<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):
May 16, 1995
HOME PROPERTIES OF NEW YORK, INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND 1-13136 16-1455126
(State or other (Commission file number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or organization)
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 12
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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, 5 and 7
of its Current Report on Form 8-K, which was filed on September 14, 1995,
as set forth in the pages attached hereto:
Items 2 and 5. Acquisition of Assets.
Financial Statements for Idylwood Apartments, purchased during
the third quarter of 1995, are presented in Item 7.
Item 7. Financial Statements and Exhibits.
a. Financial Statements of the business acquired:
Audited statement of revenues and certain expenses
of Idylwood Apartments for the year ended December 31, 1994.
b. Pro Forma Financial Information:
Pro forma condensed consolidated balance sheet of
the Company as of June 30, 1995 and related notes
(unaudited).
Pro forma consolidated and combined statement of
operations of the Company for the six months ended
June 30, 1995 and for the year ended December 31,
1994 (unaudited).
Notes to the pro forma consolidated and combined
statement of operations of the Company for the six
months ended June 30, 1995 and for the year ended
December 31, 1994 (unaudited).
c. Exhibits:
There are no exhibits which are filed with this
report.
Page 2 of 12
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Report of Independent Accountants
To the Board of Directors and Stockholders of
Home Properties of New York, Inc.
We have audited the accompanying statement of revenues and
certain expenses, as defined in Note 1, of Idylwood Apartments
for the year ended December 31, 1994. The statement of revenues
and certain expenses is the responsibility of Idylwood
Apartments' management. Our responsibility is to express an
opinion on this 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 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 Idylwood Apartments' revenues and expenses.
In our opinion, the 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 Idylwood
Apartments for the year ended December 31, 1994, in conformity
with generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
Rochester, New York
October 10, 1995
Page 3 of 12
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<TABLE>
Idylwood Apartments
Statement of Revenues and Certain Expenses (In Thousands)
<CAPTION>
Six Months
Ended
June 30, Year Ended
1995 December 31,
(Unaudited) 1994
<S> <C> <C>
Revenues:
Rental income $1,866 $3,780
Other income 71 159
1,937 3,939
Certain expenses:
Property operating and maintenance 745 1,368
Real estate taxes 360 733
1,105 2,101
Revenues in excess of certain expenses $ 832 $1,838
</TABLE>
The accompanying note is an integral part of the financial statement.
Page 4 of 12
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Idylwood Apartments
Note to Statement of Revenues and Certain Expenses
December 31, 1994
1. Basis of Presentation and Summary of Significant Accounting Policies
Business
The accompanying statement of revenues and certain expenses
includes the operations (see "Basis of Presentation" below) of
Idylwood Apartments, a residential property 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 Idylwood Apartments, a
720 unit apartment community located in Cheektowaga, New York.
Basis of Presentation
The accompanying financial statement is not representative of the
actual operations of Idylwood Apartments for the period shown as
certain expenses, which may not be comparable to the proposed
future operations of Idylwood Apartments, have been excluded. The
Company is not aware of any material factors relating to Idylwood
Apartments 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 Idylwood
Apartments.
Revenue Recognition
Rental income attributable to residential leases is recorded when
due from residents. Leases are generally for terms of one year.
Interim Unaudited Financial Statement
The accompanying interim unaudited statement of revenues and
certain expenses has been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. In the
opinion of the management of the Company, all adjustments and
eliminations, consisting only of normal recurring adjustments,
necessary to present fairly the statement of revenues and certain
expenses of Idylwood Apartments for the six months ended June 30,
1995, have been included. The results of operations of such
interim period are not necessarily indicative of the results for
the full year.
Page 5 of 12
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HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1995
(Unaudited, In Thousands)
This unaudited pro forma Condensed Consolidated Balance Sheet is
presented as if the Company had purchased Idylwood Apartments on
June 30, 1995. This unaudited pro forma Condensed Consolidated
Balance Sheet should be read in conjunction with the Statement of
Revenues and Certain Expenses of Idylwood Apartments and note
thereto included elsewhere herein. In management's opinion, all
adjustments necessary to reflect the purchase of Idylwood
Apartments have been made.
