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):
June 30, 2000
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. Employer
of incorporation or 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 December 1, 2000, as set forth in the
pages attached hereto:
Items 2 and 5. Acquisition of Assets.
Financial Statements for the Old Friends Apartments, the Elmwood Terrace and
Orleans Village purchased on February 1, 2000, June 30, 2000 and November 16,
2000, respectively, are presented in Item 7.
Item 7. Financial Statements and Exhibits.
a. Financial Statements of the real estate acquired:
Audited statement of revenues and certain expenses of Old Friends
Apartments for the year ended December 31, 1999.
Audited statement of revenues and certain expenses of the Elmwood
Terrace for the year ended December 31, 1999.
Audited statement of revenues and certain expenses of Orleans Village
for the year ended December 31, 1999.
b. Pro Forma Financial Information:
Pro forma condensed consolidated balance sheet of the Company as of
September 30, 2000 and related notes (unaudited).
Pro forma consolidated statement of operations of the Company for the
nine months ended September 30, 2000 and for the year ended December
31, 1999 (unaudited).
Notes to the pro forma consolidated statement of operations of the
Company for the nine months ended September 30, 2000 and for the year
ended December 31, 1999 (unaudited).
c. Exhibit 23.0 - Consent of PricewaterhouseCoopers, LLP
<PAGE>
OLD FRIENDS APARTMENTS
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, presents fairly, in all material respects, the revenues and
certain expenses, as defined in Note 1, of Old Friends Apartments for the year
ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States of America. The statement of revenues and
certain expenses is the responsibility of Old Friends Apartments' 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 of America, 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 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 Old Friends Apartments' revenues and expenses.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Rochester, NY
December 12, 2000
<PAGE>
OLD FRIENDS APARTMENTS
STATEMENT OF REVENUES AND
CERTAIN EXPENSES
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE PERIOD
JANUARY 1, THROUGH SEPTEMBER 30,
2000 (UNAUDITED) For the Year Ended
DECEMBER 31, 1999
<S> <C> <C>
Revenues:
Rental income $291 $380
Other income 19 25
310 405
Certain Expenses:
Property operating and maintenance 107 153
Real estate taxes 29 38
136 191
Revenue in excess of certain expenses 174 214
</TABLE>
THE ACCOMPANYING NOTE IS AN INTEGRAL PART OF THIS FINANCIAL STATEMENT.
<PAGE>
OLD FRIENDS APARTMENTS
STATEMENT OF REVENUES AND
CERTAIN EXPENSES
DECEMBER 31, 1999
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 Old Friends Apartments,
one residential property owned by parties not related to Home Properties of
New York, Inc. (the "Company").
On February 1, 2000, the Company, through its subsidiary Home Properties of
New York, L.P., acquired 100% of the real estate of Old Friends Apartments,
51 apartment units located in one community. The property is located in
Baltimore, Maryland.
The acquisition was funded through the assumption of a $2.4 million
mortgage and receipt of $0.4 million in cash from the seller. The mortgage
carries an interest rate of 6.73% and matures in August 2009.
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 Old
Friends Apartments 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
Old Friends 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 Old Friends
Apartments. The Company is not aware of any material factors relating to
Old Friends 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 period from January 1 through September 30, 2000 has
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission described above. 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 accounting
principles generally accepted in the United States of America 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>
ELMWOOD TERRACE APARTMENTS
STATEMENT OF REVENUES
AND 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, presents fairly, in all material respects, the revenues and
certain expenses, as defined in Note 1, of Elmwood Terrace Apartments for the
year ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States of America. The statement of revenues and
certain expenses is the responsibility of Elmwood Terrace Apartments'
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 of America, 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 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 Elmwood Terrace Apartments' revenues and expenses.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Rochester, NY
December 13, 2000
<PAGE>
ELMWOOD TERRACE APARTMENTS
STATEMENT OF REVENUES
AND EXPENSES
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE PERIOD
JANUARY 1, THROUGH SEPTEMBER 30,
2000 (UNAUDITED) For the Year Ended
DECEMBER 31, 1999
<S> <C> <C>
Revenues:
Rental income $2,648 $3,298
Other income 94 124
2,742 3,422
Certain Expenses:
Property operating and maintenance 1,130 1,825
Real estate taxes 172 222
1,302 2,047
Revenue in excess of certain expenses $1,440 $1,375
</TABLE>
The accompanying note is an integral part of this financial statement.
