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):
March 30, 2001
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 (I.R.S. Employer
of incorporation or organization number) 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. (the "Company") hereby amends items 5 and 7 of
its Current Report on Form 8-K, which was filed on September 12, 2001, as set
forth in the pages attached hereto:
Item 5. Other Events
On October 24, 2001, Home Properties of New York, L.P., a New York limited
partnership (the "Operating Partnership") purchased two apartment communities in
a single transaction. This acquisition does not constitute a "significant
subsidiary".
Wellington Woods and Wellington Lakes. On October 24, 2001, the Operating
Partnership acquired Wellington Woods and Wellington Lakes (together referred to
herein as the "Wellington Properties"), which include 274 units located in
Fredericksburg, Virginia. Neither the Company nor any of its shareholders owned
any interests in the sellers prior to the acquisition of the Wellington
Properties. The purchase price of $11.1 million was funded by the assumption of
$7.9 million of debt and $3.2 million of cash from available funds.
In determining the price paid for the Wellington Properties or any of the
Acquisition Properties, as defined below, the Company considered the historical
and expected cash flow from the properties, the nature of the occupancy trends
and terms of the leases in place, current operating costs and taxes, the
physical condition of the properties, the potential to increase their cash flow
and other factors. The Company also considered the capitalization rates at which
it believes apartment properties have recently sold, but determined the prices
it was willing to pay for the properties primarily based on the factors
discussed above. No independent appraisals were performed in connection with the
acquisition. The Company, after investigation of the properties, is not aware of
any material factors, other than those enumerated above, that would cause the
financial information reported to not be necessarily indicative of future
expected operating results.
The Operating Partnership also sold two properties. These dispositions are not
deemed "significant depositions" either collectively or individually and are
reported herein for information purposes only.
The Towers and Mountainside Apartments. On October 31, 2001, the Operating
Partnership sold two communities: The Towers Apartments, 137 units, and
Mountainside Apartments, 227 units, for a total of $23.8 million.
As further described in the Form 8-K filed on September 12, 2001, the Company
acquired the following apartment communities (referred to herein along with the
Wellington Properties as the "Acquisition Properties"):
Community Acquisition Date
--------- ----------------
Woodholme Manor March 30, 2001
Virginia Village* May 31, 2001
Sandalwood May 31, 2001
Southern Meadows June 29, 2001
Devonshire Hills (formerly Windsor at Hauppauge)* July 16, 2001
Fenland Field* August 1, 2001
Courtyards Village* August 29, 2001
The Manor August 31, 2001
*collectively referred to herein along with the Wellington Properties as the
"Selected Acquisition Properties"
In addition, the Company sold the following apartment communities (referred to
herein along with The Towers and Mountainside Apartments as the "Sale
Properties").
Community Disposition Date
------------------ ----------------
Williamstowne Apartments May 17, 2001
Garden Village Apartments May 17, 2001
Fairway Apartments May 17, 2001
Springcreek Apartments June 15, 2001
Hill Court Apartments July 17, 2001
Ivy Ridge Apartments July 17, 2001
Hamlet Court Apartments August 15, 2001
Country Club Apartments August 30, 2001
Doub Meadow August 30, 2001
Laurel Pines Apartments August 30, 2001
Strawberry Hills Apartments August 30, 2001
Riverdale Apartments August 30, 2001
Item 7. Financial Statements and Exhibits.
a. Financial Statements of the Selected Acquisition Properties:
Item 7 of this report includes (i) unaudited statements of
revenues and certain expenses for each of the Selected Acquisition
Properties for the period ended September 30, 2001, the date of
acquisition, or June 30, 2001, the Company's last fiscal quarter
prior to the acquisition date, as appropriate, and (ii) audited
statements of revenues and certain expenses for the year ended
December 31, 2000 for each of the Selected Acquisition Properties.
See pages F-1 to F-15.
None of the Acquisition Properties constitute a "significant
subsidiary" pursuant to the S-X rules. Audited statements of
revenues and certain expenses for the year ended December 31, 2000
and related unaudited financial information for the period through
the acquisition or the Company's appropriate quarterly reporting
period are presented herein only for the Selected Acquisition
Properties, which represent a majority of the Acquisition
Properties. An audited statement of revenues and certain expenses
for the year ended December 31, 2000 and related unaudited
financial information for the period through the acquisition date
or the Company's appropriate quarterly reporting period of
Woodholme Manor, Sandalwood, Southern Meadows, and The Manor have
not been presented as these apartment communities were
individually below the 5% materiality threshold to require
presentation under S-X Rule 3-14.
b. Pro Forma Financial Information:
Pro forma condensed consolidated balance sheet of the Company as
of September 30, 2001 and related notes (unaudited). See pages
F-16 to F-17.