<TABLE>
<CAPTION>
As of June 30, 1995
Home
Properties
of New York Idylwood Pro Forma Company
Inc. (A) Apts.(B) Adjustments(C) Pro Forma
<S> <C> <C> <C> <C>
ASSETS
Real estate, net $145,022 $6,256 $11,343(D) $162,621
Cash and cash equivalents 815 - - 815
Other assets 11,610 - 289(E) 11,899
Investment in Idylwood Apts. 5,500 - ( 5,500)(F) -
Total assets $162,947 $6,256 $ 6,132 $175,335
LIABILITIES
Mortgage notes payable $ 66,495 $9,625 $ - $ 76,120
Line of credit 2,800 - 2,763(G) 5,563
Other liabilities 5,356 - - 5,356
Total liabilities 74,651 9,625 2,763 87,039
Minority interest 9,124 - - 9,124
STOCKHOLDERS' EQUITY
Common stock 54 - - 54
Additional paid-in capital 83,407 - - 83,407
Accumulated deficit ( 4,289) (3,369) 3,369(H) (4,289)
Total stockholders' equity 79,172 (3,369) 3,369 79,172
Total liabilities and
stockholders' equity $162,947 $6,256 $ 6,132 $175,335
</TABLE>
Page 6 of 12
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HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1995
(Unaudited, In Thousands)
(A) Reflects the Company's historical consolidated balance sheet
as of June 30, 1995 as reported on Form 10-Q.
(B) Reflects the Idylwood Apartments historical balance sheet as
of June 30, 1995 for the assets/liabilities acquired by the
Company.
(C) The pro forma adjustments reflect the purchase of Idylwood
Apartments, acquired on September 7, 1995, for $17,599. The
purchase price was allocated $700 to land, $720 to appliances and
equipment and $16,179 to building. The appliances and equipment
have an estimated useful life of ten years, and the building has
an estimated useful life of thirty-five years.
(D) Reflects the excess of the cash purchase price (including
closing costs) of $17,599 over the historical sellers's cost
basis of $6,256.
(E) Reflects deferred financing costs incurred. The intangible
asset has a useful life of fifty-three months.
(F) The investment in Idylwood Apartments, accounted for on the
equity method by the Company, is zeroed out upon purchase of the
property. The acquisition of Idylwood occurred in stages, with
44% being acquired on January 6, 1995 and the balance on
September 7, 1995. The 56% acquired in September was subject to a
lease entitling the Company to all items of income and expense
effective January 1, 1995. The acquisition was accounted for on
the equity method until the final closing date in September 1995.
(G) Represents line of credit proceeds needed to finance the
acquisition.
(H) Represents historical seller's negative capital account
zeroed out.
Page 7 of 12
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HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1995
(Unaudited, In Thousands, Except Share and Per Share Data)
The unaudited pro forma Consolidated and Combined Statement of
Operations for the six months ended June 30, 1995 and for the year
ended December 31, 1994 is presented as if the acquisition of
Idylwood Apartments had occurred on January 1, 1994. The unaudited
pro forma Consolidated and Combined Statement of Operations should be
read in conjunction with the Statement of Revenues and Certain
Expenses of Idylwood Apartments and note thereto included elsewhere
herein. In management's opinion, all adjustments necessary to
reflect the effects of the purchase of Idylwood Apartments have been
made.
The unaudited pro forma Consolidated and Combined 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 it purport to
represent the results of operations for future periods.
