EX-99.2 3 ex99_2.htm EXHIBIT 99.2 Exhibit 99.2

EXHIBIT 99.2
EQUITY ONE, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEET
AS OF DECEMBER 31, 2005
(In thousands, except per share amounts)

   
Historical
(A)
  
JV Trans- action
(B)
  
Other Transactions
(C)
  
Use of Proceeds
(D)
  
Pro Forma Consolidated
  
ASSETS
                      
PROPERTIES:
                      
Income producing
  
$
1,661,243
    
-
  
$
83,670
    
-
  
$
1,744,913
  
Less: accumulated depreciation
    
(111,031
)
  
-
    
-
    
-
    
(111,031
)
Income producing property, net
    
1,550,212
    
-
    
83,670
    
-
    
1,633,882
  
Construction in progress and land held for
development
    
64,202
    
-
    
25,044
    
-
    
89,246
  
Properties held for sale
    
282,091
  
$
(272,711
)
  
-
    
-
    
9,380
  
Properties, net
    
1,896,505
    
(272,711
)
  
108,714
    
-
    
1,732,508
  
CASH AND CASH EQUIVALENTS
    
102
    
258,101
    
-
  
$
(229,010
)
  
29,193
  
CASH HELD IN ESCROW
    
-
    
50,555
    
-
    
-
    
50,555
  
ACCOUNTS AND OTHER RECEIVABLES, NET
    
17,600
    
-
    
-
    
-
    
17,600
  
SECURITIES
    
67,588
    
-
    
25,953
    
-
    
93,541
  
INVESTMENTS IN JOINT VENTURES
    
-
    
-
    
-
    
-
    
-
  
GOODWILL
   
12,013
    
-
    
-
    
-
    
12,013
  
OTHER ASSETS
    
58,225
    
-
    
1,206
    
-
    
59,431
  
TOTAL
  
$
2,052,033
  
$
35,945
  
$
135,873
  
$
(229,010
)
$
1,994,841
  
                                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
                                
                                 
LIABILITIES:
                                
NOTES PAYABLE
                                
Mortgage notes payable
  
$
392,480
    
-
  
$
(11,273
)
  
-
  
$
381,207
  
Mortgage notes payable related to property held for sale
    
54,445
  
$
(54,445
)
  
-
    
-
    
-
  
Unsecured revolving credit facilities
    
93,165
    
-
    
22,236
  
$
(115,401
)
  
-
  
Unsecured senior notes payable
    
465,404
    
-
    
125,000
    
-
    
590,404
  
     
1,005,494
    
(54,445
)
  
135,963
    
(115,401
)
  
971,611
  
Unamortized premium on notes payable
    
15,830
    
-
    
(775
)
  
-
    
15,055
  
Total notes payable
    
1,021,324
    
(54,445
)
  
135,188
    
(115,401
)
  
986,666
  
                                 
OTHER LIABILITIES
                                
Accounts payable and accrued expenses
    
40,161
    
(1,712
)
  
481
    
-
    
38,930
  
Tenant security deposits
    
9,561
    
(1,350
)
  
204
    
-
    
8,415
  
Other liabilities
    
6,833
    
4,526
    
-
    
-
    
11,359
  
Total liabilities
    
1,077,879
    
(52,981
)
  
135, 873
    
(115,401
)
  
1,045,370
  
                                 
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES
    
1,425
    
-
    
-
    
-
    
1,425
  
                                 
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, 75,409 shares issued and outstanding
    
754
    
-
    
-
    
-
    
754
  
Additional paid-in capital
    
955,378
    
-
    
-
    
-
    
955,378
  
Retained earnings
    
22,950
    
88,926
    
-
    
(113,609
)
  
(1,733
)
Accumulated other comprehensive gain
    
3,404
    
-
    
-
    
-
    
3,404
  
Unamortized restricted stock compensation
    
(9,692
)
  
-
    
-
    
-
    
(9,692
)
Notes receivable from issuance of common stock
    
(65
)
  
