<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):
October 7, 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 file (I.R.S. Employer
jurisdiction of 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 13
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Exhibit Index at Page 13
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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 October 7,
1997, as set forth in the pages attached hereto:
Items 2 and 5. Acquisition of Assets.
Financial Statements for the Detroit Acquisition Properties,
purchased on October 29, 1997, 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 the Detroit Acquisition
Properties for the year ended December 31, 1996.
b. Pro Forma Financial Information:
Pro forma condensed consolidated balance
sheet of the Company as of September 30, 1997 and
related notes (unaudited).
Pro forma consolidated statement of
operations of the Company for the nine months
ended September 30, 1997 and for the year ended
December 31, 1996 (unaudited).
Notes to the pro forma consolidated
statement of operations of the Company for the
nine months ended September 30, 1997 and for the
year ended December 31, 1996 (unaudited).
c. Exhibit 23.0 - Consent of Coopers & Lybrand, LLP
Page 2
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Detroit Acquisition Properties
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Statement of Revenues and Certain Expenses
December 31, 1996
Page 3
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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 the Detroit
Acquisition Properties for the year ended December 31, 1996. The
statement of revenues and certain expenses is the responsibility
of the Detroit Acquisition Properties' 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 the Detroit Acquisition Properties' 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 the
Detroit Acquisition Properties 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
December 23, 1997
Page 4
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<TABLE>
<CAPTION>
Detroit Acquisition Properties
Statement of Revenues and Certain Expenses
(In Thousands)
Period January 1
through
September 30, 1997 Year Ended
(unaudited) December 31, 1996
------------------ -----------------
<S> <C> <C>
Revenues:
Rental income $15,426 $20,003
Other income 119 167
------- -------
15,545 20,170
Certain expenses:
Property operating and maintenance 5,691 6,994
Real estate taxes 1,295 1,727
------- -------
6,986 8,721
------- -------
Revenues in excess of certain expenses $ 8,559 $11,449
======= =======
</TABLE>
The accompanying note is an integral part of the financial statement.
Page 5
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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
the Detroit Acquisition Properties, 11 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 the Detroit Acquisition
Properties, 3,106 apartment units located in 11 communities in
suburban markets in the surrounding Detroit, Michigan, on
October 29, 1997.
Basis of Presentation
The accompanying financial statement is not representative of the
actual operations of the Detroit Acquisition Properties for the
period shown. Certain expenses have been excluded which may not
be comparable to the proposed future operations of the Detroit
Acquisition Properties. 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 Detroit Acquisition Properties. The Company is
not aware of any material factors relating to the Detroit
Acquisition Properties 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 period from January 1 through September
30, 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 6
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HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
(Unaudited, In Thousands)
This unaudited pro forma Condensed Consolidated Balance Sheet is
presented as if the Company had purchased the Detroit Acquisition
Properties on September 30, 1997. This unaudited pro forma
Condensed Consolidated Balance Sheet should be read in
conjunction with the Statement of Revenues and Certain Expenses
of the Detroit Acquisition Properties and note thereto included
elsewhere herein. In management's opinion, all adjustments
necessary to reflect the purchase of the Detroit Acquisition
Properties have been made.
<TABLE>
<CAPTION>
As of September 30, 1997
--------------------------------------------------------------
Home Detroit
Properties Acquisition
of New York Properties Pro Forma Company
Inc. (A) (B) Adjustments (C) Pro Forma
----------- ----------- --------------- ---------
<S> <C> <C> <C> <C>
ASSETS
Real estate, net $340,647 $ 7,433 $97,567 (D) $445,647
Cash and cash equivalents 1,123 1,123
Other assets 52,944 1,071 (E) 54,015
-------- ------- ------- --------
Total assets $394,714 $ 7,433 $98,638 $500,785
======== ======= ======= ========
LIABILITIES
Mortgage notes payable $160,401 $34,793 $ $195,194
Line of credit 32,100 32,100
Other liabilities 12,068 12,068
-------- ------- ------- --------
Total liabilities 204,569 34,793 239,362
-------- ------- ------- --------
Minority interest 78,972 71,278 (F) 150,250
-------- ------- ------- --------
STOCKHOLDERS' EQUITY
Common stock 76 76
Additional paid-in capital 131,594 131,594
Accumulated deficit ( 17,963) (27,360) 27,360 (G) ( 17,963)
Treasury stock, at cost ( 426) ( 426)
Officer and Director notes for
stock purchases ( 2,108) ( 2,108)
-------- ------- ------- --------
Total stockholders' equity 111,173 (27,360) 27,360 111,173
-------- ------- ------- --------
Total liabilities and
stockholders' equity $394,714 $ 7,433 $98,638 $500,785
======== ======= ======= ========
</TABLE>
Page 7
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HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
(Unaudited, In Thousands)
(A) Reflects the Company's historical consolidated balance sheet
as of September 30, 1997 as reported on Form 10-Q.
(B) Reflects the Detroit Acquisition Properties historical
balance sheet as of September 30, 1997 for the
assets/liabilities acquired by the Company.