Pro forma consolidated statement of operations of the Company for
the nine-month period ended September 30, 2001 and for the year
ended December 31, 2000 (unaudited). See pages F-18 to F-19.
Notes to the pro forma consolidated statement of operations of the
Company for the nine months ended September 30, 2001 and for the
year ended December 31, 2000 (unaudited). See page F-20 to F-21.
c. Estimated twelve-month pro forma statement of taxable net
operating income and operating funds available. See page F-22.
d. 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.:
We have audited the accompanying Statement of Revenues and Certain Expenses of
Virginia Village for the year ended December 31, 2000. This financial statement
is the responsibility of Virginia Village's management. Our responsibility is to
express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statement. 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 (for inclusion in the current report on Form 8-K/A of Home
Properties of New York, Inc. dated March 30, 2001) as described in Note 1 and is
not intended to be a complete presentation of Virginia Village's revenues and
expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the revenue and direct operating expenses described in
Note 1 of Virginia Village for the year ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.
/s/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Rochester, New York
August 26, 2001
F-1
VIRGINIA VILLAGE
STATEMENT OF REVENUES AND CERTAIN EXPENSES
(IN THOUSANDS)
--------------------------------------------------------------------------------
FOR THE PERIOD
JANUARY 1, FOR THE YEAR
THROUGH ENDED
MAY 31, DECEMBER 31,
2001 2000
(UNAUDITED)
Revenues:
Rental income $ 1,613 $ 3,668
Other income 83 183
----------- ---------
1,696 3,851
--------- --------
Certain expenses:
Property operating and maintenance 606 1,331
Real estate taxes 93 203
----------- ---------
699 1,534
---------- --------
Revenues in excess of certain expenses $ 997 $ 2,317
========= =======
The accompanying note is an integral part of this financial statement.
F-2
VIRGINIA VILLAGE
NOTE TO THE 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 Virginia Village, a
residential property formerly owned and managed by parties not related to
Home Properties of New York, Inc. (the "Company").
On May 31, 2001, the Company, through its subsidiary Home Properties of
New York, L.P., acquired Virginia Village, comprised of 344 apartment
units located in one community. The property is located in Alexandria,
Virginia.
Total consideration for the acquisition was $27.0 million, which was
funded through $9.6 million in assumed debt, $16.2 million of Operating
Partnership Units in Home Properties of New York, L.P., and $1.2 million
of cash. The mortgage carries an interest rate of 6.91% and matures in
January 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 Virginia Village for the periods 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 Virginia Village. Expenses excluded relate to property
management and administrative fees, interest expense, depreciation and
amortization expense. The Company is not aware of any material factors
relating to Virginia Village that would cause the reported financial
information not to be necessarily indicative of future operating results.
Expenditures for repairs and maintenance items are expensed as incurred.
Costs related to the acquisition and improvement of property and related
equipment are capitalized.
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 May 31, 2001 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.
F-3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
Home Properties of New York, Inc.:
We have audited the accompanying Statement of Revenues and Certain Expenses of
Devonshire Hills (formerly Windsor at Hauppauge, L.P.) for the year ended
December 31, 2000. This financial statement is the responsibility of Devonshire
Hills' (formerly Windsor at Hauppauge, L.P.) management. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statement. 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 (for inclusion in the current report on Form 8-K/A of Home
Properties of New York, Inc. dated March 30, 2001) as described in Note 1 and is
not intended to be a complete presentation of Devonshire Hills' revenues and
expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the revenue and direct operating expenses described in
Note 1 of Devonshire Hills for the year ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.
/s/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
October 3, 2001
F-4
DEVONSHIRE HILLS
(FORMERLY WINDSOR AT HAUPPAUGE, L.P.)
STATEMENT OF REVENUES AND CERTAIN EXPENSES
(IN THOUSANDS)
--------------------------------------------------------------------------------
FOR THE PERIOD
JANUARY 1, FOR THE
THROUGH YEAR ENDED
JUNE 30, DECEMBER 31,
2001 2000
(UNAUDITED)
Revenues:
Rental income $2,817 $4,860
Other income 225 397
-------- -------
3,042 5,257
------- ------
Certain expenses:
Property operating and maintenance 668 897
Real estate taxes 203 398
-------- -------
871 1,295
-------- ------
Revenues in excess of certain expenses $2,171 $3,962
======= ======
The accompanying note is an integral part of this financial statement.
