-----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, Tab1tz0aQR5Ul5iWFvVzdIAD9VoIVHwkQeTDSRQ4hPQLVQPHnoBMAhv0FrPI9oHa EaZjcw/guxAPvocA27mhiA== 0000923118-99-000011.txt : 19990730 0000923118-99-000011.hdr.sgml : 19990730 ACCESSION NUMBER: 0000923118-99-000011 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990701 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990729 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: 99672954 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 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 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. 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) 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 and 7 of its Current Report on Form 8-K, which was filed on July 2, 1999, as set forth in the pages attached hereto: Item 2. Acquisition of Assets. Financial Statements for the CRC Portfolio, purchased on July 1, 1999, 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 CRC Portfolio for the year ended December 31, 1998. b. Pro Forma Financial Information: Pro forma condensed balance sheet of the Company as of March 31, 1999 and related notes (unaudited). Pro forma condensed statement of operations of the Company for the three months ended March 31, 1999 and for the year ended December 31, 1998 (unaudited). c. Exhibits: Exhibit 23.0 - Consent of PricewaterhouseCoopers LLP THE CRC PORTFOLIO STATEMENT OF REVENUES AND CERTAIN EXPENSES DECEMBER 31, 1998 REPORT OF INDEPENDENT ACCOUNTANTS June 18, 1999 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 CRC Portfolio for the year ended December 31, 1998 in conformity with generally accepted accounting principles. The statement of revenues and certain expenses is the responsibility of The CRC 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 generally accepted auditing standards, 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 CRC Portfolio's revenues and expenses. /S/ PRICEWATERHOUSECOOPERS LLP PRICEWATERHOUSECOOPERS LLP THE CRC PORTFOLIO STATEMENT OF REVENUES AND CERTAIN EXPENSES (IN THOUSANDS)
For the Period January 1, For the through Year Ended March 31, 1999 December 31, 1998 (unaudited) Revenues: Rental income $ 8,196 $ 32,283 Other income 60 219 -------- ---------- 8,256 32,502 Certain expenses: Property operating and maintenance 3,440 14,918 Real estate taxes 429 1,598 -------- ---------- 3,869 16,516 -------- ---------- Revenues in excess of certain expenses $ 4,387 $ 15,986 ======== ==========
The accompanying note is an integral part of this financial statement. THE CRC PORTFOLIO NOTE TO STATEMENT OF REVENUES AND CERTAIN EXPENSES YEAR ENDED DECEMBER 31, 1998 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 CRC Portfolio, seven residential properties owned and managed by common parties not related to Home Properties of New York, Inc. (the "Company"). On July 1, 1999, the Company, through its subsidiary Home Properties of New York, L.P., acquired 100% of the real estate of The CRC Portfolio, 3,722 apartment units located in seven communities. The properties are primarily located in suburban markets of Washington, D.C.; Baltimore, MD and Richmond, VA. The acquisition was funded through the assumption of approximately $57 million in mortgages, approximately $18 million in cash and the issuance of Operating Partnership Units in Home Properties of New York, L.P. valued at approximately $106 million. The mortgages carry a weighted average interest rate of 7.16% and a weighted average maturity of 12 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 CRC 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 CRC 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 CRC Portfolio. The Company is not aware of any material factors relating to The CRC 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. INTERIM UNAUDITED FINANCIAL STATEMENT The accompanying interim unaudited statement of revenues and certain expenses for the period from January 1 through March 31, 1999 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 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 MARCH 31, 1999 (Unaudited, In Thousands) This unaudited pro forma Condensed Consolidated Balance Sheet is presented as if the Company had purchased the CRC Portfolio on March 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 CRC Portfolio and note thereto included elsewhere herein. In management's opinion, all adjustments necessary to reflect the purchase of the CRC Portfolio have been made.
