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):
December 27, 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)
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 January 10, 2001, as set forth in the
pages attached hereto:
Items 2 and 5. Acquisition of Assets.
Financial Statements for Cypress Place purchased on December 27, 2000 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 Cypress Place
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
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 Cypress Place 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 Cypress Place'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 statement is 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 Cypress Place's revenues and expenses.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Rochester, New York
March 15, 2001
CYPRESS PLACE
STATEMENT OF REVENUES AND CERTAIN EXPENSES
(IN THOUSANDS)
For the Period January 1
through September 30, 2000 For the Year Ended DECEMBER
(UNAUDITED) 31, 1999
------------------------- ----------------------------
Revenues:
Rental income $1,317 $1,752
Other income 45 53
----- ------
1,362 1,805
----- ------
Certain expenses:
Property operating and maintenance 530 692
Real estate taxes 220 285
---- ---
750 977
--- ---
Revenues in excess of certain expenses $612 $828
==== ===
The accompanying note is an integral part of this financial statement.
CYPRESS PLACE
NOTE TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
YEAR ENDED 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 Cypress Place, one
residential property owned and managed by parties not related to Home
Properties of New York, Inc. (the "Company").
On December 27, 2000, the Company, through its subsidiary Home Properties
of New York, L.P., acquired 100% of the real estate of Cypress Place, 192
apartment units located in one community. The property is located in
Chicago, Illinois.
The acquisition was funded through the assumption of approximately
$6.6 million in a mortgage, the payment of approximately $1.3 million in
cash and through the issuance of Operating Partnership Units in Home
Properties of New York, L.P. valued at approximately $2.2 million. The
mortgage carries an interest rate of 7.13% and matures in 2008.
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
Cypress Place 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
Cypress Place. Expenses excluded relate to property management fees,
interest expense, depreciation and amortization expense and other expenses
not directly related to the future operations of Cypress Place. The
Company is not aware of any material factors relating to Cypress Place 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.
CYPRESS PLACE
NOTE TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 1999
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.
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 Cypress Place 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 Cypress
Place and notes thereto included elsewhere herein. In management's opinion,
all adjustments necessary to reflect the purchase of Cypress Place have been
made.
AS OF SEPTEMBER 30, 2000
Home Properties
of New York, Cypress Place ProForma Company
Inc. (A) Apartments (B) Adjust. (C) Pro Forma
------------ ------------- ----------- ---------
ASSETS
Real estate, net $1,598,554 $ 740 $ 9,360(D) $1,608,654
Cash and cash equivalents 46,816 ( 1,343) 45,473
Other assets 130,160 - - 130,160
--------- ------- ------- ----------
Total Assets $1,775,530 $ 740 $ 8,017 $1,784,287
========= ======= ======= ==========
LIABILITIES
Mortgage notes payable $765,803 $ 6,589 $ - $772,392
Line of credit - -
Other liabilities 45,717 45,717
------- ------- ----- -------
Total Liabilities 811,520 6,589 - 818,109
------- ------- ----- -------
Minority interest 369,105 - 2,168 371,273
------- ------- ----- -------
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) ( 5,849) 5,849(E) (48,040)
Officer and Director notes for
stock purchases (9,617) (9,617)
------- ------- ----- -------
Total stockholders' equity 546,172 ( 5,849) 5,849 546,172
------- ------- ----- -------
Total liabilities and
stockholders' equity $1,775,530 $ 740 $ 8,017 $1,784,287
========== ========= ======= ==========
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
(B) Reflects Cypress Place historical balance sheet as of September 30, 2000
for the assets/liabilities acquired by the Company.
(C) The pro forma adjustments reflect the purchase of Cypress Place for
$10,100. The purchase price was allocated $2,304 to land, $192 to appliances
and equipment and $7,604 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 $10,100 over the
historical seller's cost basis of $740.
(E) Represents the elimination of the seller's historical capital account.