F-5
DEVONSHIRE HILLS
(FORMERLY WINDSOR AT HAUPPAUGE, L.P.)
NOTE TO THE STATEMENT OF REVENUES AND CERTAIN EXPENSES
--------------------------------------------------------------------------------
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 Devonshire Hills
(formerly Windsor at Hauppauge, L.P.), a residential property formerly
owned and managed by parties not related to Home Properties of New
York, Inc. (the "Company").
On July 16, 2001, the Company, through its subsidiary Home Properties
of New York, L.P., acquired Devonshire Hills, comprised of 297
apartment units located in one community. The property is located in
Hauppauge, New York.
Total consideration for the acquisition was $47.5 million, which was
funded through $24.6 million of assumed debt and $22.9 million of cash.
The mortgage carries an interest rate of 7.74% and matures in July
2006. Interest expense amounted to $1.9 million for the year ended
December 31, 2000 and $1 million for the period ended June 30, 2001
(unaudited).
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 Devonshire Hills 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 Devonshire Hills. Expenses excluded relate to property
management fees, interest expense, depreciation and amortization
expense and allocated corporate expenses. The Company is not aware of
any material factors relating to Devonshire Hills that would cause the
reported financial information not to be necessarily indicative of
future operating results.
Expenditures for repairs and maintenance items are expensed as
incurred. Costs related to the acquisition and improvement of the
property and related equipment are capitalized.
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 June 30, 2001 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.
Uses of Estimates in the Preparation of Financial Statement
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 reported period.
Actual results could differ from those estimates.
F-6
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Shareholders of
Home Properties of New York, Inc.:
We have audited the accompanying Statement of Revenues and Certain Expenses of
Fenland Field Apartments for the year ended December 31, 2000. This financial
statement is the responsibility of Fenland Field Apartments' management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statement. 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 (for inclusion in the current report on Form 8-K/A of Home
Properties of New York, Inc. dated March 30, 2001) as described in Note 1 and is
not intended to be a complete presentation of Fenland Field Apartments' revenues
and expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the revenue and direct operating expenses described in
Note 1 of Fenland Field Apartments for the year ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America.
/s/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
October 1, 2001
F-7
FENLAND FIELD APARTMENTS
STATEMENT OF REVENUES AND CERTAIN EXPENSES
(IN THOUSANDS)
--------------------------------------------------------------------------------
FOR THE PERIOD
JANUARY 1, FOR THE YEAR
THROUGH ENDED
JUNE 30, DECEMBER 31,
2001 2000
(UNAUDITED)
Revenues:
Rental income 1,083 2,065
Other income 46 68
------ --
1,129 2,133
----- -----
Certain expenses:
Property operating and maintenance 365 696
Real estate taxes 74 161
------- ------
439 857
------ ------
Revenues in excess of certain expenses 690 1,276
====== =====
The accompanying note is an integral part of this financial statement.
F-8
FENLAND FIELD APARTMENTS
NOTE TO THE 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 Fenland Field
Apartments, a residential property formerly owned and managed by parties
not related to Home Properties of New York, Inc. (the "Company").
On August 1, 2001, the Company, through its subsidiary Home Properties of
New York, L.P., acquired Fenland Field Apartments, comprised of 234
apartment units located in one community. The property is located in
Columbia, Maryland.
Total consideration for the acquisition was $14.5 million, which was
funded by available 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 Fenland Field Apartments for the periods 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 Fenland Field Apartments. Expenses excluded relate
to property management fees, interest expense, depreciation and
amortization expense and allocated corporate. The Company is not aware of
any material factors relating to Fenland Field Apartments that would
cause the reported financial information not to be necessarily indicative
of future operating results.
Expenditures for repairs and maintenance items are expensed as incurred.
Costs related to the acquisition and improvement of property and related
equipment are capitalized.
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 six-month period from January 1 through June 30, 2001
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.
F-9
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Shareholders of
Home Properties of New York, Inc.:
We have audited the accompanying Statement of Revenues and Certain Expenses of
Courtyard Village Apartments for the year ended December 31, 2000. This
financial statement is the responsibility of Courtyard Village Apartments'
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statement. 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 (for inclusion in the current report on Form 8-K/A of Home
Properties of New York, Inc. dated March 30, 2001) as described in Note 1 and is
not intended to be a complete presentation of Courtyard Village Apartments'
revenues and expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the revenue and direct operating expenses described in
Note 1 of Courtyard Village Apartments for the year ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America.