-
    
-
    
-
    
(65
)
Total stockholders’ equity
    
972,729
    
88,926
    
-
    
(113,609
)
  
948,046
  
TOTAL
  
$
2,052,033
  
$
35,945
  
$
135,873
  
$
(229,010
)
$
1,994,841
  
 
2

EQUITY ONE, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2005
(In thousands, except per share amounts)
 
   
Historical
(A)
  
JV Transaction
(B)
  
Other Trans-actions
(C)
  
Use of Proceeds
(D)
  
Pro Forma Consolidated
  
                       
RENTAL INCOME:
                      
Minimum rents
  
$
191,634
  
$
(30,687
)
$
7,943
  
$
-
  
$
168,890
  
Expense recoveries
    
54,643
    
(10,162
)
  
3,845
    
-
    
48,326
  
Termination fees
    
4,940
    
(102
)
  
-
    
-
    
4,838
  
Percentage rent payments
    
1,747
    
(30
)
  
-
    
-
    
1,717
  
Total rental revenue
    
252,964
    
(40,981
)
  
11,788
    
-
    
223,771
  
                                 
COSTS AND EXPENSES::
                                
Property operating expenses
    
66,818
    
(12,412
)
  
4,547
    
-
    
58,953
  
Rental property depreciation and amortization
    
43,162
    
(7,919
)
  
4,762
    
-
    
40,005
  
General and administrative expenses
    
17,281
    
-
    
-
    
-
    
17,281
  
Total costs and expenses
    
127,261
    
(20,331
)
  
9,309
    
-
    
116,239
  
                                 
INCOME BEFORE OTHER INCOME & EXPENSES, DISCOUNTED OPERATIONS AND MINORITY INTEREST
    
125,703
    
(20,650
)
  
2,479
    
-
    
107,532
  
                                 
OTHER INCOME AND EXPENSES:
                                
                                 
Interest expense
    
(51,750
)
  
3,955
    
(6,669
)
$
4,459
    
(50,005
)
Amortization of deferred financing fees
    
(1,512
)
  
58
    
(115
)
  
-
    
(1,569
)
Investment income
    
7,941
    
-
    
4,182
    
-
    
12,123
  
Equity in income of joint ventures
    
-
    
(279
)
  
-
    
-
    
(279
)
Other income
    
498
    
630
    
-
    
-
    
1,128
  
INCOME BEFORE MINORITY INTEREST AND DISCONTINUED OPERATIONS
    
80,880
    
(16,286
)
  
(123
)
  
4,459
    
68,930
  
                                 
                                 
                                 
MINORITY INTEREST
    
(188
)
  
-
    
-
    
-
    
(188
)
                                 
INCOME FROM CONTINUING OPERATIONS
  
$
80,692
  
$
(16,286
)
$
(123
)
$
4,459
  
$
68,742
  
                                 
EARNINGS PER SHARE:
                                
