<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the transition period from to
------------- ---------------
Commission file number 1-6868
SIENA HOLDINGS, INC.
------------------------------------------------------
(FORMERLY LOMAS FINANCIAL CORPORATION)
(Exact name of registrant as specified in its charter)
Delaware 75-1043392
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
717 North Harwood, Dallas, Texas 75201
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(214) 665-6301
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES X NO
----- -----
On October 10, 1995, the Registrant and certain of its subsidiaries filed
bankruptcy proceedings under Chapter 11 of the Federal Bankruptcy Code in the
District of Delaware.
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the issuer's classes of common
stock as of September 30, 1997: Common Stock, $.10 par value -- 0 shares. See
"Note B - Reorganization" footnote.
<PAGE> 2
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY LOMAS FINANCIAL CORPORATION AND SUBSIDIARIES)
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1997
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheet - September 30, 1997 and June 30, 1997...................................... 2
Statement of Consolidated Operations - Quarters Ended September 30, 1997 and 1996...................... 3
Statement of Consolidated Cash Flows - Quarters Ended September 30, 1997 and 1996...................... 4
Notes to Consolidated Financial Statements............................................................. 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations..................................................................................10
Liquidity and Capital Resources........................................................................11
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings......................................................................................11
Item 6. Exhibits and Reports on Form 8-K.......................................................................12
</TABLE>
1
<PAGE> 3
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CONSOLIDATED BALANCE SHEETS
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY LOMAS FINANCIAL CORPORATION AND SUBSIDIARIES)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Reorganized Company
--------------------------------
September 30, 1997 June 30, 1997
------------------ -------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents ........................................................... $ 1,941 $ 1,941
Investment in real estate ........................................................... 4,800 4,800
Receivables ......................................................................... 329 242
Prepaid expenses and other assets ................................................... 15 68
------- -------
$ 7,085 $ 7,051
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities:
Accounts payable and accrued expenses ............................................... $ 955 $ 990
Stockholders' equity (deficit):
Common stock -- ($.10 par value, 15,000 shares authorized, 4,000 shares
issued and outstanding and $1 par value) ........................................ 400 400
Preferred stock-- ($1 par value, 1,000 shares authorized, 0 shares issued
and outstanding) ................................................................ -- --
Other paid-in capital ............................................................... 5,771 5,747
Retained earnings (deficit) ......................................................... (41) (86)
------- -------
6,130 6,061
------- -------
$ 7,085 $ 7,051
======= =======
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 4
STATEMENT OF CONSOLIDATED OPERATIONS (UNAUDITED)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY LOMAS FINANCIAL CORPORATION AND SUBSIDIARIES)
(IN THOUSANDS, EXCEPT NET LOSS PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Reorganized Company Predecessor Company
------------------- -------------------
Quarter Ended Quarter Ended
September 30, 1997 September 30, 1996
------------------- -------------------
<S> <C> <C>
Revenues:
Commissions and fees ..................... $ 151 $ 1,223
Interest ................................. 23 826
Investment ............................... -- 16
Gain on sales ............................ -- 170
Other .................................... 47 303
------- -------
221 2,538
------- -------
Expenses:
Personnel ................................ 20 1,311
Depreciation and amortization ............ -- 106
Other operating .......................... 132 2,447
Loss on sale or disposal of assets ....... -- 3,718
------- -------
152 7,582
------- -------
Income (loss) from continuing operations before
reorganization items ..................... 69 (5,044)
Reorganization items:
Interest earned on cash accumulated ...... -- 2,754
Professional fees ........................ -- (4,641)
Other bankruptcy expenses ................ -- (53)
------- -------
-- (1,940)
------- -------
Income (loss) before federal income taxes ..... 69 (6,984)
Federal income taxes .......................... 24 --
------- -------
Net income (loss) ................... $ 45 $(6,984)
======= =======
Loss per share:
Net income (loss) ........................ $ 0.01 * $ **
Average number of shares ................. 4,000 * **
</TABLE>
See notes to consolidated financial statements.
* Per share amount for Reorganized Company based on 4 million shares reserved
for issuance to creditors.