/s/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
October 1, 2001
F-10
COURTYARD VILLAGE APARTMENTS
STATEMENT OF REVENUES AND OPERATING EXPENSES
(IN THOUSANDS)
--------------------------------------------------------------------------------
FOR THE PERIOD
JANUARY 1, FOR THE YEAR
THROUGH ENDED
JUNE 30, DECEMBER 31,
2001 2000
(UNAUDITED)
Revenues:
Rental income $1,003 $1,991
Other income 37 79
-------- --------
1,040 2,070
------ ------
Certain expenses:
Property operating and maintenance 407 699
Real estate taxes 94 152
-------- -------
501 851
------- -------
Revenues in excess of certain expenses $ 539 $1,219
------ ------
The accompanying note is an integral part of this financial statement.
F-11
COURTYARD VILLAGE APARTMENTS
NOTE TO THE 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 Courtyard Village Apartments,
a residential property formerly owned and managed by parties not related to Home
Properties of New York, Inc. (the "Company").
On August 29, 2001, the Company, through its subsidiary Home Properties of New
York, L.P., acquired Courtyard Village Apartments, comprised of 224 apartment
units located in one community. The property is located in Naperville, Illinois.
Total consideration for the acquisition was $12.8 million, which was funded
through $5.1 million in assumed debt and $7.7 million in cash. The mortgage
carries an interest rate of 7.88% and matures in 2007.
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 Courtyard
Village Apartments for the periods 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
Courtyard Village Apartments. Expenses excluded relate to property management
fees, interest expense, depreciation and amortization expense and allocated
corporate expenses. The Company is not aware of any material factors relating to
Courtyard Village Apartments that would cause the reported financial information
not to be necessarily indicative of future operating results.
Expenditures for repairs and maintenance items are expensed as incurred. Costs
related to the acquisition and improvement of property and related equipment are
capitalized.
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 six-month period from January 1 through June 30, 2001 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.
F-12
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
Home Properties of New York, Inc.:
We have audited the accompanying Combined Statement of Revenues and Certain
Expenses of Wellington Lakes and Wellington Woods Apartments ("The Wellington
Properties") for the year ended December 31, 2000. This financial statement is
the responsibility of the Wellington Properties' management. Our responsibility
is to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statement. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying Combined Statement of Revenues and Certain Expenses was
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission (for inclusion in the current report on Form
8-K/A of Home Properties of New York, Inc. dated March 30, 2001) as described in
Note 1 and is not intended to be a complete presentation of the Wellington
Properties' revenues and expenses.
In our opinion, the combined financial statement referred to above presents
fairly, in all material respects, the revenue and direct operating expenses
described in Note 1 of the Wellington Properties for the year ended December 31,
2000, in conformity with accounting principles generally accepted in the United
States of America.
/s/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Rochester, New York
November 19, 2001
F-13
THE WELLINGTON PROPERTIES
COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
(IN THOUSANDS)
--------------------------------------------------------------------------------
FOR THE PERIOD
JANUARY 1, FOR THE YEAR
THROUGH ENDED
SEPTEMBER 30, DECEMBER 31,
2001 2000
(UNAUDITED)
Revenues:
Rental income $1,566 $1,823
Other income 67 79
------ --------
1,633 1,902
------ -----
Certain expenses:
Property operating and maintenance 593 840
Real estate taxes 80 98
------ --------
673 938
------ -------
Revenues in excess of certain expenses $960 $964
==== ====
The accompanying note is an integral part of this financial statement.
F-14
THE WELLINGTON PROPERTIES
NOTE TO COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2000
--------------------------------------------------------------------------------
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
The accompanying combined statement of revenues and certain expenses
includes the operations (see "Basis of Presentation" below) of
Wellington Lakes and Wellington Woods Apartments (together the
"Wellington Properties"), two residential properties formerly owned and
managed by parties not related to Home Properties of New York, Inc.
(the "Company").
On October 24, 2001, the Company, through its subsidiary Home
Properties of New York, L.P., acquired the Wellington Properties,
comprised of 274 apartment units located in two communities. The
Wellington Properties are located in Fredericksburg, Virginia.
