<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 3, 1997
HOME PROPERTIES OF NEW YORK, INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND 1-13136 16-1455126
(State or other (Commission (I.R.S. Employer
jurisdiction of file number) Identification
incorporation or Number)
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
Exhibit Index at Page
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
AMENDMENT NO. 1 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 June 6,
1997, as set forth in the pages attached hereto:
Items 2 and 5. Acquisition of Assets.
Financial Statements for the Lake Grove Apartments and Royal
Gardens Apartments, purchased on February 3, 1997 and May 28,
1997, respectively, 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 Lake Grove Apartments for the year ended
March 31, 1996.
Audited statement of revenues and certain expenses
of the Royal Garden Apartments for the year ended
December 31, 1996.
b. Pro Forma Financial Information:
Pro forma condensed consolidated balance sheet of
the Company as of March 31, 1997 and related notes
(unaudited).
Pro forma consolidated statement of operations of
the Company for the three months ended March 31,
1997 and for the year ended December 31, 1996
(unaudited).
Notes to the pro forma consolidated statement of
operations of the Company for the three months
ended March 31, 1997 and for the year ended
December 31, 1996 (unaudited).
c. Exhibits:
There are no exhibits which are filed with this
report.
Page 2
<PAGE>
Lake Grove Apartments
_____
Statement of Revenues and Certain Expenses
March 31, 1996
Page 3
<PAGE>
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 Lake Grove Apartments
for the year ended March 31, 1996. The statement of revenues and
certain expenses is the responsibility of Lake Grove Apartments'
management. Our responsibility is to express an opinion on the
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 Lake Grove 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 Lake
Grove Apartments for the year ended March 31, 1996, in conformity
with generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Rochester, New York
July 22, 1997
Page 4
<PAGE>
Lake Grove Apartments
Statement of Revenues and Certain Expenses
(In Thousands)
<TABLE>
<CAPTION>
Nine Months
Ended
December 31, 1996 Year Ended
(Unaudited) March 31, 1996
<S> <C> <C>
Revenues:
Rental income $2,204 $2,977
Other income 8 4
------ ------
2,212 2,981
------ ------
Certain expenses:
Property operating and maintenance 867 1,337
Real estate taxes 193 415
------ ------
1,060 1,752
------ ------
Revenues in excess of certain expenses $1,152 $1,229
====== ======
</TABLE>
The accompanying note is an integral part of the financial
statement.
Page 5
<PAGE>
Lake Grove Apartments
Note to Statement of Revenues and Certain Expenses
March 31, 1996
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
Lake Grove 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 Lake Grove Apartments,
a 368 unit apartment community located in the Village of Lake
Grove, Town of Brookhaven on Long Island, New York, on
February 3, 1997.
Basis of Presentation
The accompanying financial statement is not representative of the
actual operations of Lake Grove Apartments for the period shown.
Certain expenses have been excluded which may not be comparable
to the proposed future operations of Lake Grove Apartments.
Expenses excluded relate to property management fees, interest
expense, depreciation and amortization expense and other expenses
not directly related to the future operations of Lake Grove
Apartments. The Company is not aware of any material factors
relating to Lake Grove Apartments that would cause the reported
financial information not to be necessarily indicative of future
operating results.
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 for the nine months ended December 31, 1996 has
been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. The results of operations of
such interim period are not necessarily indicative of the results
for the full year.
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.
Page 6
<PAGE>
Royal Gardens Apartments
_____
Statement of Revenues and Certain Expenses
December 31, 1996
Page 7
<PAGE>
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 Royal Gardens
Apartments for the year ended December 31, 1996. The statement
of revenues and certain expenses is the responsibility of Royal
Gardens Apartments' management. Our responsibility is to express
an opinion on the 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 Royal Gardens 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 Royal
Gardens Apartments for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Rochester, New York
July 15, 1997
Page 8
<PAGE>
<TABLE>
<CAPTION>
Royal Gardens Apartments
Statement of Revenues and Certain Expenses
(In Thousands)
Three Months
Ended Year Ended
March 31, 1997 December 31, 1996
(Unaudited)
<S> <C> <C>
Revenues:
Rental income $1,118 $4,319
Other income 19 53
------ ------
1,137 4,372
------ ------
Certain expenses:
Property operating and 444 1,577
maintenance
Real estate taxes 131 499
------ ------
575 2,076
------ ------
Revenues in excess of $ 562 $2,296
certain expenses
====== ======
</TABLE>
The accompanying note is an integral part of the financial
statement.
Page 9
<PAGE>
Royal Gardens Apartments
Note to Statement of Revenues and Certain Expenses
December 31, 1996
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
Royal Gardens 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 Royal Gardens
Apartments, a 550 unit apartment community located in Piscataway,
New Jersey, on May 28, 1997.