** Per share amount is not meaningful due to reorganization.
3
<PAGE> 5
STATEMENT OF CONSOLIDATED CASH FLOWS (UNAUDITED)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY LOMAS FINANCIAL CORPORATION AND SUBSIDIARIES)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Reorganized Predecessor
Company Company
----------------- -----------------
Quarter ended Quarter ended
September 30, September 30,
1997 1996
----------------- -----------------
<S> <C> <C>
Operating activities:
Net income (loss) ....................................................... $ 45 $ (6,984)
Adjustments to reconcile net loss to net cash provided by operating
activities before working capital changes:
Loss on sale or disposal of assets ................................... -- 3,718
Depreciation and amortization ........................................ -- 106
Federal income taxes ............................................... 24 --
----------------- -----------------
Cash (used) provided by operations before working capital changes ....... 69 (3,160)
Net change in sundry receivables, payables, and other assets (69) (1,764)
----------------- -----------------
Net cash provided by operating activities ..................... -- (4,924)
----------------- -----------------
Investing activities:
Purchases of investments ................................................ -- (12,312)
Net sales of foreclosed real estate ..................................... -- 276
Net sales of fixed assets ............................................... -- 25,374
Proceeds from assets sold to First Nationwide Mortgage Corp ............. -- 6,160
----------------- -----------------
Net cash provided by investing activities ..................... -- 19,498
----------------- -----------------
Financing activities:
Term debt repayments .................................................... -- (11,632)
----------------- -----------------
Net cash used by financing activities ......................... -- (11,632)
----------------- -----------------
Net increase in cash and cash equivalents ..................................... -- 2,942
Cash and cash equivalents at beginning of period .............................. 1,941 197,800
----------------- -----------------
Cash and cash equivalents at end of period .................................... $ 1,941 $ 200,742
================= =================
Cash payments for:
Interest ................................................................ $ -- $ --
Federal income tax ...................................................... $ -- $ --
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY LOMAS FINANCIAL CORPORATION AND SUBSIDIARIES)
SEPTEMBER 30, 1997
NOTE A -- BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited consolidated financial statements include
the accounts of Siena Holdings, Inc. ("SHI"), formerly Lomas Financial
Corporation ("LFC"), and its subsidiaries (collectively, the "Company"). SHI's
wholly-owned principal subsidiary was Lomas Mortgage USA, Inc. ("LMUSA"), now
known as Nomas Corp. As a result of the Chapter 11 proceedings discussed in
"Note B - Reorganization", the Company's interest in LMUSA was extinguished
effective October 1, 1996. LFC's plan of reorganization was confirmed on
October 4, 1996, but not effective until March 1997.
In accordance with the American Institute of Certified Public
Accountants' Statement of Position 90-7, Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code, the Company adopted fresh-start
accounting as of March 31, 1997, after all material conditions required by the
Plan were satisfied. The delay in the adoption of fresh-start accounting was
due to uncertainties surrounding the resolution of claims and intercompany
disputes between the LMUSA Creditors' Committee and the LFC Creditors'
Committee. In accordance with fresh-start accounting, the gain on discharge of
debt resulting from the bankruptcy proceedings was reflected on the predecessor
Company's financial statements for the period ended March 31, 1997. In
addition, the accumulated deficit of the predecessor Company at March 31, 1997
was eliminated, and, at April 1, 1997, the reorganized Company's financial
statements reflected no beginning retained earnings or deficit. See "Item 8.
Financial Statements and Supplementary Data" in the Company's annual Form 10-K
for the year ended June 30, 1997 for more details regarding fresh-start
reporting.
Since April 1, 1997, the Company's financial statements have been
prepared as if the Company is a new reporting entity and a vertical black line
has been placed to separate post-reorganization operating results (the
"Reorganized Company") from pre-reorganization operating results (the
"Predecessor Company") since they are not prepared on a comparable basis. Under
fresh-start accounting, all assets and liabilities were restated to reflect
their reorganization value, which approximated fair value at the date of
reorganization. Earnings per share information for the Predecessor Company is
not presented because the revision of the Company's capital structure pursuant
to the Plan of Reorganization makes such information not meaningful.
The financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation at September 30, 1997 have been
included. Operating results for the quarter ending September 30, 1997 are not
necessarily indicative of the results that may be expected for the fiscal year
ending June 30, 1998. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
Form 10-K for the year ended June 30, 1997.