Total consideration for the acquisition was $11.1 million, which was
funded through $7.9 million in assumed debt, and $3.2 million of cash.
The mortgage carries a stated interest rate of 6.98% and matures in
June 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 the Wellington Properties for the periods 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 Wellington Properties. Expenses excluded
relate to property management and administrative fees, interest
expense, depreciation and amortization expense and allocated corporate
expenses. The Company is not aware of any material factors relating to
the Wellington Properties that would cause the reported financial
information not to be necessarily indicative of future operating
results.
Expenditures for repairs and maintenance items are expensed as
incurred. Costs related to the acquisition and improvement of property
and related equipment are capitalized.
REVENUE RECOGNITION
Rental income attributable to residential leases is recorded when due
from residents. Leases are generally for terms of one year.
INTERIM UNAUDITED COMBINED FINANCIAL STATEMENT
The accompanying interim combined unaudited statement of revenues and
certain expenses for the period from January 1 through September 30,
2001 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.
F-15
HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2001
(Unaudited, In Thousands)
This unaudited pro forma Condensed Consolidated Balance Sheet is presented as if
the acquisition of the Wellington Properties and the sale of The Towers and
Mountainside Apartments had occurred as of September 30, 2001.
Such pro forma information is based upon the historical consolidated balance
sheet of the Company as of that date, giving effect to the transactions
described above. In management's opinion, all adjustments necessary to reflect
the above transactions have been made. This unaudited pro forma Condensed
Consolidated Balance Sheet should be read in conjunction with the pro forma
Consolidated Statement of Operations of the Company presented herein and the
historical financial statements and notes thereto of the Company included in the
Home Properties of New York, Inc. Form 10-Q and 10-K for the nine-month period
ended September 30, 2001 and the year ended December 31, 2000, respectively.
This unaudited pro forma Condensed Consolidated Balance Sheet is not necessarily
indicative of what the actual financial position of the Company would have been
at September 30, 2001 nor does it purport to represent the future financial
position of the Company.
As of September 30, 2001
------------------------
Home
Properties
of New York, Pro Forma Company
Inc. (A) Adjustments(B) Pro Forma
------- ------------- ---------
ASSETS
Real estate, net $1,915,363 ($ 5,400) $1,909,963
Cash and cash equivalents 5,197 (3,200) 1,997
Other assets 117,651 (708) 116,943
----------- --------- ----------
Total Assets $2,038,211 ($ 9,308) $2,028,903
=========== ========= ==========
LIABILITIES
Mortgage notes payable $904,356 $ 7,900 (C) $ 912,256
Line of credit 72,000 (22,138)(D) 49,862
Other liabilities 54,502 (494) 54,008
----------- --------- ----------
Total Liabilities 1,030,858 (14,732) 1,016,126
----------- ---------- ----------
Minority interest 343,075 2,642(E) 345,717
----------- --------- ----------
Preferred Stock, Series B 48,733 - 48,733
----------- ---------- ----------
STOCKHOLDERS' EQUITY
Preferred Stock 149,000 149,000
Common stock 221 221
Additional paid-in capital 559,405 559,405
Accumulated other comprehensive
(loss) (635) (635)
Accumulated deficit (83,732) 2,782(F) (80,950)
Officer and Director notes for stock
purchases (8,714) - (8,714)
----------- ---------- ----------
Total stockholders' equity 615,545 2,782 618,327
----------- --------- ----------
Total liabilities and stockholders' equity $2,038,211 ($ 9,308) $2,028,903
=========== ========= ==========
F-16
HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2001
(Unaudited, in Thousands)
(A) Reflects the Company's historical consolidated balance sheet as of
September 30, 2001 as reported on Form 10-Q.
The Company's historical consolidated balance sheet includes the
balance sheets of the Acquisition Properties except the Wellington
Properties, which were purchased on October 24, 2001. The acquisitions
were recorded as follows:
Appliances & Mortgages
Land Building Equipment Assumed Total (1)
---- -------- --------- ------- --------
Woodholme Manor $ 1,232 $ 4,422 $ 176 - $ 5,830(2)
Virginia Village 5,160 21,540 344 (9,600) 17,444(3)
Sandalwood 3,840 13,355 384 - 17,579
Southern Meadows 9,040 31,422 452 (20,600) 20,314
Devonshire Hills 14,850 31,902 297 (25,200) 21,849
Fenland Field 3,510 10,796 234 - 14,540
Courtyard Village 3,360 9,303 224 (5,400) 7,487
The Manor Apartments 8,700 27,250 435 - 36,385
--------- ---------- -------- -------------- ----------
$49,692 $149,990 $2,546 ($60,800) $141,428
======= ======== ====== ========= ========
(1) Funded with excess cash and the Company's line of credit, except as
indicated in (2) and (3) below
(2) Includes the issuance of 81,880 operating units at a price of $30
and excess cash of $3,374.
