<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 TO 1934
For the quarterly period ended March 31, 2000
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.
(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.)
5068 West Plano Parkway, Suite 300, Plano, Texas 75093
- -------------------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(972) 381-4255
----------------------------------------------------
(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 April 27, 2000: Common Stock, $.10 par value -- 6,000,000 shares.
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SIENA HOLDINGS, INC. AND SUBSIDIARIES
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets - March 31, 2000 and June 30, 1999 ................................ 2
Statements of Consolidated Operations-Quarters and Nine Months Ended March 31, 2000 and 1999... 3
Statements of Consolidated Cash Flows - Nine Months Ended March 31, 2000 and 1999 ............. 4
Notes to Consolidated Financial Statements .................................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations ......................................................................... 12
Liquidity and Capital Resources ............................................................... 14
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings ............................................................................. 14
Item 3. Defaults Upon Senior Securities .............................................................. 15
Item 6. Exhibits and Reports on Form 8-K ............................................................. 15
</TABLE>
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CONSOLIDATED BALANCE SHEETS
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(IN THOUSANDS, EXCEPT PAR VALUE)
<TABLE>
<CAPTION>
March 31, 2000 June 30, 1999
-------------- -------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents ........................................ $ 4,148 $ 4,111
Receivables ...................................................... 90 138
Prepaid expenses ................................................. 57 117
------------- -------------
4,295 4,366
------------- -------------
Long Term Investments:
Investment in real estate ........................................ 4,930 4,879
Deferred tax assets - net ........................................ 1,175 1,175
------------- -------------
6,105 6,054
------------- -------------
Total Assets ................................................ $ 10,400 $ 10,420
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses ............................ $ 157 $ 230
Long Term Liabilities:
Accrued medical insurance premiums ............................... 604 649
Deferred compensation and fees ................................... 82 52
------------- -------------
686 701
------------- -------------
843 931
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Stockholders' Equity:
Preferred stock --($1.00 par value, 1,000 shares authorized,
0 shares issued and outstanding) ............................. -- --
Common stock--($.10 par value, 15,000 shares authorized,
6,000 shares issued and outstanding) ......................... 600 600
Other paid-in capital ............................................ 8,926 8,894
Accumulated earnings (deficit) ................................... 31 (5)
------------- -------------
9,557 9,489
------------- -------------
Total Liabilities and Stockholders' Equity .................. $ 10,400 $ 10,420
============= =============
</TABLE>
See notes to consolidated financial statements.
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STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(IN THOUSANDS, EXCEPT NET EARNINGS PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
March 31 March 31
------------------------------ ------------------------------
2000 1999 2000 1999
------------- ------------- ------------- -------------
(as restated) (as restated)
<S> <C> <C> <C> <C>
Revenues:
Commissions and fees ..................... $ 90 $ 116 $ 300 $ 395
Interest ................................. 53 46 154 123
Trust expense reimbursement .............. 51 43 179 284
Other .................................... -- 1 8 9
------------- ------------- ------------- -------------
194 206 641 811
------------- ------------- ------------- -------------
Expenses:
Personnel ................................ 94 109 293 333
Other operating .......................... 95 93 292 390
------------- ------------- ------------- -------------
189 202 585 723
------------- ------------- ------------- -------------
Income from operations before federal
income tax ............................. 5 4 56 88
Federal income tax expense .................. 2 1 20 31
------------- ------------- ------------- -------------
Net income .................................. $ 3 $ 3 $ 36 $ 57
============= ============= ============= =============
Basic earnings per share:
Net income ............................... $ 0.00* $ 0.00* $ 0.01* $ 0.01*
Average number of shares .................... 6,000* 6,000* 6,000* 5,073*
Diluted earnings per share:
Net income ............................... $ 0.00* $ 0.00* $ 0.01* $ 0.01*
Average number of shares .................... 6,118* 6,016* 6,100* 5,099*
</TABLE>
* Per share amounts are based on shares issued or reserved for issuance to
creditors.