NOTE B -- REORGANIZATION
On October 10, 1995, Lomas Financial Corporation ("LFC"), two
subsidiaries of LFC and Lomas Mortgage USA ("LMUSA") (collectively the "Debtor
Corporations") filed separate voluntary petitions for reorganization under
Chapter 11 of the Federal Bankruptcy Code in the District of Delaware. The
petitioning subsidiaries were Lomas Information Systems, Inc. ("LIS") and Lomas
Administrative Services, Inc. ("LAS"). The Chapter 11 cases were jointly
5
<PAGE> 7
administered until October 1, 1996. The Debtor Corporations managed their
businesses in the ordinary course as debtors-in-possession subject to the
control and supervision of the Federal Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court") from October 10, 1995 through October 4,
1996.
On October 23, 1995, a single creditors' committee (the "Joint
Creditors' Committee") was appointed by the U.S. Trustee for the District of
Delaware (the "U.S. Trustee") to represent creditors of all the Debtor
Corporations. On March 15, 1996, the U.S. Trustee revoked the appointment of
the Joint Creditors' Committee and appointed statutory committees of unsecured
creditors of LFC (the "LFC Creditors' Committee") and of LMUSA (the "LMUSA
Creditors' Committee").
The Debtor Corporations filed two separate proposed plans of
reorganization with the Bankruptcy Court. LFC, LIS and LAS (the "Joint
Debtors") filed their proposed joint plan of reorganization on April 8, 1996
and subsequently filed their first amended joint plan of reorganization on May
13, 1996 and their second amended joint plan of reorganization on July 3, 1996.
An order confirming the second amended joint plan of reorganization filed on
October 4, 1996 and a stipulation and order among the Joint Debtors and the LFC
Creditors' Committee regarding technical modifications to plan of
reorganization and confirmation order filed on January 27, 1997 together with
the second amended joint plan of reorganization filed on July 3, 1996 are
collectively referred to herein as the "Joint Plan". LMUSA filed its own
proposed plan of reorganization on April 8, 1996 and subsequently filed its own
proposed first amended plan of reorganization on May 13, 1996 and its second
amended joint plan of reorganization on July 3, 1996 (the "LMUSA Plan" and
together with the Joint Plan, the "Plans"). In addition, on July 3, 1996, the
Joint Debtors filed with the Bankruptcy Court a proposed form of disclosure
statement relating to the Joint Plan (the "Joint Disclosure Statement"), and
LMUSA filed with the Bankruptcy Court a substantially similar proposed form of
disclosure statement (with the same Exhibits as the Joint Disclosure Statement)
relating to the LMUSA Plan (the "LMUSA Disclosure Statement" and together with
the Joint Disclosure Statement, the "Disclosure Statements").
The LMUSA Plan was confirmed by the Bankruptcy Court on October 1,
1996 and LMUSA was discharged from the bankruptcy case, and changed its name to
Nomas Corp. As a result of LMUSA's reorganization plan, LFC distributed its
interest in LMUSA to LMUSA's creditors as of October 1, 1996. This distribution
decreased the Company's assets and liabilities by $293.3 million and $419.4
million, respectively, and stockholders' equity was increased by $126.1
million. The operations of LMUSA are included in the Statement of Consolidated
Operations and the Statement of Consolidated Cash Flows through the date of
distribution of LMUSA.
The Joint Plan was confirmed on October 4, 1996, by the Bankruptcy
Court. The Joint Plan's effectiveness was conditioned on the satisfaction, or
waiver by the LFC Creditors' Committee, of certain conditions. On January 23,
1997, the LFC Creditors' Committee and the LMUSA Creditors' Committee signed an
agreement in respect of intercompany claims (the "Intercompany Agreement"). The
Intercompany Agreement was approved by the Bankruptcy Court on February 21,
1997. As a result of the settlement, certain assets were transferred to the
Company on the effective date of March 7, 1997. The LFC Creditors' Committee
waived all other conditions and the Joint Plan became effective March 7, 1997
and the Company emerged with a new name, Siena Holdings, Inc. See Exhibit 10.1,
Exhibit 10.2 and Exhibit 10.3 which are filed as exhibits to the Company's
annual Form 10-K for the year ended June 30, 1997.
The following is a listing of the classes of creditors under the Joint
Plan:
o Administrative Claims
Claims against debtor for any actual and necessary expenses
of debtor, operating business of debtor, or expenses incurred
or assumed by the debtor during and after reorganization.
