<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 3
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 1, 1996
HOME PROPERTIES OF NEW YORK, INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND 1-13136 16-1455126
(State or other jurisdiction (Commission file (I.R.S. Employer of
incorporation or organization) number) Identification
850 CLINTON SQUARE
ROCHESTER, NEW YORK 14604
(Address of principal executive offices)
Registrant's telephone number, including area code: (716) 546-4900
Not applicable
(Former name or former address, if changed since last report)
Consecutive No. Page 1 of 19
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
AMENDMENT NO. 3 TO
CURRENT REPORT
ON FORM 8-K/A
Home Properties of New York, Inc. hereby amends items 2 and 7 of its Current
Report on Form 8-K, which was filed on January 1, 1996, as set forth in the
pages attached hereto:
Item 2. Acquisition of Assets.
Financial Statements for Conifer Corporation and Subsidiaries and the Conifer
Acquisition Properties, purchased during the first quarter of 1996, are
presented in Item 7.
Item 7. Financial Statements and Exhibits.
a. Financial Statements of the business acquired:
Audited statements of net assets acquired of Conifer
Corporation and Subsidiaries as of March 31, 1995 and 1994
and the related statements of acquired operations and
cash flows for the years then ended.
Audited combined statement of revenues and certain expenses of
the Conifer Acquisition Properties for the year ended
December 31, 1995.
b. Pro Forma Financial Information:
Pro forma condensed consolidated balance sheet of the Company
as of December 31, 1995 and related notes (unaudited).
Pro forma consolidated statement of operations of the
Company for the year ended December 31, 1995 and related
notes (unaudited).
c. Exhibits:
There are no exhibits which are filed with this report.
Page 2
<PAGE>
Report of Independent Accountants
To the Board of Directors
Home Properties of New York, Inc.
We have audited the accompanying statements of net assets acquired of
Conifer Corporation and Subsidiaries as of March 31, 1995 and 1994 and the
related statements of acquired operations and cash flows for the years then
ended. These statements are the responsibility of Conifer Corporation's
management. Our responsibility is to express an opinion on the statements of
net assets acquired and statements of acquired operations and cash flows
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
statements of net assets acquired and statements of acquired operations
and cash flows are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the statements of net assets
acquired and statements of acquired operations. We believe that our audits
provide a reasonable basis for our opinion.
The accompanying statements were prepared to present the net assets acquired
and the acquired operations and cash flows of Conifer Corporation and
Subsidiaries acquired
by Home Properties of New York, Inc., pursuant to the Contribution Agreement
dated September 13, 1995 described in Note 1, and is not intended to be a
complete presentation of the consolidated financial statements of Conifer
Corporation.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets acquired of Conifer
Corporation, as of March 31, 1995 and 1994, and the results of acquired
operations and cash flows for the years then ended acquired pursuant to the
Contribution Agreement dated September 13, 1995, referred to in Note 1, in
conformity with generally accepted accounting principles.
This report is intended solely for the information and use of the Board of
Directors and management of Home Properties of New York, Inc., and their
affiliates and advisors, and should not be used for any other purpose.
/s/ Coopers & Lybrand L.L.P.
Rochester, New York
March 8, 1996
Page 3
<PAGE>
Conifer Corporation and Subsidiaries
Statements of Net Assets Acquired
<TABLE>
<CAPTION>
March 31, March 31, December 31, December 31,
1995 1994 1995 1994
(Unaudited) (Unaudited)
Assets
<S> <C> <C> <C> <C>
Property and equipment, net $167,980 $ 97,558 $151,600 $127,627
Investments in partnership,
at equity 570,591 219,678 507,170 582,917
Management contracts, net 253,003 -- 244,281 256,503
$991,574 $317,236 $903,051 $967,047
Liabilities
Deferred income taxes
- - noncurrent $153,603 $178,558 $175,532 $140,478
Net assets acquired $837,971 $138,678 $727,519 $826,569
</TABLE>
The accompanying notes are an integral part of the statements of net assets
acquired.