See notes to consolidated financial statements.
3
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STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
March 31, 2000 March 31, 1999
-------------- --------------
(as restated)
<S> <C> <C>
Operating activities:
Net income ............................................................... $ 36 $ 57
Adjustments to reconcile net income to net cash provided (used) by operating
activities:
Federal income tax expense charged to additional paid-in capital due
to the utilization of pre-reorganization tax attributes ................. 20 31
Compensation expense for stock options ..................................... 12 12
(Increase) decrease in current accounts receivable and prepaid
expenses ................................................................ 108 (81)
Decrease in current accounts payable and accrued expenses .................. (73) (313)
Decrease in long term accrued medical insurance premiums ................... (45) (47)
Increase in long term deferred compensation and fees ....................... 30 --
------------- -------------
Net cash provided (used) by operating activities ................... 88 (341)
------------- -------------
Investing activities:
Increase in investment in real estate ......................................... (51) (70)
------------- -------------
Net cash used by investing activities .............................. (51) (70)
------------- -------------
Financing activities:
Issuance of common stock-- net ................................................ -- 2,102
------------- -------------
Net cash provided by financing activities .......................... -- 2,102
------------- -------------
Net increase in cash and cash equivalents ........................................... 37 1,691
Cash and cash equivalents at beginning of period .................................... 4,111 2,475
------------- -------------
Cash and cash equivalents at end of period .......................................... $ 4,148 $ 4,166
============= =============
Cash payments for:
Interest ...................................................................... $ -- $ --
Federal income tax ............................................................ $ -- $ --
Non-cash transactions:
Issuance of stock options ..................................................... $ 12 $ 12
</TABLE>
See notes to consolidated financial statements.
4
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
MARCH 31, 2000
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 subsidiaries are Siena Housing Management Corp. and LLG
Lands, Inc. Prior to October 1, 1996, SHI's wholly-owned principal subsidiary
was Lomas Mortgage USA, Inc. ("LMUSA"), now known as Nomas Corp. As a result of
the confirmation of LMUSA's Chapter 11 reorganization plan, 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 (see "Note B -- Reorganization").
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 April 1, 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. Since
April 1, 1997, the Company's financial statements have been prepared as if it is
a new reporting entity. Under fresh-start accounting, all assets and liabilities
were restated to reflect their reorganization value, which approximated fair
value at the date of reorganization.
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 have been included. The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates. Certain reclassifications have been made to
prior quarters' financial statements to conform to the current presentation.
Operating results for the quarter and nine months are not necessarily indicative
of the results that may be expected for the fiscal year. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year ended
June 30, 1999.
The Company restated its unaudited quarterly consolidated financial
statements for all quarters of fiscal year 1999. The restatements resulted from:
(1) a change to charge certain stock offering expenses against the gross
proceeds of the offering in the first and second quarters; (2) the recognition
of income from the proceeds received from the Creditors' Trust and a
corresponding recognition of directors' additional compensation expense as a
result of the approval by the shareholders of the Directors' Additional
Compensation Plan in the second quarter; and, (3) the reversal of stock option
expense in the second and third quarters for stock options granted to the
directors' due to a change in the measurement date. The net effect of the
restatement on the quarter and nine months ended March 31, 1999, is as follows:
<TABLE>
<CAPTION>
Quarter Ended March 31, 1999 Nine Months Ended March 31, 1999
--------------------------------------- ---------------------------------------
Restatement Restatement
As reported effect Restated As reported effect Restated
----------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Income (loss) before federal income tax .. $ 2 $ 2 $ 4 $ (20) $ 108 $ 88
Federal income tax expense ............... -- (1) (1) -- (31) (31)
Net income (loss) ........................ 2 1 3 (20) 77 57
</TABLE>
5
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NOTE B -- REORGANIZATION
On October 10, 1995, LFC, two subsidiaries of LFC and 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 Debtor Corporations
filed two separate plans of reorganization with the Bankruptcy Court. An order
confirming the second amended joint plan of reorganization filed on October 4,
1996 for LFC, LIS and LAS (the "Joint Debtors") and a stipulation and order
among the Joint Debtors and the appointed statutory committee of unsecured
creditors of LFC (the "LFC Creditors' Committee") regarding technical
modifications to the 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".