Home Properties of New York, Pro Forma Company INC. (A) CRC Portfolio (B) Adjustm. (C) Pro Forma ---------------- ---------------- ------------ --------- ASSETS Real Estate, net $ 885,073 $19,541 $156,900(D) $1,061,514 Cash and cash equivalents 27,341 (17,417) 9,924 Other assets 102,943 575(E) 103,518 --------- ------- -------- --------- Total assets $1,015,357 $19,541 $140,058 $1,174,956 ========= ====== ======= ========= LIABILITIES Mortgage notes payable $419,185 $57,034 $ $476,219 Line of credit - Other liabilities 24,761 24,761 -------- ------ ------- --------- Total liabilities 443,946 57,034 500,980 -------- ------ ------- --------- Minority interest 203,240 105,990(F) 309,230 -------- ------ ------- --------- STOCKHOLDERS' EQUITY Common Stock 182 182 Additional paid-in capital 413,524 (37,493) 37,493(G) 413,524 Distributions in excess of accumulated earnings (29,492) (3,425)(E) (32,917) Unrealized loss on available- for-sale securities (2,360) (2,360) Treasury stock, at cost (3,726) (3,726) Officer and Director notes for stock purchases (9,957) (9,957) --------- ------ ------- --------- Total stockholders' equity 368,171 (37,493) 34,068 364,746 --------- ------ ------- --------- Total liabilities and stockholders' equity $1,015,357 $19,541 $140,058 $1,174,956 ========= ====== ======= =========
HOME PROPERTIES OF NEW YORK, INC. NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET MARCH 31, 1999 (Unaudited, In Thousands, Except Share and Per Share Data) (A) Reflects the Company's historical consolidated balance sheet as of March 31, 1999 as reported on form 10-Q. (B) Reflects the CRC Portfolio historical balance sheet as of March 31, 1999 for the assets acquired by the Company. (C) The pro forma adjustments reflect the purchase of the CRC Portfolio for $176,441. The purchase price will be allocated $26,282 to land, $3,882 to appliances and equipment and $146,277 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 $176,441 over the historical seller's cost basis of $19,541. (E) Management contracts were purchased for $4,000 from an unrelated third party management company. The management contracts purchased are for the properties included in the CRC Portfolio and additional properties in which the Company does not have an ownership interest. The Company will self-manage the CRC Portfolio and will directly expense $3,425 of the contracts allocated to these properties. The remaining contracts of $575 will be recorded as goodwill and be expensed over approximately 40 years. (F) Reflects the issuance of 4,085,684 shares of operating units at a price of $25.94. (G) Represents historical seller's capital account zeroed out. HOME PROPERTIES OF NEW YORK, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 (Unaudited, In Thousands, Except Share and Per Share Data) The unaudited pro forma Consolidated Statement of Operations for the three months ended March 31, 1999 and for the year ended December 31, 1998 is presented as if the acquisition of the CRC Portfolio had occurred on January 1, 1998. The unaudited pro forma Consolidated Statement of Operations should be read in conjunction with the Statements of Revenues and Certain Expenses of the CRC Portfolio and notes thereto included elsewhere herein. In management's opinion, all adjustments necessary to reflect the effects of the purchase of the CRC Portfolio 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.