Page 4
<PAGE>
Conifer Corporation and Subsidiaries
Statements of Acquired Operations
<TABLE>
<CAPTION>
Years Ended Nine Months Ended
March 31, March 31, December 31, December 31,
1995 1994 1995 1994
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues:
Related parties:
Development fees $1,515,885 $1,536,471 $1,333,277 $1,136,914
Management fees 1,540,277 1,352,018 1,490,408 1,155,208
Disposition of partnership
interest 976,782 -- -- 976,782
Partnership distribution
income 8,650 3,861 6,488 6,488
Gain on sale of land -- 48,000 -- --
Miscellaneous services 31,721 39,452 34,585 23,791
Total related party revenues 4,073,315 2,979,802 2,864,758 3,299,183
Other:
Development fees 161,082 -- 141,678 120,811
Management fees 101,589 27,873 98,300 74,989
Other 59,742 49,685 65,136 68,235
Total revenues 4,395,728 3,057,360 3,169,872 3,563,218
Expenses:
Payroll and related taxes 2,224,304 1,684,459 1,658,108 1,602,360
Outside and professional
services 210,157 118,067 154,377 192,512
Profit sharing expense 166,661 158,058 137,224 124,996
Other operating expenses 588,925 458,403 441,888 392,600
3,190,047 2,418,987 2,391,597 2,312,468
Income before equity in
partnership losses, provision
for federal and state income
taxes and cumulative effect
of accounting change 1,205,681 638,373 778,275 1,250,750
Equity in partnership losses (279,027) (38,155) (211,722) (209,270)
Income before provision for
income taxes and cumulative
effect of accounting change 926,654 600,218 566,553 1,041,480
Provision for income taxes 371,000 240,000 227,000 417,000
Income before cumulative effect of
accounting change 555,654 360,218 339,553 624,480
Cumulative effect of change in
accounting for income taxes -- 68,000 -- --
Net income $ 555,654 $ 428,218 $ 339,553 $ 624,480
</TABLE>
The accompanying notes are an integral part of the statements of acquired
operations.
Page 5
<PAGE>
<TABLE>
<CAPTION>
Conifer Corporation and Subsidiaries
Statements of Acquired Cash Flows
Years Ended Nine Months Ended
March 31, March 31, December 31, December 31,
1995 1994 1995 1994
(unaudited) (unaudited)
-------------------- --------------------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net Income $555,654 $428,218 $339,553 $ 624,480
Adjustments to reconcile net income
to net cash provided by operating
activities:
Cumulative effect of
accounting change -- (68,000) -- --
Depreciation and amortization 61,713 47,458 48,882 44,827
Equity in partnership losses 279,027 38,155 211,722 209,270
Deferred income taxes 238,127 (138,674) 152,263 60,247
Changes in assets and liabilities:
Fees due from affiliates (597,731) 292,545 (325,836) (245,818)
Other current assets -- 3,021 -- --
Accounts payable ( 62,399) 96,044 ( 81,992) (199,233)
Accrued profit sharing contribution 8,284 8,080 ( 29,437) ( 33,381)
Income taxes payable 14,257 37,438 (108,268) 73,515
Total adjustments ( 58,722) 316,067 (132,666) ( 90,573)
Net cash provided by
operating activities 496,932 744,285 206,887 533,907
Cash flows from investing activities:
Increase in investment in
partnerships (350,913) ( 8,324) 63,421 (363,279)
Additions to property and
equipment, net (123,968) ( 50,014) ( 23,780) ( 70,229)
Net cash provided by (used in)
investing activities (474,881) ( 58,338) 39,641 (433,508)
Cash flows from financing activities:
Net cash retained by
Conifer Corporation ( 22,051) (685,947) (246,528) (100,399)
Net cash used in financing
activities ( 22,051) (685,947) (246,528) (100,399)
Net increase in cash $ -- $ -- $ -- $ --
========= ======== ======== ========
</TABLE>
Supplemental disclosure of non-cash investing activities:
During the year ended March 31, 1995, and the nine months ended
December 31, 1994, Conifer Corporation acquired management contracts valued
at $261,170, which were financed through the issuance of a note payable.
