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): November 5, 1999
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 number) (I.R.S.
of incorporation or Employer
organization) Identification Number)
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)
<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 April 5,
2000, as set forth in the pages attached hereto:
Items 2 and 5. Acquisition of Assets.
Financial Statements for the Gateside Portfolio purchased on
March 15, 2000, 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
Gateside Portfolio for the year ended December 31, 1999.
a. Pro Forma Financial Information:
Pro forma condensed consolidated balance sheet of the
Company as of December 31, 1999 and related notes
(unaudited).
Pro forma consolidated statement of operations of the
Company for the year ended December 31, 1999 (unaudited).
Notes to the pro forma consolidated statement of
operations of the Company for the year ended December 31,
1999 (unaudited).
a. Exhibit 23.0 - Consent of PricewaterhouseCoopers, LLP
<PAGE>
The Gateside Portfolio
Statement of Revenues and Certain Expenses December 31, 1999
Report of Independent Accountants
To the Board of Directors and Shareholders of Home Properties of
New York, Inc.
In our opinion, the accompanying statement of revenues and
certain expenses, as defined in Note 1, present fairly, in all
material respects, the revenues and certain expenses, as defined
in Note 1, of The Gateside Portfolio for the year ended December
31, 1999 in conformity with accounting principles generally
accepted in the United States. The statement of revenues and
certain expenses is the responsibility of The Gateside
Portfolio's management; our responsibility is to express an
opinion on this financial statement based on our audit. We
conducted our audit of the statement of revenues and certain
expenses in accordance with auditing standards generally accepted
in the United States, which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statement, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the
opinion expressed above.
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 Gateside Portfolio's revenues and expenses.
/s/ PricewaterhouseCoopers LLP
Rochester, New York
April 26, 2000
<PAGE>
The Gateside Portfolio
Statement of Revenues and Certain Expenses (In thousands)
For the
Year Ended
December 31,
1999
Revenues:
Rental income $19,357
Other income 640
-------
$19,997
-------
Certain expenses:
Property operating and maintenance 5,517
Real estate taxes 1,291
-------
6,808
-------
Revenues in excess of certain expenses $13,189
=======
<PAGE>
The Gateside Portfolio
Statement of Revenues and Certain Expenses (In thousands)
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 Gateside Portfolio, six residential properties owned and
managed by common parties not related to Home Properties of
New York, Inc. (the "Company").
On March 16, 2000, the Company, through its subsidiary Home
Properties of New York, L.P., acquired 100% of the real estate
of The Gateside Portfolio, 2,113 apartment units located in
six communities, and two parcels of vacant land. The
properties are primarily located in suburban markets of
Philadelphia, Pennsylvania.
The acquisition was funded through the assumption of mortgages
of the communities totalling approximately $73.1 million,
approximately $30 million in cash and the issuance of
Operating Partnership Units in Home Properties of New York,
L.P. valued at approximately $32.8 million. The mortgages
carry a weighted average interest rate of 7.7% and a weighted
average maturity of 4.2 years.
Basis of Presentation
The accompanying financial statement has been prepared on the
accrual basis of accounting, but is not representative of the
actual operations of The Gateside Portfolio for the period
shown. As required by the Securities and Exchange Commission
Regulation S-X, Rule 3-14, certain expenses have been excluded
which may not be comparable to the proposed future operations
of The Gateside Portfolio. 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 Gateside Portfolio. The
Company is not aware of any material factors relating to The
Gateside Portfolio 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.
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>
HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999
(Unaudited, In Thousands)
This unaudited pro forma Condensed Consolidated Balance Sheet is
presented as if the Company had purchased the Gateside Portfolio,
the Old Friends Apartments and the Detroit Communities on December
31, 1999. This unaudited pro forma Condensed Consolidated Balance
Sheet should be read in conjunction with the Statement of Revenues
and Certain Expenses of the Gateside Portfolio and notes thereto
included elsewhere herein. In management's opinion, all adjustments
necessary to reflect the purchase of the Gateside Portfolio, the Old
Friends Apartments and the Detroit Communities have been made.