                                 
BASIC EARNINGS PER SHARE
                                
Income from continuing operations
  
$
1.10
                    
$
0.93
  
                                 
NUMBER OF SHARES USED IN COMPUTING BASIC EARNINGS PER SHARE
    
73,840
                      
73,840
  
                                 
DILUTED EARNINGS PER SHARE
                                
Income from continuing operations
  
$
1.08
                    
$
0.92
  
                                 
NUMBER OF SHARES USED IN COMPUTING DILUTED EARNINGS PER SHARE
    
74,790
                      
74,790
  
 
3

Equity One Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements

Note 1. Presentation

On April 25, 2006, certain subsidiaries of Equity One, Inc. (“Equity One” or the “Company”) completed a disposition of twenty-nine Texas community and neighborhood shopping centers (the “Properties”) pursuant to a Contribution and Sale Agreement (the “Contribution Agreement”) with Texas Retail, LLC, an affiliate of Investcorp International Realty, Inc. (“Investcorp”) in which the Company agreed to sell or contribute the Properties to EQYInvest Texas, LLC, a Delaware limited liability company (the “JV”). In consideration for the sale, Equity One realized net proceeds of approximately $308.7 million, including adjustments for the Company’s equity interest in the JV, the repayment of $54.4 million of mortgage notes, settlement of certain liabilities related to the Properties and transaction costs, and has received a 20% interest in the JV. The JV acquired the Properties for a total consideration of approximately $387.2 million. Contemporaneously with the closing and in order to fund a portion of the cash consideration, the JV obtained financing in an aggregate amount of approximately $312.2 million which was secured by a mortgage interest in the Properties. The Company will not receive any contingent consideration for the sale. The Company has guaranteed the JV an operating return based on certain predetermined targets for the first twelve months following the sale, which will require the Company to pay to the JV an amount of up to $2.0 million in the event that the JV does not achieve its targeted operating returns, and has agreed to fund remaining construction costs to complete various projects in an amount up to $2.5 million. The maximum exposure of the guarantees by the Company is included as a deferred gain and such amounts will be recognized as additional gain in future periods by the Company to the extent not drawn.

In addition, at the closing of the Contribution Agreement, an affiliate of the Company entered into a Management Agreement (the “Management Agreement”) pursuant to which the Company will also be responsible for the management and leasing the Properties on behalf of the JV (the closing of the contribution and sale of the Properties, the closing of the financing transaction, the execution of the Management Agreement and the other related transactions are referred to herein as the “JV Transaction”).

The Company has used a portion of the net proceeds to pay down the outstanding balance on the Company’s revolving credit facility. In addition, the Company expects to pay a special cash distribution of up to $1.50 per share of common stock to its stockholders, subject to the approval of its board of directors

Certain other significant capital transactions were completed during the period ended March 31, 2006, including (i) the acquisition by the Company of three shopping centers (collectively, the “Acquisitions”), (ii) the public offering of $125.0 million principal amount of 6% unsecured senior notes maturing in September 2016 (the “Debt Offering”), (iii) the additional acquisition of approximately 1.191 million shares of DIM Vastgoed N.V., and (iv) the repayment of $11.3 million of mortgage notes payable. These transactions are significant to the understanding of the Company’s current financial position and operations (collectively, “Other Transactions”).

The preceding Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2005, presents the historical amounts for the Company, adjusted for the effects of the JV Transaction and Other Transactions, as if such transactions took place on December 31, 2005.
 
4
 
The Unaudited Pro Forma Consolidated Balance Sheet is unaudited and is not necessarily indicative of what the actual financial position of the Company would have been had the JV Transaction and Other Transactions actually occurred on December 31, 2005, nor does it purport to represent the future financial position of the Company.
 
The preceding Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2005, presents the historical amounts for the Company, adjusted for the effects of the JV Transaction and Other Transactions, as if such transactions had occurred at the beginning of the period.
 
The Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2005, is unaudited and is not necessarily indicative of what the actual financial position of the Company would have been had the JV Transaction and Other Transactions actually occurred at the beginning of the period, nor does it purport to represent the future financial position of the Company.
 
Note 2. Unaudited Pro Forma Consolidated Balance Sheet Assumptions

 
A)
Reflects the Company’s consolidated balance sheet as of December 31, 2005, as contained in the historical financial statements and notes thereto presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
 
 
B)
Represents management’s estimate of the adjustments to reflect the JV Transaction as follows:

 
1.
Properties held for sale represents the sale and contribution of the Properties, net of accumulated depreciation, to the JV.
 
 
2.
Cash and cash equivalents represents the net proceeds received by the Company from the JV Transaction, including adjustment for the Company’s equity interest in the JV, the repayment of mortgage notes, the settlement of certain liabilities related to the Properties and transaction costs.
 
 
3.
Cash held in escrow represents proceeds escrowed in anticipation of the execution of non-recognition of gain from exchanges under Section 1031 of the Internal Revenue Code.
 
 
4.
Mortgage notes payable related to properties held for sale represents the repayment of the mortgage notes secured by the Properties upon completion of the JV Transaction.
 
 
5.
Accounts payable and accrued expenses and tenant security deposits represents the settlement of certain liabilities relating to the Properties upon completion of the JV Transaction.
 