(C) The pro forma adjustments reflect the purchase of the
Detroit Acquisition Properties, acquired on October 29, 1997
for $105,000. The purchase price was allocated $16,040 to
land, $3,106 to appliances and equipment and $85,854 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 $105,000
over the historical sellers's cost basis of $7,433.
(E) Reflects the net other closing adjustments recorded as other
assets.
(F) Reflects the 2,969,914 Units issued at $24 per unit
Page 8
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HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited, In Thousands, Except Share and Per Share Data)
The unaudited pro forma Consolidated Statement of Operations for
the nine months ended September 30, 1997 and for the year ended
December 31, 1996 is presented as if the acquisitions of the
Detroit Acquisition Properties 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 Detroit Acquisition Properties and notes
thereto included elsewhere herein. In management's opinion, all
adjustments necessary to reflect the effects of the purchase of
the Detroit 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 it purport
to represent the results of operations for future periods.
<TABLE>
<CAPTION>
For the Nine Months Ended September 30, 1997
--------------------------------------------------------------
Home Properties Detroit
of New York, Inc. Acquisition Pro Forma Company
Historical (A) Properties (B) Adjmt Pro Forma
----------------- -------------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Rental income $41,486 $15,426 $ $ 56,912
Property other income 1,223 119 1,342
Other income 2,398 274 (C) 2,672
------- ------- ------- ----------
Total revenues 45,107 15,545 274 60,926
------- ------- ------- ----------
Expenses:
Operating and maintenance 20,692 6,986 27,678
General and administrative 1,306 332 (D) 1,638
Interest 7,737 1,960 (E) 9,697
Depreciation and amortization 7,447 2,073 (F) 9,520
------- ------- ------- ----------
Total expenses 37,182 6,986 4,365 48,533
------- ------- ------- ----------
Income before loss on
disposition of property and
minority interest 7,925 8,559 ( 4,091) 12,393
Loss on disposition of property 2,155 2,155
------- ------- ------- ----------
Income before minority interest $ 5,770 $ 8,559 ($ 4,091) 10,238
======= ======= =======
Minority interest of Unit holders 4,812
----------
Net income $ 5,426
----------
Net income per common share $ 0.78
==========
Weighted average number of shares
outstanding 6,916,434
==========
</TABLE>
Page 9
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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 Detroit
of New York, Inc. Acquisition Pro Forma Company
Historical (A) Properties (B) Adjmt Pro Forma
----------------- -------------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Rental income $42,214 $20,003 $ $ 62,217
Property other income 1,025 167 1,192
Other income 2,431 350 (C) 2,781
------- ------- ------ ----------
Total revenues 45,670 20,170 350 66,190
------- ------- ------ ----------
Expenses:
Operating and maintenance 21,859 8,721 30,580
General and administrative 1,482 411 (D) 1,893
Interest 9,208 2,613 (E) 11,821
Depreciation and amortization 8,077 2,764 (F) 10,841
------- ------- ------ ----------
Total expenses 40,626 8,721 5,788 55,135
------- ------- ------ ----------
Income before minority interest $ 5,044 $11,449 ($5,438) 11,055
======= ======= ======
Minority interest 4,720
----------
Net income $ 6,335
==========
Net income per common share $1.13
==========
Weighted average number of
shares outstanding 5,601,027
==========
</TABLE>
Page 10
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HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 nine months ended September 30, 1997
and the historical consolidated statement of operations for
the Company for the year ended December 31, 1996.
(B) Reflects the historical revenues and certain expenses of the
Detroit Acquisition Properties which were not owned by the
Company for the nine months ended September 30, 1997 and for
the year ended December 31, 1996.
(C) Reflects management fee income on management contracts
acquired.
(D) Reflects the increase in General and Administrative expenses
related to the acquisition properties.
(E) Reflects the interest related to debt assumed at the
acquisition. The interest rate is fixed at 7.51%.
(F) Reflects depreciation and amortization related to the
acquisition. See Note C on page 8 for further information
on useful lives of these assets.
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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: January 12, 1998
By: /s/ David P. Gardner
----------------------------
David P. Gardner
Vice President
Chief Financial Officer and
Treasurer
Date: January 12, 1998
By: /s/ David P. Gardner
----------------------------
David P. Gardner
Vice President
Chief Financial Officer
Treasurer
Page 12
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HOME PROPERTIES OF NEW YORK, INC.
EXHIBIT INDEX
Exhibit 23.0 = Consent of Coopers & Lybrand LLP
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Exhibit 23.0
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statements on Forms S-3 (Nos. 333-37437, 333-37229, 333-30835,
333-13723 and 333-43303) and on Forms S-8 (Nos. 333-05705 and 333-
12551) filed by Home Properties of New York, Inc. of our report
dated December 23, 1997 on our audit of the Detroit Acquisition
Properties for the year ended December 31, 1996, which report is
included in the accompanying Form 8-K/A, Amendment No. 1. We
also consent to the reference to our firm under the caption
"Experts".
/s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Rochester, New York
January 12, 1998