The accompanying notes are an integral part of the statements of acquired
cash flows.
Page 6
<PAGE>
1. Basis of Presentation
Home Properties of New York, L.P., (Home Properties) acquired the
operations of and certain assets of Conifer Corporation and Subsidiaries
(the Company) as of January 1, 1996, pursuant to a Contribution
Agreement dated September 13, 1995, as amended. Assets sold by the
Company to Home Properties include:
Development Fees
All development fees earned by the Company after the closing date.
Management Agreements
All rights, title and interest in management agreements.
Personal Property
All rights, title and interest in laundry equipment, furniture,
fixtures, records, vehicles, computer and other equipment.
Section 8 Contracts
All rights and obligations to certain Section 8 contracts.
Vacant Land
The Company will grant Home Properties a ten year option to purchase
certain vacant land.
The property management, leasing, and development activities for properties
affiliated with the Conifer acquisition will be performed by Conifer Realty
Corp. (a newly formed entity). Conifer Realty issued non-voting common stock
to Home Properties in exchange for management contracts for residential,
commercial and development managed properties and certain other
assets. This exchange entitles Home Properties to receive 99% of the
economic interest of Conifer Realty. The remaining 1% economic interest
and voting stock were issued to the owners of HLC and Conifer (companies
owned by shareholders/directors of Home Properties).
These statements present the net assets and operations acquired, by Home
Properties, in accordance with generally accepted accounting
principles. No liabilities were assumed in this transaction. The statements
were prepared using the historical cost basis of the Company and do not
reflect acquisition accounting adjustments resulting from Home Properties'
acquisition.
Conifer Corporation was formed in 1975 and transacts its business
through two wholly-owned subsidiaries, Conifer Development, Inc. and
Conifer Realty, Inc. Its primary business is the development, ownership
and management of residential, commercial and industrial real estate.
Page 7
<PAGE>
2. Summary of Significant Accounting Policies and Accounting Practices
Revenue Recognition
The Company recognizes development fees for its services as general
partner in the various projects on the percentage-of-completion method.
The percentage of total fees recognized is
based on the ratio of costs incurred and services performed to date
compared with the total anticipated costs and services to be performed
in accordance with the partnership agreements.
Investment in Partnerships
The Company accounts for its investment in partnerships on the equity
method. The Company holds less than a twenty percent ownership in most of
these partnerships, but accounts for its interest under the equity method
since, as general partner, the Company exercises significant influence
over the operating and financial policies of the partnerships. Under
this method, the Company recognizes its proportionate share of earnings
(losses) as reported by the partnerships. The results of operations
from the partnerships have been included in these statements on the basis
of a year ended December 31. Several investments in partnerships are
recorded at amounts below zero, as the Company has either guaranteed
obligations of the Partnerships as described in Note 6, or is
otherwise committed to provide further financial support to the
partnerships.
Partnership Distribution Income
Distributions from the partnerships are recorded as a return of capital to
the extent that the Company has a positive capital account in the project.
When the Company has recovered its capital account, distributions are
recorded as revenue.
Property and Equipment
Property and equipment are recorded at cost less accumulated
depreciation, which is calculated principally using
accelerated methods over the estimated useful lives of the assets.
Management Contracts
The management fee contracts were acquired during fiscal year
1995, and are amortized over the estimated life of the contracts.
Income Taxes
The Company adopted Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" effective April 1, 1993,
on a prospective basis. This Standard requires the recognition
of deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between amounts of assets
and liabilities for financial reporting purposes and
such amounts as measured by tax laws.
Page 8
<PAGE>
2. Summary of Significant Accounting Policies and Accounting Practices
- continued
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles 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.