As of December 31, 1999
-----------------------
<TABLE>
<CAPTION>
Home
Properties Gateside Old Detroit
of New Portfolio Friends Communities ProForma Company
York, (B) Apartments (B) Adjust.(C) Pro Forma
Inc. (A) (B)
---------- --------- ---------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Real estate,net $1,378,849 $28,193 $556 $2,154 $123,622(D) $1,533,374
Cash and cash
equivalents 4,742 400 5,142
Other assets 120,026 - - - - 120,026
---------- ---------- ------ ---------- --------- ---------
-
Total Assets $1,503,617 $28,193 $956 $2,154 $123,622 $1,658,542
=========== ========= ====== ========== ========= ==========
LIABILITIES
Mortgage notes
payable $618,901 $73,100 $2,400 $7,500 $ - $ 701,901
Line of credit 50,800 33,203(E) 84,003
Other liabilities 36,913 36,913
-------- ------- ------ -------- --------- ----------
Total Liabilities 706,614 73,100 2,400 7,500 33,203 822,817
-------- ------- ------ -------- --------- ----------
Minority interest 299,880 - - - 38,722 (F) 338,602
-------- ------- ------ -------- --------- ----------
Preferred Stock,
Series B 48,733 48,733
-------- ----------
STOCKHOLDERS' EQUITY
Preferred Stock, Series A 35,000 35,000
Common stock 196 196
Additional paid-in capital 461,345 461,345
Accumulated deficit (38,294) (44,907) (1,444) (5,346) 51,697 (G) (38,294)
Officer and Director
notes for stock purchases (9,857) (9,857)
-------- -------- ------- ------- ------- ----------
Total stockholders' equity 448,390 (44,907) (1,444) (5,346) 51,697 448,390
-------- -------- ------- ------- ------- ----------
Total liabilities and
Stockholders' equity $1,503,617 $28,193 $956 $2,154 $123,622 $1,658,542
========== ======== ======= ======== ======== ===========
</TABLE>
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999
(Unaudited, in Thousands)
(A) Reflects the Company's historical consolidated balance sheet
as of December 31, 1999 as reported on Form 10-K/A.
The Company's historical consolidated balance sheet includes
the balance sheet of The Lakes Apartment (acquired November 5,
1999). The acquisition was recorded as Land $2,821; Building
$22,395; and Appliances $434 funded with excess cash and the
Company's line of credit.
(B) Reflects the Gateside Portfolio (acquired March 15, 2000), the
Old Friends Apartments (acquired February 1, 2000) and the
Detroit Communities (acquired March 22, 2000), historical
balance sheets as of December 31, 1999 for the
assets/liabilities acquired by the Company.
(C) The pro forma adjustments reflect the purchase of the Gateside
Portfolio, Old Friends Apartments and Detroit Communities. The
purchase price was allocated as follows:
<TABLE>
<CAPTION>
Appliances
Land Building & Equipment Total
------- ---------- ----------- -------
<S> <C> <C> <C> <C>
Gateside Portfolio $21,534 $114,577 $2,114 $138,225
OldFriends Apartments 255 1,744 51 2,050
Detroit Communities 2,160 11,730 360 14,250
------- ------- ---------- --------
Total $23,949 $128,051 $2,525 $154,525
======= ======== ========== ========
</TABLE>
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 $154,525
over the historical seller's cost basis of $30,903.
(E) Represents the draw down of the Company's line of credit to
fund the acquisitions.
(F) Reflects the issuance of shares of operating partnership
units for the acquisitions as follows:
OP Units Unit Price Minority/Interest
-------- ---------- -----------------
Gateside Portfolio 1,202,687 $27.25 $32,773
Old Friends Apartments 1,433 25.00 36
Detroit Communities 224,356 26.35 5,913
--------- ------ ------
Total 1,428,476 $38,722
========= =======
(G) Represents the elimination of the seller's historical
capital account.
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1999
(Unaudited, in Thousands, Except Share and Per Share Data)
The unaudited pro forma Consolidated Statement of Operations for the
year ended December 31, 1999 is presented as if the acquisitions of the
Gateside Portfolio, the Lakes Apartments, the Old Friends Apartments,
and the Detroit Communities had occurred on January 1, 1999. The
unaudited pro forma Consolidated Statement of Operations should be read
in conjunction with the Statements of Revenues Certain Expenses of the
Gateside Portfolio and notes thereto included elsewhere herein. In
management's opinion, all adjustments necessary to reflect the effects
of the purchase of the Gateside Portfolio, the Lakes Apartments, the Old
Friends Apartments, and the Detroit Communities have been made.
The unaudited pro forma Consolidated Statement of Operations for the
year ended December, 1999 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 Year Ended December 31, 1999
------------------------------------
Home
Properties
of New The Old
York, Inc. Gateside Lakes Friends Detroit Pro Company
Historical Portfolio Apts. Apts Comm. Forma Pro
(A) (B) (C) (D) (E) Adjmnt. Forma
---------- --------- ----- ------ ------- ------ ------- . t.