<PAGE>
ELMWOOD TERRACE APARTMENTS
STATEMENT OF REVENUES
AND EXPENSES
DECEMBER 31, 1999
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 Elmwood Terrace
Apartments, one residential property owned by parties not related to Home
Properties of New York, Inc. (the "Company").
On June 30, 2000, the Company, through its subsidiary Home Properties of
New York, L.P., acquired 100% of the real estate of Elmwood Terrace
Apartments, 504 apartment units located in one community. The property is
located in Frederick, Maryland.
The acquisition was funded through the assumption of approximately $4.7
million in a mortgage, approximately $4 million in cash and the issuance of
Operating Partnership Units in Home Properties of New York, L.P. valued at
approximately $11.9 million. The mortgage carries an interest rate of
8.32% and matures in 2003.
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
Elmwood Terrace Apartments 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 Elmwood Terrace 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
Elmwood Terrace Apartments. The Company is not aware of any material
factors relating to Elmwood Terrace 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 period from January 1 through September 30, 2000 has been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission described above. 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 accounting
principles generally accepted in the United States of America 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>
ORLEANS VILLAGE
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, presents fairly, in all material respects, the revenues and
certain expenses, as defined in Note 1, of Orleans Village for the year ended
December 31, 1999 in conformity with accounting principles generally accepted
in the United States of America. The statement of revenues and certain
expenses is the responsibility of Orleans Village'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 of America, 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 our opinion.
The accompanying statement of revenues and certain expenses was prepard 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 Orleans Village's revenues and expenses.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Rochester, NY
December 14, 2000
<PAGE>
ORLEANS VILLAGE
STATEMENT OF REVENUES AND
CERTAIN EXPENSES
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE PERIOD
JANUARY 1, THROUGH SEPTEMBER 30,
2000 (UNAUDITED) For the Year Ended
DECEMBER 31, 1999
<S> <C> <C>
Revenues:
Rental income $6,792 $8,622
Other income 385 490
7,177 9,112
Certain Expenses:
Property operating and maintenance 2,427 3,140
Real estate taxes 383 500
2,810 3,640
Revenue in excess of certain expenses $4,367 $5,472
</TABLE>
The accompanying note is an integral part of this financial statement.
<PAGE>
ORLEANS VILLAGE
STATEMENT OF REVENUES AND
CERTAIN EXPENSES
DECEMBER 31, 1999
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 Orleans Village, one
residential property owned and managed by parties not related to Home
Properties of New York, Inc. (the "Company").
On November 16, 2000, the Company, through its subsidiary Home Properties
of New York, L.P., acquired 100% of the real estate of Orleans Village, 851
apartment units located in one community. The property is located in
Alexandria, Virginia.
The acquisition was funded through $67.4 million in cash.
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 Orleans
Village 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 Orleans
Village. Expenses excluded relate to property management fees, interest
expense, depreciation and amortization expense and other expenses not
directly related to the future operations of Orleans Village. The Company
is not aware of any material factors relating to Orleans Village 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, 2000 has been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission described above. 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 accounting
principles generally accepted in the United States of America 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
SEPTEMBER 30, 2000
(Unaudited, In Thousands)
This unaudited pro forma Condensed Consolidated Balance Sheet is presented as
if the Company had purchased the Blackhawk Apartments, the Figoni Portfolio and
Orleans Village on September 30, 2000. This unaudited pro forma Condensed
Consolidated Balance Sheet should be read in conjunction with the Statement of
Revenues and Certain Expenses of the Orleans Village and notes thereto included
elsewhere herein. In management's opinion, all adjustments necessary to
reflect the purchase of the Blackhawk Apartments, Figoni Portfolio and Orleans
Village have been made.