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 Cypress Place 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 Cypress
Place and notes thereto included elsewhere herein. In management's opinion,
all adjustments necessary to reflect the effects of the purchase of Cypress
Place 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.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
Home
Properties of
New York, Inc. Pro Forma Company Pro
Historical (A) Cypress Place(B) Adjumnt. Forma
-------------- --------------- --------- -------
Revenues:
Rental Income $218,039 $1,317 $219,356
Property other income 8,080 45 8,125
Interest and Dividend Income 6,035 6,035
Other income 381 381
------- ----- ------ --------
Total revenues 232,535 1,362 - 233,897
------- ----- ------ --------
Expenses:
Operating and Maintenance 92,862 750 93,612
General and Administrative 9,799 41 (C) 9,840
Interest 41,522 352 (D) 41,874
Depreciation and
Amortization 37,795 175 (E) 37,970
-------- ----- ------ -------
Total Expenses 181,978 750 568 183,296
-------- ----- ------ -------
Income before gain on
disposition of property
and minority interest 50,557 612 (568) 50,601
Loss on disposition of
Property 417 417
-------- ----- ------ -------
Income before minority
Interest $50,140 $ 612 ($ 568) 50,184
======== ====== ======
Minority interest of Unit holders 19,286
------
Net income before preferred dividends 30,898
Preferred dividends (8,252)
------
Net income available for common shareholders $22,646
======
Net income per common share
- basic $1.11
------
- diluted $1.10
------
Weighted average number of
shares outstanding - basic 20,412,401
----------
- diluted 20,539,312
==========
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)
FOR THE YEAR ENDED DECEMBER 31, 1999
Home
Properties of New
York, Inc. Company Pro
Historical (A) Cypress Place (B) Pro Forma Adjmt. Forma
----------------- ----------------- --------------- --------------
Revenues:
Rental Income $217,591 $1,752 $219,343
Property other income 6,878 53 6,931
Interest and Dividends 7,092 7,092
Other income 2,902 2,902
-------- ------ --------
Total revenues 234,463 1,805 236,268
-------- ------ --------
Expenses:
Operating and maintenance
95,200 977 96,177
General and administrative 10,696 54 (C) 10,750
Interest 39,558 470 (D) 40,028
Depreciation and amort. 37,350 236 (E) 37,586
Loss on available-for-sale
Securities 2,123 2,123
Non-recurring acquisition
expenses 6,225 6,225
------- ------- -------
Total Expenses 191,152 977 760 192,889
------- ------ ------- -------
Income before gain on
disposition of property,
minority interest and
extraordinary item 43,311 828 ( 760) 43,379
Gain on disposition of
Property 457 457
------- ------ ------- -------
Income before minority
interest and extraordinary
item $43,768 $ 828 ($ 760) 43,836
======= ====== ======== =======
Minority interest 17,543
-------
Net income before extraordinary item 26,293
Extraordinary item (104)
-------
Net income before preferred dividends 26,189
Preferred dividends (1,153)
--------
Net income available for common
shareholders $25,036
========
Net income available for common
shareholders - basic $1.34
--------
- 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 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 Cypress Place
which was not owned by the Company for the year ended December 31, 1999 and
for the period prior to their acquisition in 2000.
(C) Reflects additional general and administrative expenses.
(D) Reflects the increase in interest related to debt assumed to finance the
acquisition. The interest rate is 7.13% and amounts to $465 and $470 for
the nine months ended September 30, 2000 and for the year ended December 31,
1999, respectively.
(E) 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.
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: March 15, 2001
By: /S/ DAVID P. GARDNER
David P. Gardner
Vice President
Chief Financial Officer and
Treasurer
Date: March 15, 2001
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, 333-75253, 333-44928, 333-
46738 AND 333-54160) AND ON FORMS S-8 (NOS. 333-05705, 333-12551, 333-58801,
333-60731, 333-89631, 333-91985, 333-37624 AND 333-37626) FILED BY HOME
PROPERTIES OF NEW YORK, INC. OF OUR REPORT DATED MARCH 5, 2001 RELATING TO THE
FINANCIAL STATEMENT OF CYPRESS PLACE 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
PRICEWATERHOUSECOOPERS LLP
Rochester, New York
MARCH 15, 2001