These claims must be paid in full in cash and can be paid in
the ordinary course of business as such claim matures prior
to the distribution date for other claims.
6
<PAGE> 8
o Priority Tax and Non-tax Claims
Claims against debtor deemed a priority by the Bankruptcy
Court. These claims must be paid in full in cash and can be
paid in the ordinary course of business as such Claim matures
prior to the distribution date for other claims.
o Class 1 - Secured Claims
There are no secured claims in LFC, LAS or LIS.
o Class 2 - Unsecured Directors and Officers ("D&O") Claims
Under the Joint Plan, there is no distribution with respect
to D&O claims. The holder will have recourse through
insurance policies maintained by LFC, subject to the
policies' coverage of claims.
o Class 3 - General Unsecured Claims
All unsecured claims relating to LFC except those relating to
convenience, intercompany, and Management Security Plan
("MSP"). Pursuant to a Bankruptcy Court stipulation and
order, a single distribution reserve of $6.3 million of the
MSP Trust funds has been maintained in order to satisfy any
obligations to the MSP claimants under the Joint Plan,
pending final adjudication of the MSP Claimants' claim
rights, if any, against the Joint Debtors (see the
"Management Security Plan" footnote in the Company's annual
Form 10-K for the year ended June 30, 1997).
o Class 4 - Convenience Unsecured Claims
Unsecured claim not to exceed an amount greater than $500 or
the holder has agreed in writing to reduce this claim to such
amount and to release any further or additional claim against
the debtor.
o Class 5 - Intercompany Claims
On January 23, 1997, the LFC Creditors' Committee and the
LMUSA Creditors' Committee the Intercompany Agreement. The
Intercompany Agreement was approved by the Bankruptcy Court
on February 21, 1997. As a result of the settlement, the
following assets were transferred to the Company on the
effective date of March 7, 1997: cash ($6.754 million),
investments ($3.373 million), and real estate ($2.143
million). In addition, the following assets or liabilities
were eliminated as a result of the release of all other
claims between LFC and LMUSA: receivables ($0.323 million),
accounts payable and accrued expenses ($7.613 million) and
liabilities subject to chapter 11 proceedings ($0.238
million). The Company transferred $3 million in cash to
partially fund a litigation trust to pursue third-party
claims pursuant to the LFC/LMUSA Joint Litigation Trust
Agreement dated March 6, 1997 (the "Litigation Trust").
Subject to certain exceptions in the Intercompany Agreement,
the LFC Creditors' Trust (as defined therein) and the
creditors' trust established pursuant to the LMUSA Plan will
receive sixty and forty percent, respectively, of net
proceeds from litigation. The net effect of the settlement,
including the payment to the Litigation Trust, was recorded
as an increase in retained earnings (deficit) of $16.798
million.
7
<PAGE> 9
The following is a summary of the estimated claims, excluding
administrative claims, (in thousands):
<TABLE>
<S> <C>
Priority LIS claims - allowed.............................. $ 234
Convenience claims - allowed................................ 1
Unsecured Class 3 claims -
Bondholders - allowed.................................. 145,433
Other claims - allowed................................. 1,366
MSP claims - disputed....................................... 8,803
---------
$ 155,837
=========
</TABLE>
Pursuant to the Joint Plan, the Class 3 unsecured creditors will
receive a combination of cash and new common stock as settlement of their
allowed claim. Based on cash available in the Creditors' Trust as of September
30, 1997 after settlement of administrative expenses and priority claims,
approximately $12.7 million will be available for distribution to this group of
Class 3 unsecured creditors on the initial distribution date. In addition, as
assets in the Creditors' Trust (see "Creditors' Trust" footnote) are
liquidated, additional distributions will be made to the Class 3 unsecured
creditors. Pursuant to the Joint Plan and a decision by the LFC Creditors'
Committee, 4,000,000 shares of the new common stock were reserved for issuance
and will be issued on the initial distribution date. The initial distribution
date is expected to be in the second quarter of fiscal 1998. For balance sheet
presentation and earnings (loss) per share, the 4,000,000 shares are considered
issued.
The estimated distribution is calculated based on fair values applied
to the assets upon adoption of fresh-start reporting and known liabilities. The
amounts ultimately distributed to the creditors are solely dependent on the
amounts realized from the collection of assets and the settlement of
liabilities for both the Creditors' Trust and the Company.