AS OF SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
Home
Properties Blackhawk
of New York, Apartments Figoni Orleans ProForma Company
Inc. (A) (B) Portfolio (B) Village (B) Adjust. (C) Pro Forma
----------- ---------- ------------ ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Real estate, net $1,598,554 $2,569 $8,153 $5,949 $94,729(D) $1,709,954
Cash and cash equivalents 46,816 (46,816) -
Other assets 130,160 - - - - 130,160
---------- ------- ------ ------- -------- ----------
Total Assets $1,775,530 $ 2,569 $8,153 $5,949 $47,913 $1,840,114
========== ======= ====== ======= ======== ==========
LIABILITIES
Mortgage notes payable $765,803 $10,700 $8,100 $ - $ - $ 784,603
Line of credit 0 45,784(E) 45,784
Other liabilities 45,717 45,717
---------- ------- ------ ------- -------- ----------
Total Liabilities 811,520 10,700 8,100 - 45,784 876,104
---------- ------- ------ ------- -------- ----------
Minority interest 369,105 - - - - 369,105
---------- ------- ------ ------- -------- ----------
Preferred Stock, Series B 48,733 48,733
STOCKHOLDERS' EQUITY
Preferred Stock, Series A 35,000 35,000
Preferred Stock, Series C 59,500 59,500
Preferred Stock, Series D 25,000 25,000
Common stock 212 212
Additional paid-in capital 484,117 484,117
Accumulated deficit (48,040) ( 8,131) 53 5,949 2,129(F) (48,040)
Officer and Director notes for
stock purchases (9,617) (9,617)
---------- ------- ------ ------- -------- ----------
Total stockholders' equity 546,172 ( 8,131) 53 5,949 2,129 546,172
---------- ------- ------ ------- -------- ----------
Total liabilities and
stockholders' equity $1,775,530 $ 2,569 $8,153 $5,949 $ 47,913 $1,840,114
========== ======= ====== ======= ======== =========
</TABLE>
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
(Unaudited, in Thousands)
(A) Reflects the Company's historical consolidated balance sheet as of
September 30, 2000 as reported on Form 10-Q
The Company's historical consolidated balance sheet includes the balance
sheet of Old Friends Apartments (acquired February 1, 2000), Elmwood
Terrace (acquired June 30, 2000), East Meadow (acquired August 1, 2000),
Southbay Manor (acquired September 11, 2000), Hampton Court (acquired
September 30, 2000) and Bayberry Apartments (acquired September 30,
2000). The acquisitions were recorded as follows:
<TABLE>
<CAPTION>
Appliances & Mortgages
Land Building Equipment Assumed Total (1)
------ -------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Old Friends Apts. $255 $1,744 $51 ($2,400) $350
Elmwood Terrace 2,520 17,576 504 (4,700) (15,900)(2)
East Meadow 2,250 13,000 150 - (15,400)
Southbay Manor 1,098 1,841 61 - (3,000)(3)
Hampton Court 1,274 4,544 182 (3,600) (2,400)(4)
Bayberry Place 1,440 4,150 120 (2,500) (3,210)(5)
----- ------ ----- ------- --------
$8,837 $42,855 $1,068 ($13,200) ($39,560)
====== ====== ===== ======= ========
</TABLE>
(1) Funded with excess cash and the Company's line of credit.
(2) Includes the issuance of 439,865 shares of operating units at a price of
$27 and excess cash of $4,024.
(3) Includes the issuance of 52,004 shares of operating units at a price of
$29.57 and excess cash of $1,462.
(4) Includes the issuance of 38,533 shares of operating units at a price of
$28.50 and excess cash of $1,302.
(5) Includes the issuance of 109,444 shares of operating units at a price of
$28.50 and excess cash of $91.
(B) Reflects the Blackhawk Apartments (acquired October 24, 2000), the
Figoni Portfolio (acquired November 1, 2000)
and Orleans Village (acquired November 16, 2000), historical balance
sheets as of September 30, 2000 for the assets/liabilities acquired by
the Company.