Basis of Presentation
The accompanying financial statement is not representative of the
actual operations of Royal Gardens Apartments for the period
shown. Certain expenses have been excluded which may not be
comparable to the proposed future operations of Royal Gardens
Apartments. Expenses excluded relate to property management
fees, interest expense, depreciation and amortization expense and
other expenses not directly related to the future operations of
Royal Gardens Apartments. The Company is not aware of any
material factors relating to Royal Gardens Apartments that would
cause the reported financial information not to be necessarily
indicative of future operating results.
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 for the three months ended March 31, 1997 has
been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. The results of operations of
such interim period are not necessarily indicative of the results
for the full year.
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.
Page 10
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
(Unaudited, In Thousands)
This unaudited pro forma Condensed Consolidated Balance Sheet is
presented as if the Company had purchased Royal Gardens
Apartments on March 31, 1997. This unaudited pro forma Condensed
Consolidated Balance Sheet should be read in conjunction with the
Statement of Revenues and Certain Expenses of Royal Gardens
Apartments and note thereto included elsewhere herein. In
management's opinion, all adjustments necessary to reflect the
purchase of Royal Gardens Apartments have been made.
<TABLE>
<CAPTION>
As of March 31, 1997
-------------------------------------------------------------
Home Royal Pro Forma Company
Properties Gardens Adjustments (C) Pro Forma
of New York Apts. (B)
Inc. (A)
<S> <C> <C> <C> <C>
ASSETS
Real estate, net $241,359 $ 762 $18,738 (D) $260,859
Cash and cash equivalents 793 - - 793
Other assets 32,334 - 32,334
-------- ------ ------- --------
Total assets $274,486 $ 762 $18,738 $293,986
-------- ------ ------- --------
LIABILITIES
Mortgage notes payable $104,882 $7,043 $ - $111,925
Line of credit 8,700 - - 8,700
Other liabilities 7,589 - 7,589
-------- ------ ------- --------
Total liabilities 121,171 7,043 128,214
-------- ------ ------- --------
Minority interest 53,236 - 12,457 (E) 65,693
-------- ------ ------- --------
STOCKHOLDERS' EQUITY
Common stock 69 - - 69
Additional paid-in capital 116,616 - - 116,616
Accumulated deficit ( 14,471) (6,281) 6,281 (F) ( 14,471)
Officer and Director notes for
stock purchases ( 2,135) - - ( 2,135)
-------- ------ ------- --------
Total stockholders' equity 100,079 (6,281) 6,281 100,079
-------- ------ ------- --------
Total liabilities and
stockholders' equity $274,486 $ 762 $18,738 $293,986
======== ====== ======= ========
</TABLE>
Page 11
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
(Unaudited, In Thousands)
(A) Reflects the Company's historical consolidated balance sheet
as of March 31, 1997 as reported on Form 10-Q.
The Company's historical unaudited consolidated balance
sheet includes the balance sheet of the Lake Grove Apartments
(acquired on February 3, 1997). The historical basis and pro
forma adjustments for Lake Grove Apartments were as follows:
<TABLE>
<CAPTION>
Historical Proforma Acquisition
Basis (1) Adjustments Price
<S> <C> <C> <C>
Lake Grove
Apartments $3,342 $15,961 $19,303 (2)
</TABLE>
(1) Reflects the historical balance sheet of the assets
acquired as of the acquisition date.
(2) The Company used proceeds from a line of credit to
finance the acquisition.
(B) Reflects the Royal Gardens Apartments historical balance
sheet as of March 31, 1997 for the assets/liabilities acquired by
the Company.
(C) The pro forma adjustments reflect the purchase of Royal
Gardens Apartments, acquired on May 28, 1997 for $19,500. The
purchase price was allocated $2,535 to land, $550 to appliances
and equipment and $16,415 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 of $19,500
over the historical sellers's cost basis of $762.
(E) Reflects the 579,407 units issued at $21.50 per unit.
(F) Represents historical seller's negative capital account
zeroed out.
Page 12
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(Unaudited, In Thousands, Except Share and Per Share Data)
The unaudited pro forma Consolidated Statement of Operations for
the three months ended March 31, 1997 and for the year ended
December 31, 1996 is presented as if the acquisitions of the Lake
Grove Apartments and Royal Gardens Apartments had occurred on
January 1, 1996. The unaudited pro forma Consolidated Statement
of Operations should be read in conjunction with the Statements
of Revenues and Certain Expenses of the Lake Grove Apartments and
Royal Gardens Apartments and notes thereto included elsewhere
herein. In management's opinion, all adjustments necessary to
reflect the effects of the purchase of the Lake Grove Apartments
and Royal Gardens Apartments 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 it purport
to represent the results of operations for future periods.