(3) Includes the issuance of 569,307 operating units at a price of
$28.50 and excess cash of $1,219.
(B) The pro forma adjustments reflect the purchase of the Wellington
Properties ($7,900 in total assets), net of the sale of The Towers and
Mountainside Apartments ($17,208 in total assets and $494 in other
liabilities).
The appliances and equipment have an estimated useful life of ten years
and the building has an estimated useful life of thirty-five years.
(C) Represents the assumption of mortgages in connection with the
acquisition of the Wellington Properties, which occurred subsequent to
September 30, 2001.
(D) Represents the repayment of the Company's line of credit secured from
the proceeds from the properties sold subsequent to September 30, 2001.
(E) Reflects the adjustment to minority interest based upon the impact of
the pro-forma income statement adjustments.
(F) Reflects the adjustment to accumulated deficit based upon the impact of
the pro forma income statement adjustments, net of minority interest.
F-17
HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
(Unaudited, in Thousands, Except Share and Per Share Data)
The unaudited pro forma Consolidated Statement of Operations for the nine-month
period ended September 30, 2001 and for the year ended December 31, 2000 is
presented as if the following had occurred on January 1, 2000, (i) the
acquisition by the Company of the Acquisition Properties, (ii) the disposition
by the Company of the Sale Properties, (iii) the 2000 transactions related to
the acquisition of 22 apartment communities in twelve separate transactions, and
(iv) the $115 million Series C, D and E Preferred Stock offerings.
Such pro forma information is based upon the historical consolidated results of
operations of the Company for the nine-month period ended September 30, 2001 and
for the year ended December 31, 2000, giving effect to the transactions
described above. In management's opinion, all adjustments necessary to reflect
the above transactions have been made. The pro forma Consolidated Statements of
Operations should be read in conjunction with the pro forma Condensed
Consolidated Balance Sheet of the Company presented herein and the historical
financial statements and notes thereto of the Company included in the Home
Properties of New York, Inc. Form 10-Q and 10-K for the nine-month period ended
September 30, 2001 and the year ended December 31, 2000, respectively.
The unaudited pro forma Consolidated Statements of Operations for the nine-month
period ended September 30, 2001 and for the year ended December 31, 2000 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, 2001
--------------------------------------------
Home
Properties of Company
New York, Inc. Pro Forma Pro
Historical (A) Adjustments(B) Forma
------------- ------------- -----
Revenues:
Rental Income $258,937 $ 2,870 $261,807
Property other income 9,716 325 10,041
Interest and Dividend Income 2,548 - 2,548
Other income 1,610 - 1,610
-------- --------- --------
Total revenues 272,811 3,195 276,006
-------- -------- --------
Expenses:
Operating and Maintenance 110,877 428 111,305
General and Administrative 13,274 96(C) 13,370
Interest 49,056 3,785(D) 52,841
Depreciation and Amortization _ 47,386 762(E) 48,148
-------- -------- --------
Total Expenses 220,593 5,071 225,664
-------- -------- --------
Income before gain on disposition of property and minority
Interest 52,218 (1,876) 50,342
Gain on disposition of Property 22,085 7,300(F) 29,385
-------- -------- --------
Income before minority Interest 74,303 5,424 79,727
Minority interest 25,558 2,642(G) 28,200
-------- -------- --------
Net income 48,745 2,782 51,527
Preferred dividends 13,492 - 13,492
-------- --------- --------
Net income available for common shareholders $35,253 $ 2,782 $ 38,035
======== ======== ========
Net income per common share
- basic $1.61 $1.74
===== =====
- diluted $1.61 $1.73
===== =====
Weighted average number of shares outstanding
- - basic 21,852,439 21,852,439
========== ==========
- - diluted 21,948,154 21,948,154
========== ==========
F-18
HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2000
(Unaudited, in Thousands, Except Share and Per Share Data)
For the Year Ended December 31, 2000
Home
Properties of Company
New York, Inc. Pro Forma Pro
Historical(A) Adjustments(B) Forma
------------ -------------- -----
Revenues:
Rental Income $298,860 $31,292 $330,152
Property other income 11,389 1,528 12,917
Interest and Dividends 7,746 7,746
Other income 1,053 - 1,053
-------- --------- -------
Total revenues 319,048 32,820 351,868
-------- --------- -------