The Joint Plan was confirmed on October 4, 1996, but not effective until March
7, 1997, after certain conditions were either met or waived by the LFC
Creditors' Committee. Refer to the Company's annual report on Form 10-K for the
year ended June 30, 1999 for more information on the reorganization of the
Company.
The Joint Plan provided for a transfer by the Company of $3 million in
cash to partially fund a litigation trust to pursue third-party claims pursuant
to the LFC/LMUSA joint litigation trust agreement among LFC and its subsidiaries
and LMUSA, dated March 6, 1997 (the "LFC/LMUSA Litigation Trust"). Subject to
certain exceptions, the LFC Creditors' Trust (as defined herein) and the
creditors' trust established pursuant to the LMUSA Plan will receive sixty and
forty percent, respectively, of net proceeds from litigation. In March 2000, the
LFC Creditors' Trust received $7.1 million of net proceeds from the LFC/LMUSA
Litigation Trust resulting from litigation. There can be no assurance that the
LFC/LMUSA Litigation Trust will produce any additional proceeds which will
benefit the Creditors Trust and former creditors.
The Class 3 general unsecured creditors were to receive a combination
of cash and new common stock as settlement of their allowed claim, pursuant to
the Joint Plan. A cash distribution in the amount of $8.1 million was made on
April 24, 2000, bringing the total of cash distributions through April 24, 2000
to $31.1 million. The amounts ultimately distributed to the former creditors
will be solely dependent on the success of the Company, the amounts realized
from the collection of assets and the settlement of liabilities for both the
Creditors' Trust and the Litigation Trust. See "Note C -- Creditors' Trust".
As provided for in the Joint Plan and a decision of the LFC Creditors'
Committee, 4,000,000 shares of the new common stock were issued by the stock
transfer agent on the initial distribution date of November 12, 1997. For
balance sheet presentation and earnings (loss) per share, the 4,000,000 shares
were considered issued as of April 1, 1997. As of March 7, 1999, the stock
distribution agent had distributed 3,986,720 shares of the new common stock to
former creditors. There were 13,280 shares of common stock issued but not
delivered related to bonds not exchanged for stock by the March 7, 1999 deadline
and 164,599 shares of common stock held for disputed claims that were later
resolved. The stock distribution agent distributed in the second quarter of
fiscal year 2000 the final 177,879 shares to all allowed creditors that had
received prior stock distributions.
THE LFC CREDITORS TRUST AND ANY PROCEEDS FROM THE LFC/LMUSA LITIGATION
TRUST ARE SOLELY FOR THE BENEFIT OF THE FORMER CREDITORS OF THE JOINT DEBTORS.
STOCKHOLDERS WILL NOT BENEFIT FROM THESE TRUSTS UNLESS THEY HELD CLASS 3 -
GENERAL UNSECURED CLAIMS AS DEFINED IN THE JOINT PLAN. SEE "NOTE C -- CREDITORS'
TRUST".
On November 5, 1998, the Company received $2.102 million, net of stock
offering expenses of $98,000, in exchange for 2 million shares of the Company's
common stock, as approved by the Company's Board of Directors on September 23,
1998. This transaction increased the number of outstanding shares of common
stock to 6 million. THE 6,000,000 SHARES OF THE NEW COMMON STOCK ARE RESTRICTED
IF THE EFFECT OF A TRANSFER WOULD RESULT IN AN OWNERSHIP INCREASE TO 4.5 PERCENT
OR ABOVE OF THE TOTAL OUTSTANDING SHARES OR FROM 4.5 PERCENT TO A GREATER
PERCENTAGE OF THE TOTAL OUTSTANDING SHARES, WITHOUT PRIOR APPROVAL BY THE BOARD
OF DIRECTORS AS DESCRIBED IN THE RESTATED CERTIFICATE OF INCORPORATION.