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1995
Home Properties
of New York, Inc. Idylwood Pro Forma Company
Historical (A) Apartments(B) Adjustments Pro Forma
<S> <C> <C> <C> <C>
Revenues:
Rental income $14,655 $1,866 - $ 16,521
Other income 1,095 71 ( 133)(C) 1,033
Equity in income from
operations of
HP Management ( 9) - - ( 9)
Total revenues 15,741 1,937 ( 133) 17,545
Expenses:
Operating and
maintenance 7,532 1,105 - 8,637
General and
administrative 568 - - 568
Interest 2,734 - 570(D) 3,304
Depreciation and
amortization 3,026 - 300(E) 3,326
Total expenses 13,860 1,105 870 15,835
Income before
minority interest
of Unit holders $ 1,881 $ 832 ($1,003) 1,710
Minority interest of Unit holders 172
Net income $1,538
Net income per common share $.28
Weighted average number of shares outstanding 5,408,439
</TABLE>
Page 8 of 12
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HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONSOLIDATED AND COMBINED STATEMENT OF
OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited, In Thousands, Except Share and Per Share Data)
<TABLE>
<CAPTION>
For the Year Ended December 31, 1994
Home Properties
of New York,
Inc. and
Original
Properties Idylwood Pro Forma Company
Historical(A) Apartments(B) Adjustments Pro Forma
<S> <C> <C> <C> <C>
Revenues:
Rental income $22,521 $3,780 $ - $ 26,301
Property management
income 834 - - 834
Other income 1,381 159 - 1,540
Equity in income
from operations
of HP Management 61 - - 61
Total revenues 24,797 3,939 - 28,736
Expenses:
Operating and maintenance 11,596 2,101 - 13,697
Property management 625 - - 625
General and administrative 807 - - 807
Interest 4,409 - 1,605(D) 6,014
Depreciation and
amortization 3,936 - 599(E) 4,535
Total expenses 21,373 2,101 2,204 25,678
Income before minority
interest of Unit holders $ 3,424 $1,838 ($2,204) 3,058
Income of Original Properties ( 783)
Income before minority interest 2,275
Minority interest 221
Net income $ 2,054
Net income per common share $.38
Weighted average numbers of shares outstanding 5,408,230
</TABLE>
Page 9 of 12
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HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONSOLIDATED AND COMBINED STATEMENT OF
OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited, In Thousands)
(A) Reflects the historical consolidated statement of operations
for the Company for the six months ended June 30, 1995 and the
historical consolidated and combined statement of operations for
the Company and the Original Properties for the year ended
December 31, 1994.
(B) Reflects the historical revenues and certain expenses of
Idylwood Apartments which was not owned by the Company for the
six months ended June 30, 1995 and for the year ended December
31, 1994.
(C) Reflects the net positive results from the 44% interest in
Idylwood Apartments, accounted for on the equity method,
historically presented in other income being reduced to zero as
gross amounts are now reclassified to the appropriate line
categories.
(D) Reflects the increase related to debt borrowed to finance the
acquisition. The interest is calculated as follows:
<TABLE>
<CAPTION>
Interest
Principal
Balance 6 Months 12 Months
<S> <C> <C> <C>
Amortizing mortgage assumed at 9.417% $9,625 $462 $ 888
Line of credit at 7.775% 2,763 108 215
Borrowing used to finance original
investment accounted for on the
equity method, at 9.13% 5,500 - 502
$570 $1,605
</TABLE>
The interest on the $5,500 loan is already included in interest
expense for the Company for the six months ended June 30, 1995 as
the equity investment was made January 6, 1995. The historical
consolidated statement of operations for the
Company for the year ended December 31, 1994 needs twelve
months worth of interest on each loan associated with the
acquisition.
(E) Reflects depreciation and amortization related to the
acquisition. See Note C and E on page 7 for further
information on useful lives of these assets.
(F) The Company completed an acquisition of Pearl Street
Apartments, a 60-unit community in the Syracuse suburb of
Liverpool, New York on May 17, 1995. The pro forma results for
the six months ended June 30, 1995 or for the year ended December 31,
1994 would not have been materially different if the property
had been acquired on January 1, 1994. Therefore, no proforma
adjustments are reflected for this acquisition.
Page 10 of 12
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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 12, 1996
By: /s/ David P. Gardner
--------------------
David P. Gardner
Vice President
Chief Financial Officer and
Treasurer
Date: November 12, 1996
By: /s/ David P. Gardner
--------------------
David P. Gardner
Vice President
Chief Financial Officer and
Treasurer
Page 11 of 12
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HOME PROPERTIES OF NEW YORK, INC.
EXHIBIT INDEX
There are no exhibits which are filed with this report.
Page 12 of 12