 
6.
Other liabilities represents deferred gain related to the Company’s guarantee on the return to the JV on its investment for a 12-month period, not to exceed $2.0 million, and the funding of future construction costs of up to $2.5 million. The maximum exposure of the guarantees by the Company is included as a deferred gain and such amounts will be recognized as additional gain in future periods by the Company to the extent not drawn.

5
 
 
7.
Stockholders’ equity represents the estimated gain on sale to be recognized by the Company upon completion of the JV Transaction, excluding the deferred gain on the guarantees by the Company.

 
C)
Represents management’s estimate of the adjustments to reflect the Other Transactions as follows:

 
1.
Properties represent the acquisition costs incurred by the Company for the Acquisitions. Other liabilities are amounts assumed on the purchase of the properties, including real estate taxes and tenant security deposits.
 
 
2.
Securities represents the additional acquisition costs of approximately $24.6 million on the purchase of an additional 1.191 million shares of DIM Vastgoed N.V and the related adjustment to fair value of $1.3 million.
 
 
3.
Mortgage notes payable represents the repayment of $11.3 million of mortgage notes payable.
 
 
4.
Unsecured senior notes represents the public offering of $125.0 million principal amount of 6% unsecured senior notes maturing in September 2016. Other assets represent the debt issuance costs and unamortized premium represents the discount on the notes.
 
D)
Use of Proceeds
 
1.
Unsecured revolving credit facilities represent the use of a portion of the proceeds from the JV Transaction to repay the amount outstanding.
 
2.
Stockholders’ equity represents the use of a portion of the proceeds from the JV Transaction for an expected payment of a special cash distribution of up to $1.50 per share of common stock to our stockholders, subject to approval of the board of directors. The amount is based on the shares outstanding at February 27, 2006, the filing of our 2005 Annual Report and assumes that the dividend paid to be $1.50 per share.
 
Note 3. Unaudited Pro Forma Statement of Operations Assumptions
 
 
A)
Reflects the Company’s consolidated statement of operations for the year ended December 31, 2005, as contained in the historical financial statements and notes thereto presented in the Company’s Form 10-K for the year ended December 31, 2005.
 
 
B)
Represents management’s estimate of the adjustments to reflect the JV Transaction as follows:
 
 
1.
Rental income and costs and expense represents the operations of the Properties for the year ended December 31, 2005, that were sold or contributed by the Company to the JV in connection with the JV Transaction.
 
 
2.
Interest expense and amortization of deferred financing fees relates to financing expenses associated with the Properties that were repaid concurrently with the JV Transaction.
 
6
 
 
3.
Equity in loss of joint ventures represents the Company’s estimated allocable loss from the JV, after taking into account the JV Transaction activity.
 
 
4.
Other income represents management fee income pursuant to the Management Agreement as follows:
 
Property management fee income
  
$
2,318
  
Less expenses associated with generating the revenue that were previously reflected in property operating expenses 
    
(1,688
)
Net management fee income
  
$
630
  

Prior to the JV Transaction, property management fee income was eliminated upon consolidation and property management operating expenses were reflected in property operating expenses. This management fee income after the JV Transaction, net of related expenses, will be reflected as other income after the JV Transaction.
 
 
C)
Certain other significant capital transactions were completed during the period ended March 31, 2006, including the following:
 
 
1.
Rental income and costs and expenses represent the Acquisitions’ incremental operating results.
 
 
2.
Interest expense represents the interest incurred related to the Debt Offering, offset by a reduction in interest due to the repayment of $11.3 million of mortgage notes payable. Prepayment penalties and write-off of unamortized debt issuance costs are excluded, as such items are considered non-recurring.
 
 
3.
Amortization of deferred financing fees relates to costs associated with the Debt Offering.
 
 
4.
Investment income represents the dividend paid by DIM Vastgoed on their ordinary shares in 2005, based on our ownership of 3.574 million ordinary shares.
 
 
D)
Interest expense represents the elimination of interest that was incurred by the Company on the unsecured revolving credit facility for the year ended December 31, 2005.