Expenses:
Operating and maintenance 128,034 11,336 139,370
General and administrative 13,235 985(C) 14,220
Interest 56,792 10,113(D) 66,905
Depreciation and amort. 52,430 6,218(E) 58,648
-------- --------- -------
Total Expenses 250,491 28,652 279,143
-------- --------- -------
Income before loss on disposition of property, and
minority interest 68,557 4,168 72,725
Gain/(Loss) on disposition of Property (1,386) 29,385(F) 27,999
-------- --------- -------
Income before minority interest 67,171 33,553 100,724
Minority interest 25,715 11,352(G) 37,067
-------- --------- -------
Net income 41,456 22,201 63,657
Preferred dividends 12,178 5,811(H) 17,989
-------- --------- -------
Net income available for common shareholders $ 29,278 $16,390 $45,668
======== ========= =======
Net income available for common shareholders
- Basic $1.42 $2.21
===== =====
- Diluted $1.41 $2,20
===== =====
Weighted average number of shares outstanding
- Basic 20,639,241 20,639,241
========== ==========
- diluted 20,755,721 20,755,721
========== ==========
F-19
HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND
FOR THE YEAR ENDED DECEMBER 31, 2000
(Unaudited, in Thousands)
(A) Reflects the historical unaudited consolidated statement of operations for
the Company for the nine-month period ended September 30, 2001 and the
historical consolidated statement of operations for the Company for the
year ended December 31, 2000, as appropriate
(B) Reflects the historical revenues and certain expenses of each of the
Acquisition Properties and the Sale Properties for the period January 1,
2001 through the earlier of the date of acquisition or disposition or
September 30, 2001, as follows:
For the Nine Months Ended September 30, 2001
--------------------------------------------
Acquisition Pro Forma
Properties Sale Properties Adjustments, Net
---------- --------------- -----------
Revenues:
Rental Income $15,608 ($12,738) $2,870
Property other income 749 (424) 325
Interest and dividend income - - -
Other income - - -
------- -------- ------
Total revenues 16,357 (13,162) 3,195
------- ------- ------
Expenses:
Operating and maintenance 6,482 (6,054) 428
General and administrative 96 - 96(C)
Interest 4,282 (497) 3,785(D)
Depreciation and amortization 2,666 (1,904) 762(E)
------- ------- ------
Total Expenses 13,526 (8,455) 5,071
------- ------- ------
Income before gain on disposition of
property and minority interest 2,831 (4,707) (1,876)
Gain on disposition of Property - 7,300 7,300
------- ------- ------
Income before minority interest $ 2,831 $ 2,593 $5,424
======= ======= ======
F-20
HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND
FOR THE YEAR ENDED DECEMBER 31, 2000
(Unaudited, in Thousands)
Reflects the historical revenues and certain expenses of each of the
Acquisition Properties, the Sale Properties, and the 22 apartment
communities acquired in twelve separate transactions in 2000 for the period
January 1, 2000 through December 31, 2000, as follows:
For the Year Ended December 31, 2000
------------------------------------
2000 Acquisition Sale Pro Forma
Acquisitions Properties Properties Adjustments, Net
------------ ---------- ---------- ----------------
Revenues:
Rental Income $25,223 $27,368 ($21,299) $31,292
Property other income 940 1,295 (707) 1,528
Interest and dividend income - - - -
Other income - - - -
--------- -------- --------- ---------
Total revenues 26,163 28,663 (22,006) 32,820
--------- -------- -------- ---------
Expenses:
Operating and maintenance 10,728 11,286 (10,678) 11,336
General and administrative 785 860 (660) 985(C)
Interest 3,194 7,823 (904) 10,113(D)
Depreciation and amortization 4,542 5,019 (3,343) 6,218(E)
--------- -------- -------- ---------
Total Expenses 19,249 24,988 (15,585) 28,652
--------- -------- -------- ---------
Income before gain on disposition of
property and minority interest 6,914 3,675 (6,421) 4,168
Gain on disposition of Property - - 29,385 29,385(F)
--------- -------- -------- ---------
Income before minority interest $ 6,914 $ 3,675 $22,964 $33,553
======== ======== ======= ========
(C) Reflects additional general and administrative expenses calculated as 3% of
total revenues
(D) Reflects the increase in interest expense related to debt assumed from the
seller or obtained in order to finance each of the acquisitions, offset by
the decrease in interest expense related to the Sale Properties. In
addition, the 2000 adjustment reflects a reduction in interest expense on
the Company's line of credit of approximately $3,355 relating to the
assumed issuance of $115 million in preferred stock on January 1, 2000.