Statement of Cash Flows
The statement of cash flows was prepared under the assumption cash is
being generated by the Company's continuing operations which may include
certain activities for which the corresponding asset or liability was
not acquired.
3. Acquisition
During the year ended March 31, 1995, the Company acquired certain
partnership interests, management fee contracts and computer equipment
for approximately $1,009,000. The cost has been allocated on the basis of
the estimated fair value of the assets acquired resulting in no goodwill.
4. Property and Equipment
Property and equipment is stated at cost and consists of the following:
<TABLE>
<CAPTION>
March 31, March 31, December 31, December 31,
1995 1994 1995 1994
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Furniture and fixtures $216,554 $186,132 $218,577 $191,844
Vehicles 77,694 65,196 83,330 65,196
Office equipment 502,776 421,728 518,897 486,245
797,024 673,056 820,804 743,285
Less: Accumulated
depreciation 629,044 575,498 669,204 615,658
$167,980 $ 97,558 $151,600 $127,627
</TABLE>
Depreciation expense for the years ended March 31, 1995 and 1994 was $53,546
and $47,458, respectively. Depreciation for the nine months ended
December 31, 1995 and 1994 was $40,160 and $40,160, respectively, (unaudited).
Page 9
<PAGE>
5. Income Taxes
As discussed in Note 2, the Company adopted SFAS No. 109 "Accounting for
Income Taxes" as of April 1, 1993, on a prospective basis. The cumulative
effect of this change is reported in the Statements of Acquired
Operations.
The provision for federal and state income taxes consists of:
<TABLE>
<CAPTION>
March 31, March 31, December 31, December 31,
1995 1994 1995 1994
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Currently payable $395,955 $232,966 $205,071 $455,080
Deferred (24,955) 7,034 21,929 (38,080)
$371,000 $240,000 $227,000 $417,000
</TABLE>
Temporary differences which give rise to deferred tax liabilities are as
follows:
<TABLE>
<CAPTION>
Deferred Income Tax Liability
March 31, March 31, December 31, December 31,
1995 1994 1995 1994
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Investment in
partnerships $122,980 $178,558 $122,980 $122,980
Management contracts 30,623 -- 52,552 17,498
$153,603 $178,558 $175,532 $140,478
</TABLE>
The differences between the effective and statutory rates result
primarily from state taxes.
6. Commitments
In connection with the agreement described in Note 1, Home Properties will
assume the Company's guarantees of repayment of loans in the amount of
$4,756,000.
7. Related Party Transactions
The disposition of partnership interest during the year ended March 31,
1995 in the amount of $976,782 resulted from the sale of a property to
Home Properties and has been presented in the statement of acquired
operations as a related party transaction.
Page 10
<PAGE>
8. Retirement Plans
The Company has a defined contribution profit sharing plan covering all
eligible employees. Contributions, which are made at the discretion
of the Board of Directors of the Company, were $144,355 and $137,347
for the years ended March 31, 1995 and 1994, respectively. Amounts
accrued for the nine months ended December 31, 1995 and 1994 were
$118,973 and $108,266, respectively (unaudited).
The Company also has a defined contribution target benefit
plan covering all eligible employees. Contributions were $22,306 and
$20,711 for the years ended March 31, 1995 and 1994, respectively. Amounts
accrued for the nine months ended December 31, 1995 and 1994 were $18,251
and $16,730, respectively (unaudited).
Page 11
<PAGE>
Report of Independent Accountants
To the Board of Directors and Stockholders of
Home Properties of New York, Inc.
We have audited the accompanying combined statement of revenues and
certain expenses of the Conifer Acquisition Properties, as defined in Note
1, for the year ended December 31, 1995. This combined statement of
revenues and certain expenses is the responsibility of the Conifer
Acquisition Properties' management. Our responsibility is to express an
opinion on this combined statement of revenues and certain expenses based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of revenues and
certain expenses is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of revenues and certain expenses. 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 of revenues and certain expenses.
We believe that our audit provides a reasonable basis for our opinion.