FOR THE THREE MONTHS ENDED MARCH 31, 1999 ------------------------------------------------------------------------------ Home Properties of New York, Inc. CRC Pro forma Company Historical (A) Portfolio (B) Adjustments Pro Forma ---------------------- ------------- ----------- --------- Revenues Rental Income $43,943 $8,196 $ $52,139 Property other income 1,286 60 1,346 Other income 2,537 (7)(C) 2,530 ------ ----- ----- ------ Total revenues 47,766 8,256 (7) 56,015 ------ ----- ----- ------ Expenses: Operating and maintenance 20,999 3,869 24,868 General and administrative 2,156 248(D) 2,404 Interest 7,716 1,020(E) 8,736 Depreciation & Amortization 7,541 1,130(F) 8,671 ------ ----- ----- ------ Total Expenses 38,412 3,869 2,398 44,679 ------ ----- ----- ------ Income before minority interest $9,354 $4,387 ($2,405) 11,336 ====== ===== ===== Minority interest of Unit holders 4,984 ------ Net income $6,352 ====== Net income per share - Basic $0.36 ====== - Diluted $0.35 ====== Weighted average number of shares outstanding: - Basic 17,871,753 ========== - Diluted 17,960,058 ==========
HOME PROPERTIES OF NEW YORK, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998 (Unaudited, In Thousands, Except Share and Per Share Data)
Community Home Properties of New Realty Pro forma Company York, Inc. (A) Portfolio (B) Adjmt Pro-Forma ---------------------- ------------- --------- --------- Revenues: Rental income $137,557 $32,283 $169,840 Property other income 3,614 219 3,833 Other income 8,072 ( 28)(C) 8,044 ------- ------ ------ ------- Total revenues 149,243 32,502 ( 28) 181,717 ------- ------ ------ ------- Expenses: Operating and Maintenance 63,136 16,516 79,652 General and administrative 6,685 975 (D) 7,660 Interest 23,980 4,082 (E) 28,062 Depr. & Amort. 23,191 4,582 (F) 27,773 ------- ------ ------ ------- Total expenses 116,992 16,516 9,639 143,147 ------- ------ ------ ------- Net income before minority interest and extraordinary item $32,251 $15,986 ($ 9,667) 38,570 ======= ====== ====== Minority interest of Unit holders 18,685 ------ Income before extraordinary item 19,885 Extraordinary item (802) ------ Net Income $19,083 ====== Basic earnings per share data: Income before extraordinary item $1.43 Extraordinary item ($0.06) ---- Net Income $1.37 ==== Diluted earnings per share data: Income before extraordinary item $1.42 Extraordinary item ($0.06) ---- Net Income $1.36 ==== Weighted Average Number of shares outstanding: - Basic 13,898,221 ========== - Diluted 14,022,329 ==========
HOME PROPERTIES OF NEW YORK, INC. NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND FOR THE YEAR ENDED DECEMBER 31, 1998 (Unaudited, In Thousands) (A) Reflects the historical consolidated statement of operations for the Company for the three months ended March 31, 1999 and the historical consolidated statement of operations for the Company for the year ended December 31, 1998. (B) Reflects the historical revenues and certain expenses of the CRC Portfolio which was not owned by the Company for the three months ended March 31, 1999 and for the year ended December 31, 1998. (C) The resulting reduction in interest income (from decrease in cash used to finance the acquisition) is calculated at 4% and amounts to $151 and $603, net of management fee income from third party management contracts in the amount of $144 and $575 for the three months ended March 31, 1999 and for the year ended December 31, 1998, respectively. (D) Reflects additional general and administrative expenses. (E) Reflects the assumption of debt borrowed to finance the acquisition. The interest rates range from 6.6% to 8.4% and amounts to $1,020 and $4,082 for the three months ended March 31, 1999 and for the year ended December 31, 1998, respectively. (F) Reflects depreciation and amortization related to the acquisition. See Notes C and E on page 8 for further information on useful lives of these assets. (G) Management contracts amounting to $3,425 which were expensed at closing have not been included in these Pro Forma Consolidated Statement of Operations because they are material nonrecurring charges. 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: July 29, 1999 By: /S/ DAVID P. GARDNER David P. Gardner Vice President Chief Financial Officer and Treasurer Date: July 29, 1999 By: /S/ NORMAN LEENHOUTS Norman Leenhouts Chairman of the Board of Directors Co-Chief Executive Officer and Director HOME PROPERTIES OF NEW YORK, INC. EXHIBIT INDEX LOCATION EXHIBIT 23.0 Consent of PricewaterhouseCoopers LLP Attached hereto EX-23 2 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, 333-46243, 333-2672, 333-2674, 333-58799, 333-67733, 333-64069, 333-52601 and 333-75253) and on Forms S-8 (Nos. 333-05705, 333-12551, 333-58801 and 333-60731) filed by Home Properties of New York, Inc. of our report dated June 18, 1999 of our audit of The CRC Portfolio for the year ended December 31, 1998, which report is included in the accompanying Form 8-K. We also consent to the reference to our firm under the caption "Experts." /S/PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP Rochester, New York July 27, 1999 -----END PRIVACY-ENHANCED MESSAGE-----