(C) The pro forma adjustments reflect the purchase of the Blackhawk
Apartments, Figoni Portfolio and Orleans Village. The purchase price
was allocated as follows:
<TABLE>
<CAPTION>
Appliances
Land Building & Equipment Total
--------- --------- ----------- -------
<S> <C> <C> <C> <C>
Blackhawk Apartments $2,968 $14,161 $371 $17,500
Figoni Portfolio 4,290 21,781 429 26,500
Orleans Village 8,510 58,039 851 67,400
------ ------- ----- -------
Total $15,768 $93,981 $1,651 $111,400
====== ======= ===== =======
</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.
(A) Reflects the excess of the cash purchase price of $111,400 over the
historical seller's cost basis of $16,671.
(B) Represents the draw down of the Company's line of credit to fund the
acquisitions.
(F) 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 NINE MONTHS ENDED SEPTEMBER 30, 2000
(Unaudited, in Thousands, Except Share and Per Share Data)
The unaudited pro forma Consolidated Statement of Operations for the nine
months ended September 30, 2000 and for the year ended December 31, 1999 is
presented as if the acquisitions of the Old Friends Apartments, Elmwood
Terrace, East Meadow, Southbay Manor, Hampton Court, Bayberry Apartments,
Blackhawk Apartments, the Figoni Portfolio and Orleans Village 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 Old Friends Apartments, Elmwood Terrace and Orleans Village and notes
thereto included elsewhere herein. In management's opinion, all adjustments
necessary to reflect the effects of the purchase of Old Friends Apartments,
Elmwood Terrace, East Meadow, Southbay Manor, Hampton Court, Bayberry
Apartments, Blackhawk Apartments, the Figoni Portfolio and Orleans Village have
been made.
The unaudited pro forma Consolidated Statement of Operations for the nine
months ended September 30, 2000 and for the year ended December 31, 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 NINE MONTHS ENDED SEPTEMBER 30, 2000
Home
Properties of Other
New York, Inc. Acquired
Historical Blackhawk Figoni Orleans Properties Pro Forma Company Pro
(A) Apartment(B) Portfolio (B) Village (B) (C) Adjmnt. Forma
------------- ------------ ------------ -------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Rental Income $218,039 $2,146 $2,870 $6,792 $4,590 $234,437
Property other income 8,080 69 14 385 157 8,705
Interest and Dividend
Income 6,035 6,035
Other income 381 381
------- ----- ----- ----- ------ ------ -------
Total revenues 232,535 2,215 2,884 7,177 4,747 249,558
------- ----- ----- ----- ------ ------ -------
Expenses:
Operating and
maintenance 92,862 1,067 1,046 2,810 2,052 99,837
General and
administrative 9,799 511 (D) 10,310
Interest 41,522 4,489 (E) 46,011
Depreciation and
amortization 37,795 2,892 (F) 40,687
------- ----- ----- ----- ------ ------ -------
Total Expenses 181,978 1,067 1,046 2,810 2,052 7,892 196,845
------- ----- ----- ----- ------ ------ -------
Income before gain on
disposition of
property
and minority interest 50,557 1,148 1,838 4,367 2,695 ($7,892) 52,713
Loss on disposition of
property 417 417
------- ----- ----- ----- ----- ------- -------
Income before minority
interest $50,140 $1,148 $1,838 $4,367 2,695 ($7,892) 52,296
======= ===== ===== ===== ===== =======
Minority interest of Unit holders 20,426
------
Net income before preferred dividends $31,870
Preferred dividends (8,252)
------
Net income available for common
shareholders $23,618
======
Net income per common share
-basic $1.16
======
-diluted $1.15
======
Weighted average number of
shares outstanding - basic 20,412,401
==========
- diluted 20,539,312
==========
</TABLE>
<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)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1999
Home
Properties of Other
New York, Inc. Blackhawk Figoni Orleans Acquired Pro Forma Company Pro
Historical (A) Apartment (B) Portfolio Village (B) Properties Adjmnt. Forma
(B) (C)
