-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UHy8uUjh86rtpKwfrvnWTBcEI2ZRZdERdK5y+EBwA7qYVWJ6sn+RfMengK+oGtu3 xbw48IycbDIzwxrnvYY0dQ== 0000923118-00-000014.txt : 20000523 0000923118-00-000014.hdr.sgml : 20000523 ACCESSION NUMBER: 0000923118-00-000014 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991105 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOME PROPERTIES OF NEW YORK INC CENTRAL INDEX KEY: 0000923118 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 161455126 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-13136 FILM NUMBER: 640854 BUSINESS ADDRESS: STREET 1: 850 CLINTON SQ CITY: ROCHESTER STATE: NY ZIP: 14604 BUSINESS PHONE: 7162464105 MAIL ADDRESS: STREET 1: 850 CLINTON SQUARE CITY: ROCHESTER STATE: NY ZIP: 14604 8-K/A 1 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) 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 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 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 ======= 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. 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 -----------------------
Home Properties Gateside Old Detroit of New Portfolio Friends Communities ProForma Company York, (B) Apartments (B) Adjust.(C) Pro Forma Inc. (A) (B) ---------- --------- ---------- ----------- --------- --------- 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 ========== ======== ======= ======== ======== ===========
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:
Appliances Land Building & Equipment Total ------- ---------- ----------- ------- 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 ======= ======== ========== ========
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. 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.
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. 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 ==========
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. 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 HOME PROPERTIES OF NEW YORK, INC. EXHIBIT INDEX Exhibit 23.0 - Consent of PricewaterhouseCoopers, LLP 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 -----END PRIVACY-ENHANCED MESSAGE-----