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Rental Income $217,591 $19,357 $3,325 $380 $2,672 $243,325
Property other
income 6,878 640 181 18 55 7,772
Interest and Dividends 7,092 7,092
Other income 2,902 2,902
------- ------ ------ ---- ------ -------
Total revenues 234,463 19,997 3,506 398 2,727 261,091
------- ------ ------ ---- ------ --------
Expenses:
Operating and
maintenance 95,200 6,808 1,598 203 1,211 105,020
General and
administrative 10,696 694 (F) 11,390
Interest 39,558 9,925 (G) 49,483
Depreciation and amort. 37,350 4,495 (H) 41,845
Loss on available-for-
sale securities 2,123 2,123
Non-recurring
acquisition expenses 6,225 6,225
------ ------ ------ ----- ----- ------- -------
Total Expenses 191,152 6,808 1,598 203 1,211 15,114 216,086
------- ------ ------ ---- ----- ------ -------
Income before gain on
disposition of property
minority interest and
extraordinary item 43,311 13,189 1,908 195 1,516 (15,114) 45,005
Gain on disposition
of property 457 457
------- ------ ------ ---- ----- ------ -------
Income before minority
interest and
extraordinary item $43,768 $13,189 $1,908 $195 $1,516 ($15,114) 45,462
======= ====== ===== ==== ===== ======
Minority interest 19,297
------
Net income before extraordinary item 26,165
Extraordinary item (100)
------
Net income before preferred dividends 26,065
Preferred dividends (1,153)
Net income available for -------
common shareholders $24,912
======
Net income available for common
shareholders - Basic $1.33
======
- Diluted $1.33
======
Weighted average number of
shares outstanding - basic 18,697,731
==========
- diluted 18,800,907
==========
</TABLE>
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(Unaudited, in Thousands)
(A) Reflects the historical consolidated statement of operations for
the Company for the year ended December 31, 1999.
(B) Reflects the historical revenues and certain expenses of the
Gateside Portfolio which were not owned by the Company for the
year ended December 31, 1999.
(C) Reflects the historical revenues and certain expenses of the
Lakes Apartments which was not owned by the Company for
the period prior to their acquisition in 1999.
(D) Reflects the historical revenues and certain expenses of Old
Friends Apartments, which was not owned by the Company for
the year ended December 31, 1999.
(E) Reflects the historical revenues and certain expense of the
Detroit Communities, which were not owned by the Company for
the year ended December 31, 1999.
(F) Reflects additional general and administrative expenses.
(G) Reflects the increase in interest related to debt assumed and
drawn down on the Line of Credit to finance the acquisitions.
The interest is calculated as follows:
Principal Balance Interest Expense
----------------- ----------------
Gateside at 7.7% $73,100 $5,629
Old Friends Apartments
at 6.73% 2,400 162
Detroit Communities at
7.88% 7,500 591
Gateside (Line of Credit
at 6.8%) 30,000 2,040
Lakes (Line of Credit at
6.8% for the Period
1/1/99 to 11/8/99) 25,520 1,503
---------- --------
$138,520 $ 9,925
========== ========
The historical consolidated statement of operations for the Company for
the year ended December 31, 1999 needs twelve months worth of
interest on each loan associated with the acquisition, except for The
Lakes Apartments acquired on November 8,1999.
(H) Reflects depreciation and amortization related to the acquisition.
See Note C on page 8 for further information on useful lives of
these assets.
<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: May 22, 2000
By: /s/ David P. Gardner
David P. Gardner Vice President
Chief Financial Officer and Treasurer
Date: May 22, 2000
By: /s/ David P. Gardner
David P. Gardner, Vice President
Chief Financial Officer and Treasurer
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
EXHIBIT INDEX
Exhibit 23.0 - Consent of PricewaterhouseCoopers, LLP
<PAGE>
Exhibit 23.0
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration
Statements on Forms S-3 (Nos. 33-96004, 333-37229, 333-94815, 333-
92023, 333-93761, 333-46243, 333-2672, 333-58799, 333-64069, 333-52601
and 333-75253) and on Forms S-8 (Nos. 333-05705, 333-12551, 333-58801,
333-60731, 333-89631, and 333-91985) filed by Home Properties of New
York, Inc. of our report dated April 26, 2000 relating to the
financial statement of The Gateside Portfolio for the year ended
December 31, 1999, which report is included in the accompanying Form
8-K/A. We also consent to the reference to our firm under the
caption "Experts."
/s/PricewaterhouseCoopers LLP
Rochester, New York
May 19, 2000