-------------- ------------ ---------- ---------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Rental Income $217,591 $2,861 $3,826 $8,622 $7,876 $240,776
Property other income 6,878 92 19 490 253 7,732
Interest and Dividends 7,092 7,092
Other income 2,902 2,902
------- ------ ------ ------ ------ ------- ---------
Total revenues 234,463 2,953 3,845 9,112 8,129 258,502
------- ------ ------ ------ ------ ------- ---------
Expenses:
Operating and
maintenance 95,200 1,423 1,394 3,640 4,164 105,821
General and administrative 10,696 721 (D) 11,417
Interest 39,558 6,172 (E) 45,730
Depreciation and amort. 37,350 4,181 (F) 41,531
Loss on available-for-sale
Securities 2,123 2,123
Non-recurring acquisition
expenses 6,225 6,225
------- ------ ------ ------ ------ ------- ---------
Total Expenses 191,152 1,423 1,394 3,640 4,164 11,074 212,847
------- ------ ------ ------ ------ ------- ---------
Income before gain on
disposition of property,
minority interest and
extraordinary item 43,311 1,530 2,451 5,472 3,965 (11,074) 45,655
Gain on disposition of
Property 457 457
------- ------ ------ ------ ------ ------- ---------
Income before minority
interest and
extraordinary $43,768 $ 1,530 $2,451 $5,472 $3,965 ($11,074) 46,112
item ======= ======= ====== ===== ====== =======
Minority interest 18,933
------
Net income before extraordinary item 27,179
Extraordinary item (103)
------
Net income before preferred dividends 27,076
Preferred dividends (1,153)
------
Net income available for common
shareholders $25,923
======
Net income available for common
shareholders - Basic $1.39
----
- Diluted $1.38
----
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 NINE MONTHS ENDED SEPTEMBER 30, 2000 AND
FOR THE YEAR ENDED DECEMBER 31, 1999
(Unaudited, in Thousands)
(A)Reflects the historical unaudited consolidated statement of operations for
the Company for the nine months ended September 30, 2000 and 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 Blackhawk
Apartments, Figoni Portfolio and Orleans Village which were not owned by the
Company for the year ended December 31, 1999 and for the period prior to
their acquisition in 2000.
(C)Reflects the combined historical revenues and certain expenses of the Old
Friends Apartments, Elmwood Terrace, East Meadow Apartments, Southbay Manor
Apartments, Bayberry Place Apartments and Hampton Court Apartments which
were not owned by the Company for the year ended December 31, 1999 and for
the period prior to their acquisition in 2000.
(D) Reflects additional general and administrative expenses.
(E)Reflects the increase in interest related to debt assumed to finance the
acquisitions. The interest is calculated as follows:
<TABLE>
<CAPTION>
INTEREST
Amortizing mortgage: PRINCIPAL BALANCE 12 MOS. 9 MOS.
------------------ ------- --------
<S> <C> <C> <C>
Old Friends at 6.73% (for the period
1/1/00-2/1/00) $2,400 $162 $14
Elmwood Terrace at 8.32% (for the period
1/1/00-6/30/00) 4,700 391 198
Hampton Court at 8.88% (for
the period 1/1/00-9/30/00) 3,600 320 243
Bayberry Apartments at 9.75%
for the period 1/1/00 - 9/30/00) 2,500 244 186
Blackhawk at 7.65% (for the period
1/1/00-10/24/00) 10,700 819 623
Figoni at 8.21% (for the period
1/1/00-11/1/00) 8,100 665 506
Orleans Village at 7.80% Line of Credit
(for the period 1/1/00-11/16/00) 45,784 3,571 2,719
------ ----- -----
$77,784 $6,172 $4,489
====== ===== =====
</TABLE>
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.
(F) Reflects depreciation and amortization related to the acquisition. See
Note C under Notes to Pro Forma Condensed Consolidated Balance Sheet
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: January 15, 2001
By: /S/ DAVID P. GARDNER
----------------------------
David P. Gardner
Senior Vice President
Chief Financial Officer
Date: January 15, 2001
By: /S/ DAVID P. GARDNER
----------------------------
David P. Gardner
Senior Vice President
Chief Financial Officer
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
EXHIBIT INDEX
Exhibit 23.0 - Consent of PricewaterhouseCoopers, LLP