NOTE C -- ASSETS DISPOSED OF AND LIABILITIES ASSUMED
On October 2, 1995, LMUSA closed the sale to First Nationwide Mortgage
Corporation ("First Nationwide") of its GNMA servicing portfolio (approximately
$7.9 billion in unpaid principal balance of mortgage loans), its investment in
LMUSA Partnership and its loan production business including its mortgage loans
held for sale and the payment of the related warehouse lines of credit (the
"GNMA Sale"). On January 31, 1996, LMUSA closed the sale to First Nationwide of
its remaining mortgage servicing portfolio (approximately $12 billion in unpaid
principal balance of mortgage loans) and certain other assets pursuant to
Section 363 of the Bankruptcy Code (the "Section 363 Sale").
The above transactions resulted in a loss on sale or disposal of
assets in the Company's Statement of Consolidated Operations of $3.7 million
for the quarter ended September 30, 1996. These transactions were subject to
additional adjustments which are solely the responsibility of Nomas Corp. as a
result of the distribution of LMUSA by the Company.
On July 16, 1996, the former Lomas headquarters and all other campus
buildings were sold through the Bankruptcy Court process for $23.5 million.
Pursuant to a stipulation and order among Travelers Insurance Company
("Travelers"), the Debtors, and the LMUSA Creditors' Committee, Travelers
received approximately $11.43 million of the proceeds. The net cash received
was deposited into a joint account for the Company and LMUSA. In conjunction
with the intercompany claims settlement process in March, 1997, the Company
received $1.3 million and LMUSA was granted the remainder plus accrued interest
from the joint account. Additionally, substantially all of the remaining
furniture, fixtures and equipment of the Company and LMUSA were sold by a
liquidator during July and August 1996.
8
<PAGE> 10
NOTE D -- CREDITORS' TRUST
The Joint Plan established a creditors' trust (the "Creditors' Trust")
which the Company serves as trustee. The Creditors' Trust holds the
nonreorganized assets of the Company in trust pending their disposition and/or
distribution to creditors in accordance with the terms of the Joint Plan. The
Creditors' Trust is organized for the sole purpose of liquidating the
non-reorganized assets and will terminate on October 4, 2001 unless an
extension is approved by the Bankruptcy Court. The assets and liabilities of
the Creditors' Trust are not reflected in the accompanying Consolidated Balance
Sheet as the Company is not the beneficiary of the Trust. Accordingly, revenues
and expenses related to the Creditors' Trust assets and liabilities since April
1, 1997, are not reflected in the accompanying Statement of Consolidated
Operations. The allocation of costs between the Creditors' Trust and the
Company is based on management's estimate of each entity's proportional share
of costs. Gains and losses from the Creditors' Trust are solely for the
creditors and the Company has no risk of loss on the assets or liabilities. The
amounts ultimately distributed to the creditors are solely dependent on the
amounts realized from the collection of the trust assets and settlement of
trust liabilities.
The following is a summary of the nonreorganized assets and
liabilities held in the Creditors' Trust as of September 30, 1997 (in
thousands) (unaudited):
<TABLE>
<S> <C>
Cash available for payment of unsecured claims...................................... $12,686
Cash available for payment of LIS priority claims................................... 234
Cash held in reserve pending settlement of MSP claims and legal expenses............ 6,708
-------
19,628
-------
Net assets available for future distribution to Class 3 creditors:
Cash held for payment of administrative expenses and other trust liabilities.. 2,326
Investments:
Subordinated promissory note, face $15 million, due November 22, 2000.... 2,222
Two limited partnerships which fund institutional mortgage loans......... 1,323
Investment in the MSP Trust.............................................. 1,391
Equity interest in a real estate company................................. 1,200
Other.................................................................... 21
-------
Total investments.................................................. 6,157
-------
Accounts payable and accrued expenses......................................... (1,652)
-------
Net assets available for future distribution to Class 3 creditors. 6,831
-------
$26,459
=======
</TABLE>
Subsequent to September 30, 1997, the equity interest investment in
a real estate company was liquidated and the Creditors' Trust received cash
proceeds, including interest income, of $1.3 million.
