguishment of debt		(623	)		-			(623	)
INCOME FROM CONTINUING OPERATIONS	$	58,556		$	2,530		$	61,086
EARNINGS PER SHARE:
BASIC EARNINGS PER SHARE
Income from continuing operations	$	0.96					$	1.00
NUMBER OF SHARES USED IN COMPUTING BASIC EARNINGS PER SHARE		59,998						59,998
DILUTED EARNINGS PER SHARE
Income from continuing operations	$	0.95					$	0.99
NUMBER OF SHARES USED IN COMPUTING DILUTED EARNINGS PER SHARE		61,665						61,665

See accompanying notes to unaudited consolidated pro forma statement of operations.

EQUITY ONE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2003

(Amounts in thousands except per share amounts)

A)   Represents the Company's unaudited historical consolidated statement of operations for the year ended December 31, 2003.

B)   Represents the unaudited statement of revenues and certain operating expenses for the Acquired Properties for the year ended December 31, 2003, including the pro forma adjustments detailed below:

(1)   Depreciation and amortization expenses totaling $4,684 based on the allocation of the purchase price and closing costs to building and improvements based on estimated useful lives of 40 years. No significant intangibles were acquired in connection with the acquisitions.

(2)   Additional interest expense totaling $11,412, assumes the borrowing up to $241,882 on the revolving credit facility at a rate of 2.18% (the Company’s effective borrowing rate for the period), interest on the assumption of mortgage notes payable and amortization of interest premium or discount relating to the assumption of mortgage notes on the purchase of the Acquired Properties.

D)   Represents the Company's consolidated pro forma statement of operations including pro forma basic and diluted earnings per share from continuing operations as well as the pro forma weighted average shares outstanding for the year ended December 31, 2003.