The accompanying combined statement of revenues and certain expenses was
prepared for the purpose of complying with the rules and regulations of
the Securities and Exchange Commission, as described in Note 1, and is not
intended to be a complete presentation of the Conifer Acquisition Properties'
revenues and expenses.
In our opinion, the combined statement of revenues and certain expenses
referred to above presents fairly, in all material respects, the
revenues and certain expenses, as defined in Note 1, of the Conifer
Acquisition Properties for the year ended December 31, 1995, in
conformity with generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
Rochester, New York
March 6, 1996
Page 12
<PAGE>
<TABLE>
<CAPTION>
Conifer Acquisition Properties
Combined Statement of Revenues and Certain Expenses
For the Year Ended December 31, 1995 (In Thousands)
<S> <C>
Revenues:
Rental income $ 1,945
Other income 52
1,997
Certain expenses:
Property, operating and maintenance 834
Real estate taxes 370
1,204
Revenues in excess of certain expenses $ 793
</TABLE>
The accompanying note is an integral note is an integral part of this
financial statement.
<PAGE>
1. Basis of Presentation and Summary of Significant Accounting Policies
Business
The accompanying financial statement includes the combined
operations (see "Basis of Presentation" below) of Conifer Gateway
Associates, L.P., Conifer Westminster Associates, L.P., and Buckley Road
Associates, L.P. (the Conifer Acquisition Properties), residential
properties owned by parties not related to Home Properties of New York,
Inc. (the "Company").
The Company, through its subsidiary Home Properties of New York, L.P.,
acquired 100% of the real estate of Conifer Gateway Associates, L.P., a 98
unit apartment community located in Rochester, New York; Conifer
Westminster Associates, L.P., a 240 unit apartment community located
in Liverpool, New York; and, Buckley Road Associates, L.P., a 20 unit
apartment community located in Salina, New York.
Basis of Presentation
The accompanying statement of revenue and certain expenses is not
representative of the actual operations of the Conifer Acquisition
Properties for the period shown as certain expenses, which may not be
comparable to the proposed future operations of the Conifer Acquisition
Properties, have been excluded. The Company is not aware of any material
factors relating to the Conifer Acquisition Properties that
would cause the reported financial information not to be necessarily
indicative of future operating results. Expenses excluded relate to
property management fees, interest expense, depreciation and
amortization expense and other expenses not directly related to the future
operations of the Conifer Acquisition Properties.
Revenue Recognition
Rental income attributable to residential leases is recorded when due from
residents. Leases are generally for terms of one year.
Page 13
<PAGE>
Home Properties of New York, Inc.
Pro Forma Condensed Consolidated Balance Sheet
December 31, 1995
(Unaudited, In Thousands)
The unaudited pro forma Condensed Consolidated Balance Sheet is presented as
if the Company had purchased certain assets of Conifer Corporation and
Subsidiaries and the Conifer Acquisition Properties on December 31, 1995.
The property management, leasing and development activities for
properties affiliated with the Conifer acquisition will be performed by
Conifer Realty Corp. ("Conifer Realty"). Conifer Realty, a newly formed
entity, issued non-voting common stock to the Operating Partnership in
exchange for management contracts for residential, commercial and development
managed properties and certain other assets. This exchange entitles the
operating Partnership to receive 99% of the economic interest of Conifer
Realty. The remaining 1% economic interest and voting stock were issued to the
owners of HLC and Conifer (companies owned by shareholders/directors of Home
Properties). The unaudited pro forma Condensed Balance Sheet should be
read in conjunction with the Statements of Net Assets Acquired
and the Statements of Acquired Operations of Conifer Corporation and
Subsidiaries and notes thereto and the Combined Statement of Revenues
and Certain Expenses of the Conifer Acquisition Properties and note thereto
included elsewhere herein. In management's opinion, all necessary
adjustments to reflect the purchase of certain assets of Conifer
Corporation and Subsidiaries and the Conifer Acquisition Properties have
been made.