(E) Reflects depreciation and amortization related to each acquisition and the
Sale Properties. The appliances and equipment have an estimated useful life
of ten years and the building has an estimated useful life of thirty-five
years.
(F) Reflects the estimated gain on disposition of the Sale Properties.
(G) Reflects the adjustment to minority interest expense based upon the impact
of the above pro forma adjustments on income before minority interest.
(H) For 2000 only, assumes that 4.8 million shares of preferred stock was
outstanding as of January 1, 2000, with an average annual dividend rate of
$17,989.
F-21
HOME PROPERTIES OF NEW YORK, INC.
ESTIMATED TWELVE-MONTH PRO FORMA STATEMENT
OF TAXABLE NET OPERATING INCOME AND OPERATING FUNDS AVAILABLE
(UNAUDITED)
The following unaudited statement is a proforma estimate for a twelve-month
period of taxable income and funds available from operations of the Company. The
unaudited pro forma statement is based on the Company's historical operating
results for the year ended December 31, 2000 adjusted as if the following
transactions had occurred on January 1, 2000: (i) the acquisition by the Company
of the Acquisition Properties as reported herein, (ii) the disposition by the
Company of the Sale Properties as reported herein, (iii) the 2000 transactions
related to the acquisition of 22 apartment communities, and (iv) the $115
million Series C, D and E Preferred Stock offerings.
This statement should be read in conjunction with (i) the historical financial
statements and notes thereto of the Company and (ii) the pro forma financial
statements of the Company.
ESTIMATE OF TAXABLE NET OPERATING INCOME (IN THOUSANDS):
Historical earnings from operations, exclusive of depreciation and amortization (Note 1) $ 93,886
Acquisition Properties net of sale properties historical earnings from operations,
as adjusted, exclusive of depreciation (Note 2) 28,419
----------
122,305
Estimated tax basis depreciation and amortization (Note 3)
HPNY (57,128)
Acquisition Properties, net of Sale Properties (6,454)
----------
Pro Forma taxable operating income before dividends deduction 58,723
Estimated dividends deduction (Note 4) 67,523
----------
($ 8,800)
Pro Forma taxable operating income $ -
==========
ESTIMATE OF PRO FORMA OPERATING FUNDS AVAILABLE (NOTE 5)
(IN THOUSANDS):
Pro Forma taxable operating income before dividends deduction $ 58,723
Add pro forma tax basis depreciation and amortization 63,582
----------
Estimate of pro forma operating funds available $122,305
==========
Note 1 - The historical earnings from operations represents the Company's net
income applicable to common shares as adjusted for depreciation and
amortization for the year ended December 31, 2000, as reflected in
the historical financial statements.
Note 2 - The historical earnings from operations represents the pro forma
results of the properties acquired since January 1, 2000, as referred
to in the pro forma consolidated statement of operations for the year
ended December 31, 2000, included elsewhere in this report, net of
the Sale Properties
Note 3 - The tax basis depreciation of the Company is based upon the original
purchase price allocated to the buildings, equipment and personal
property, depreciated on a straight-line basis over a 27.5- and
5-year life, respectively. Such amount is presented net of the
amounts associated with the Sale Properties.
Note 4 - Estimated dividends deduction is based on the preferred dividend of
$17,989 plus the estimated dividend rate of $2.40 per common share.
Common shares outstanding, on a pro forma basis, are 20,639,241.
Note 5 - Operating funds available does not represent cash generated from
operating activities in accordance with generally accepted accounting
principles and is not necessarily indicative of cash available to
fund cash needs.
F-22
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: November 27, 2001
-----------------------------------------------
By: /s/ David P. Gardner
-----------------------------------------------
David P. Gardner
Sr. Vice President and Chief Financial Officer
Date: November 27, 2001
-----------------------------------------------
By: /s/ David P. Gardner
-----------------------------------------------
David P. Gardner
Sr. Vice President and Chief Financial Officer
HOME PROPERTIES OF NEW YORK, INC.
EXHIBIT INDEX
Exhibit 23.0 - Consent of PricewaterhouseCoopers LLP