NOTE E -- EARNINGS (LOSS) PER SHARE
Earnings per share for the quarter ended September 30, 1997 was
computed using the weighted average shares reserved for issuance as of March
31, 1997. Earnings (loss) per share information for the Predecessor Company is
not presented because the revision of the Company's capital structure pursuant
to the Plan of Reorganization makes such information not meaningful.
9
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
In accordance with the American Institute of Certified Public
Accountants' Statement of Position 90-7, Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code, the Company adopted fresh-start
accounting as of March 31, 1997. See "Note A - Basis of Financial Statement
Presentation". The accumulated deficit of the predecessor Company at March 31,
1997 was eliminated, and, at April 1, 1997, the reorganized Company's financial
statements reflected no beginning retained earnings or deficit. Since April 1,
1997, the Company's financial statements have been prepared as if it is a new
reporting entity and a vertical black line has been placed to separate the
operating results of the Predecessor Company from those of the Reorganized
Company since they are not prepared on a comparable basis.
On October 1, 1996, the Company distributed its interest in LMUSA to
LMUSA's creditors pursuant to LMUSA's reorganization plan. Effective March 7,
1997, the Company settled its intercompany disputes with LMUSA resulting in the
transfer of assets and writeoff of receivables and payables with a net increase
in retained earnings of $16.8 million. See "Note B - Reorganization".
The operating results of the Company during the quarters ended
September 30, 1997 and 1996 were as follows (in thousands):
<TABLE>
<CAPTION>
Reorganized Company Predecessor Company
------------------------ ------------------------
Quarter Ended Quarter Ended
September 30, 1997 September 30, 1996
------------------------ ------------------------
<S> <C> <C>
Operating income (loss):
Mortgage banking.................................. $ -- $ (1,340)
Assisted care management.......................... 121 127
Other............................................. 53 257
------------------------ ------------------------
174 (956)
Expenses:
General and administrative........................ (105) (370)
Loss on sale or disposal of assets................ -- (3,718)
------------------------ ------------------------
(105) (4,088)
------------------------ ------------------------
Income (loss) from operations before
reorganization items.............................. 69 (5,044)
Reorganization items---net........................... -- (1,940)
------------------------ ------------------------
Income (loss) before federal income taxes............ 69 (6,984)
Federal income taxes................................. (24) --
------------------------ ------------------------
Net income (loss).............................. $ 45 $ (6,984)
======================== ========================
</TABLE>
The operating results presented above for the quarter ended September 30,
1997 are not comparable to those for the same period in fiscal 1997. The first
quarter of fiscal 1997 included the operations of LMUSA prior to the
distribution of LMUSA from the Company on October 1, 1996. During that period,
LMUSA recorded an additional loss on the sale of assets of $3.7 million as a
result of an adjustment to the calculation of interest on the receivables from
First Nationwide and an agreed upon settlement of the final purchase price on
the GNMA sale.
At fresh start on April 1, 1997, certain assets, including approximately
$6 million of various investments, were transferred to the Creditors' Trust.
See "Note D - Creditors' Trust" footnote. The decrease in other operating
income is primarily the result of the transfer of these investments from the
Company to the Creditors' Trust.
10
<PAGE> 12
General and administrative expenses for the quarter ended September 30,
1997 and 1996 were $105,000 and $370,000, respectively. The decrease reflects a
general reduction in personnel and general overhead expenses. For the quarter
ended September 30, 1997, general and administrative expenses consisted
primarily of $41,000 of corporate insurance amortization, $22,000 of
professional fees, $5,000 of directors fees and $37,000 of other general office
expenses.
The Company reported net reorganization items of $1.9 million during the
quarter ended September 30, 1996, which consisted primarily of professional
fees net of interest earned on cash accumulated. After reorganization on March
31, 1997, professional fees incurred by the Reorganized Company are included
with Other operating expenses on the Company's Statement of Consolidated
Operations and included with General and administrative expenses in the
previous Results of Operations table for the quarter ended September 30, 1997.
Also, for the first quarter of fiscal 1998, interest earned on cash held by the
Reorganized Company is reported as Interest income on the Company's Statement
of Consolidated Operations and included with Other operating income in the
previous Results of Operations table. Included in Other income is a $39,000
recovery of a prior year charge.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1997, the only liabilities of the Company were
accounts payable and accrued expenses which will be paid from current operating
cash available.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company had a Management Security Plan ("MSP") for certain of its
employees. According to the MSP, key employees of the Company who participated
in the MSP are to be paid, in the event of retirement or death, a portion of
the employee's salary which such employee chose as the basis for computation of
retirement or death benefits. The Company ceased new enrollments in 1985. The
LFC Creditors' Committee has argued that the funds contributed to the MSP are
held in a trust (the "MSP Trust") subject to the claims of creditors in the
event of insolvency.