<TABLE>
<CAPTION>
As of December 31, 1995
Home
Properties Conifer
of New York, Conifer Acquisition Pro Forma Company
Inc. Corporation Properties Adjustments Pro Forma
(A) (B) (C)
Assets
<S> <C> <C> <C> <C> <C>
Real estate, net $165,945 $ 152 $ 6,714 $ 3,463(E) $176,274
Cash and cash equivalents 812 -- -- (235)(D) 577
Other assets 14,705 751 -- 4,354(E) 19,810
Total assets $181,462 $ 903 $ 6,714 $ 7,582 $196,661
Liabilities
Mortgage note payable $ 86,619 $ -- $ 6,801 $ -- $ 93,420
Line of credit 4,500 -- -- -- 4,500
Other liabilities 5,824 176 -- (176)(E) 5,824
Total liabilities 96,943 176 6,801 (176) 103,744
Minority interest 8,739 -- -- 8,398(D) 17,137
Stockholders' Equity
Net assets acquired -- 727 (87) (640)(E) --
Common stock 54 -- -- -- 54
Additional paid-in capital 83,413 -- -- -- 83,413
Accumulated deficit (7,687) -- -- -- (7,687)
Total stockholders'equity 75,780 727 -- (640) 75,780
Total liabilities and
stockholders' equity $181,462 $ 903 $ 6,714 $ 7,582 $196,661
</TABLE>
Page 14
<PAGE>
Home Properties of New York, Inc.
Notes to Pro Forma Condensed Consolidated Balance Sheet
December 31, 1995
(Unaudited, In Thousands)
(A) Reflects the Company's historical consolidated balance sheet
as of December 31, 1995 as reported on Form 10-K.
(B) Reflects the historical cost of the net assets of Conifer
Corporation and Subsidiaries acquired by the Company on January 1,
1996 for a total gross purchase price of $5,261. The purchase price
was allocated to general partnership interests in 2,804 apartment units
that Home Properties will manage valued at $1,757, goodwill valued at
$3,348 and other fixed assets valued at $156. The goodwill is
being amortized over a 40-year life.
(C) Reflects the historical cost of the net assets of the Conifer
Acquisition Properties acquired by the Company on January 1, 1996
for a total gross purchase price of $10,173. The purchase price is
allocated to three communities containing 358 apartment units valued at
$10,173.
(D) Reflects the consideration paid for the acquisition of the
certain net assets of Conifer Corporation and Subsidiaries and the
Conifer Acquisition Properties (net of assumption of mortgage debt of
$6,801) as follows:
<TABLE>
<CAPTION>
<S> <C>
Cash $ 235
Partnership Units in Home Properties of New York, L.P. 8,398
$8,633
</TABLE>
(E) Allocation of the consideration paid as follows:
<TABLE>
<CAPTION>
<S> <C>
Real estate acquired $3,463
Equity in general partnerships 1,250
Equity in business acquired 640
Write-off of management contracts (244)
Elimination of deferred income taxes 176
Goodwill 3,348
$8,633
</TABLE>
Page 15
<PAGE>
Home Properties of New York, Inc.
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 1995
(Unaudited, In Thousands, Except Share and Per Share Data)
The unaudited pro forma Consolidated Statement of Operations for the
year ended December 31, 1995 is presented as if the company had purchased
certain assets of Conifer Corporation and Subsidiaries and the Conifer
Acquisition Properties on January 1, 1995. The property management,
leasing and development activities for properties affiliated with the
Conifer acquisition will be performed by Conifer Realty Corp. ("Conifer
Realty"). Conifer Realty, a newly formed entity, issued non-voting common
stock to the Operating Partnership in exchange for management contracts
for residential, commercial and development managed properties and certain
other assets. This exchange entitles the operating Partnership to receive
99% of the economic interest of Conifer Realty. The remaining 1% economic
interest and voting stock were issued to the owners of HLC
and Conifer (companies owned by shareholders/directors of Home Properties).