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 1997
-------------------------------------------------------------------
Home Properties Lake Royal Pro Forma Company
of New York, Inc. Grove Gardens Adjmt Pro Forma
Historical (A) Apts.(B) Apts.(C)
<S> <C> <C> <C> <C> <C>
Revenues:
Rental income $12,579 $245 $1,118 $13,942
Property other income 436 1 19 456
Other income 827 - 827
------- ---- ------ ----- -------
Total revenues 13,842 246 1,137 $ - 15,225
------- ---- ------ ----- -------
Expenses:
Operating and maintenance 6,930 118 575 7,623
General and administrative 379 13 (D) 392
Interest 2,354 250 (E) 2,604
Depreciation and amortization 2,338 119 (F) 2,457
------- ---- ------ ----- -------
Total expenses 12,001 118 575 382 13,076
------- ---- ------ ----- -------
Income before minority interest of
Unit holders $ 1,841 $ 128 $ 562 ($ 382) 2,149
======= ==== ====== =====
Minority interest of Unit holders (G) 754
-------
Net income $ 1,395
=======
Net income per common share $ 0.22
=======
Weighted average number of shares
outstanding 6,378,441
=========
</TABLE>
Page 13
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Unaudited, In Thousands, Except Share and Per Share Data)
<TABLE>
<CAPTION>
For the Year Ended December 31, 1996
-------------------------------------------------------------------
Home Properties Lake Royal
of New York, Inc. Grove Gardens Pro Forma Company
Historical (A) Apts.(B) Apts.(C) Adjmt Pro Forma
<S> <C> <C> <C> <C> <C>
Revenues:
Rental income $42,214 $2,939 $4,319 $49,472
Property other income 1,025 10 53 1,088
Other income 2,431 - - $ - 2,431
------ ------ ------ -------- -------
Total revenues 45,670 2,949 4,372 52,991
------ ------ ------ -------- -------
Expenses:
Operating and maintenance 21,859 1,413 2,076 - 25,348
General and administrative 1,482 50 (D) 1,532
Interest 9,208 1967 (E) 11,175
Depreciation and amortization 8,077 - - 814 (F) 8,891
------ ------ ------ -------- -------
Total expenses 40,626 1,413 2,076 2,831 46,946
------ ------ ------ -------- -------
Income before minority interest of
Unit holders $ 5,044 $1,536 $2,296 ($2,831) 6,045
====== ====== ====== =======
Minority interest of Unit holders (G) 1,459
-------
Income before extraordinary item $ 4,586
=======
Income before extraordinary item
per common share $0.82
=====
Weighted average number of shares 5,601,027
=========
outstanding
</TABLE>
Page 14
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND
FOR THE YEAR ENDED DECEMBER 31, 1996
(Unaudited, In Thousands)
(A) Reflects the historical consolidated statement of operations
for the Company for the three months ended March 31, 1997
and the historical consolidated statement of operations for
the Company and for the year ended December 31, 1996.
(B) Reflects the historical revenues and certain expenses of the
Lake Grove Apartments which were not owned by the Company
for the period January 1, 1997 through February 2, 1997 and
for the year ended December 31, 1996.
(C) Reflects the historical revenues and certain expenses of
Royal Gardens Apartments which was not owned by the Company
for the three months ended March 31, 1997 and for the year
ended December 31, 1996.
(D) Reflects the increase in General and Administrative expenses
related to the acquisition properties.
(E) Reflects the increase related to debt borrowed to finance
the acquisitions. The interest is calculated as follows:
<TABLE>
<CAPTION>
Interest
Principal ------------------
Balance 3 mos. 12 mos.
--------- ------ -------
<C> <C> <C> <C>
Amortizing mortgage:
Royal Gardens Apartments
at 8.00% (for the period
1/1/97-3/31/97) $ 5,107 $102 $ 408
Royal Gardens Apartments
at 7.5% (for the period
1/1/97-3/31/97) 1,936 37 145
------- ---- ------
$ 7,043 $139 $ 553
Line of credit ranging
from 7.20% to 7.32%:
Lake Grove Apartments
(for the period
1/1/97-2/2/97) 17,500 111 1,281
Lake Grove Apartments
(for the period
1/1/96-12/12/96) 1,900 - 133
------- ---- ------
$19,400 $110 $1,414
------- ---- ------
$26,443 $250 $1,967
======= ==== ======
</TABLE>
The historical consolidated statement of operations for the
Company for the year ended December 31, 1996 needs twelve
months worth of interest on each loan associated with the
acquisition.
(F) Reflects depreciation and amortization related to the
acquisition. See Note C on page 12 for further information
on useful lives of these assets.
(G) Reflects the increase in minority interest assuming the
Royal Gardens Apartments acquisition occurred on January 1,
1996.
Page 15
<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: August 11, 1997
By: /s/ David P. Gardner
-----------------------
David P. Gardner
Vice President
Chief Financial Officer and Treasurer
Date: August 11, 1997
By: /s/ Norman Leenhouts
--------------------
Norman Leenhouts
Chairman and Co-Chief
Executive Officer
Page 16
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
EXHIBIT INDEX
There are no exhibits which are filed with this report.
Page 17