Because of the bankruptcy filings by the Company and LMUSA, no
contributions, payments or actuarial evaluation have been made to the MSP since
the petition date. On June 11, 1996, the Bankruptcy Court authorized the LFC
Creditors' Committee to commence and prosecute an action against the trustee
seeking the return of funds held in such MSP Trust. The LFC Creditors'
Committee contends that the funds in the trust constitute property of the
Company's estate. However, the trustee, Bankers Trust, has asserted that the
trustee is obligated to hold the assets for the sole benefit of the MSP
participants. In addition, during the course of litigation, the Unofficial
Committee of MSP Beneficiaries filed a motion to intervene in the adversary
proceeding which the Bankruptcy Court granted, and filed an action against
Bankers Trust to turn over to the MSP beneficiaries the assets held in the MSP
Trust.
On April 29, 1997, pursuant to a Stipulation and Order Regarding
Reserve for MSP Claimants, the Bankruptcy Court authorized the Company to
maintain a single distribution reserve in the amount of $6.3 million in order
to satisfy any obligations to the MSP Claimants under the Joint Plan. On March
31, 1997, the balance in the MSP Trust was $7.9 million. Pursuant to the above
stipulation while implementing fresh-start reporting, the Company assumed $6.3
million of the MSP Trust balance to be held in reserve for MSP claimants. At
fresh-start reporting on March 31, 1997, the remainder of the MSP Trust, $1.6
million, net of a reserve of $0.4 million for MSP related legal fees and
expenses, was distributed to the Creditors' Trust. The preliminary MSP disputed
claims total $8.8 million. The ultimate amount to be distributed to the MSP
claimants may differ from the above, pending the outcome of all bankruptcy and
legal proceedings.
The LFC Committee also commenced an adversary proceeding to recover the
funds in the rabbi trust for the Company's Excess Benefit Plan (the "EBP
Trust") on September 20, 1996, having obtained the Bankruptcy Court's
11
<PAGE> 13
approval for such action on September 9, 1996. Bankers Trust, the trustee of
the EBP Trust, agreed that the Company is entitled to the funds held in the EBP
Trust, and accordingly, funds totaling $0.6 million were received by the
Company in June, 1997 and subsequently transferred to the Creditors' Trust. The
remaining funds were received in July 1997.
On August 28, 1996 the Bankruptcy Court authorized the LFC Committee to
commence an action against Residential Information Services Limited Partnership
("RIS") and certain of its affiliates and related companies. In a complaint
dated September 30, 1996, the LFC Committee commenced such an action. On
January 10, 1997, the LFC Committee filed an amended complaint. The amended
complaint contains, inter alia, claims for breach of contract, fraud, tortious
interference with contract, turnover and quantum meruit against RIS and the
other defendants in connection with RIS' acquisition of substantially all of
the assets of Lomas Information Systems, Inc. in December 1994. The amended
complaint seeks substantial damages from the defendants together with interest,
costs and attorneys' fees and punitive damages. This case was settled and
proceeds of $5.4 million were received in June 1997 by the Company and
subsequently transferred, net of $234,000 for certain administrative claims, to
the Creditors' Trust.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit
Number
(27) Financial Data Schedule (submitted to the Securities
and Exchange Commission for its information).
(b) Reports on Form 8-K: None.
12
<PAGE> 14
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.
SIENA HOLDINGS, INC.
------------------------------------
(Registrant)
Date: November 7, 1997 By: /s/ W. JOSEPH DRYER
------------------------------------
President
Date: November 7, 1997 By: /s/ W. JOSEPH DRYER
------------------------------------
Principal Accounting Officer
13
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,941
<SECURITIES> 0
<RECEIVABLES> 329
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,085
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 400
<OTHER-SE> 5,730
<TOTAL-LIABILITY-AND-EQUITY> 7,085
<SALES> 0
<TOTAL-REVENUES> 221
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (152)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 69
<INCOME-TAX> (24)
<INCOME-CONTINUING> 45
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 45
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