The unaudited pro forma Consolidated Statement of Operations should be read
in conjunction with the Statements of Net Assets Acquired and the Statements of
Acquired Operations of Conifer
Corporation and Subsidiaries and notes thereto and the Combined Statement of
Revenues and Certain Expenses of the Conifer Acquisition Properties and note
thereto included elsewhere herein. In management's
opinion, all necessary adjustments to reflect the purchase of certain assets
of Conifer Corporation and Subsidiaries and the Conifer Acquisition Properties
have been made.
The unaudited pro forma Consolidated Statement of Operations is not
necessarily indicative of what the actual results of operations would have
been assuming the transactions had occurred as of the beginning of the
period presented, nor does is purport to represent the results of operations
for future periods.
<TABLE>
<CAPTION>
For the Year Ended December 31, 1995
Home
Properties Conifer
of New York, Conifer Acquisition Pro Forma Company
Inc. Corporation Properties Adjustments Pro Forma
(A) (B) (C)
<S> <C> <C> <C> <C> <C>
Revenues:
Rental income $31,705 $ -- $1,945 $ -- $ 33,650
Other income 2,561 3,832 52 (3,832)(E) 2,613
Equity in income
from operations
of HP Management
and Conifer Realty 35 -- -- 253(E) 288
Total revenue 34,301 3,832 1,997 (3,579) 36,551
Expenses:
Operating and
maintenance 15,911 -- 1,204 -- 17,115
General and
administrative 1,200 3,579 -- (3,579)(E) 1,200
Interest 6,105 -- -- 526(D) 6,631
Depreciation and
amortization 6,585 -- -- 389(D) 6,974
Total expenses 29,801 3,579 1,204 (2,664) 31,920
Income before minority
interest and
extraordinary
item $ 4,500 $ 253 $ 793 $ (915) 4,631
Minority interest 779
Income before extraordinary item $ 3,852
Per share data:
Income before extraordinary item $ .71
Weighted average number of shares
outstanding 5,408,474
</TABLE>
Page 16
<PAGE>
Home Properties of New York, Inc.
Notes to Pro Forma Condensed Consolidated Statement of Operations
December 31, 1995
(Unaudited, In Thousands)
(A) Reflects the historical consolidated statement of operations
for the Company for the year ended December 31, 1995.
(B) Reflects the historical acquired operations of Conifer Corporation and
Subsidiaries for the year ended December 31, 1995, as follows:
<TABLE>
<CAPTION>
<S> <C>
Development fees $ 1,984
Management fees 2,003
Other 127
Equity in partnership losses (282)
Other income 3,832
General and administrative expenses (3,579)
Net income $ 253
</TABLE>
(C) Reflects the historical revenues and certain expenses of the
Conifer Acquisition Properties for the year ended December 31, 1995.
(D) Net increase reflects the following transactions:
<TABLE>
<S> <C>
Interest related to mortgage notes assumed in
purchasing the Conifer Acquisition Properties.
The mortgage notes bear interest at a weighted
average of 7.7% $ 526
Depreciation in the Conifer Acquisition Properties.
The estimated useful lives range from 10 to 35 years. 305
Amortization of cost in excess of net assets acquired
over 40 years. 84
$ 915
</TABLE>
(E) The historical results of operations acquired from Conifer Corporation,
which will be performed by the newly formed Conifer Realty
Corp., will be reported on the equity method of accounting. The
historical items of gross income and general and administrative expense
are netted to show the income of $253 as equity in income from
operations of Conifer Realty.
Page 17
<PAGE>
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.
HOME PROPERTIES OF NEW YORK, INC. (Registrant)
Date: November 13, 1996
By: /s/ David P. Gardner
--------------------------
David P. Gardner
Vice President
Chief Financial Officer
and Treasurer
Date: November 13, 1996
By: /s/ Ann M. McCormick
--------------------------
Ann M. McCormick
Vice President
General Counsel
Page 18
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
EXHIBIT INDEX
There are no exhibits which are filed with this report.
Page 19