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NOTE C -- CREDITORS' TRUST
The Joint Plan established a creditors' trust (the "Creditors' Trust")
in which the Company serves as trustee. The Creditors' Trust holds the
non-reorganized assets of the Company in trust pending their disposition and/or
distribution to the 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 including proceeds, if any, from the LFC/LMUSA Litigation
Trust 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 Sheets 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 Statements 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 former creditors' benefit and the Company
has no risk of loss on the assets or liabilities. The amounts ultimately
distributed to the former creditors will be solely dependent on the success of
the Company, the amounts realized from the collection of assets and settlement
of liabilities for both the Creditors' Trust and the LFC/LMUSA Litigation Trust.
Stockholders who are not former creditors of the Joint Debtors are not
beneficiaries of the Creditors' Trust.
In March 2000, the Creditors' Trust received $7.1 million of net
proceeds from the LFC/LMUSA Litigation Trust resulting from litigation. Another
cash distribution in the amount of $8.1 million was made on April 24, 2000,
bringing the total of cash distributions through April 24, 2000 to $31.1
million. There can be no assurance that the LFC/LMUSA Litigation Trust will
produce any additional proceeds which will benefit the Creditors' Trust and
former creditors.
The Company charged to the Creditors' Trust expenses of $51,000 and
$179,000 for the quarter and nine months ended March 31, 2000, respectively, and
$43,000 and $284,000 for the quarter and nine months ended March 31, 1999,
respectively, reported as trust expense reimbursement on the Company's Statement
of Consolidated Operations. The charges for fiscal year 1999 included $98,000
for directors' additional compensation expense as a result of the approval by
the shareholders of the Directors' Additional Compensation Plan in the second
quarter of fiscal year 1999. The remaining expenses consisted of an overhead
allocation from the Company, based upon management's estimate of resources used
by the Creditors' Trust. The allocation of overhead to the Creditors' Trust is
expected to decrease as the remaining net assets of the Creditors' Trust are
liquidated and distributed.
THE LFC CREDITORS TRUST AND ANY PROCEEDS FROM THE LFC/LMUSA LITIGATION
TRUST ARE SOLELY FOR THE BENEFIT OF THE FORMER CREDITORS OF THE JOINT DEBTORS.
STOCKHOLDERS WILL NOT BENEFIT FROM THESE TRUSTS UNLESS THEY HELD CLASS 3 -
GENERAL UNSECURED CLAIMS AS DEFINED IN THE JOINT PLAN. SEE "NOTE B -
REORGANIZATION".
NOTE D -- STOCKHOLDERS' EQUITY
As of March 31, 2000 and June 30, 1999, the Company had 15,000,000
shares of $.10 par value common stock (the "Reorganized Common Stock")
authorized, with 6,000,000 shares issued and outstanding. On November 12, 1997,
pursuant to the Joint Plan and a decision by the LFC Creditors' Committee,
4,000,000 shares of the new common stock were issued by the stock transfer
agent. For balance sheet presentation and earnings (loss) per share, the
4,000,000 shares were considered issued as of April 1, 1997. As of March 7,
1999, the stock distribution agent had distributed 3,986,720 shares of the new
common stock to former creditors. There were 13,280 shares of common stock
issued but not delivered related to bonds not exchanged for stock by the March
7, 1999 deadline and 164,599 shares of common stock held for disputed claims
that were later resolved. The stock distribution agent distributed in the second
quarter of fiscal year 2000 the final 177,879 shares to all allowed creditors
that had received prior stock distributions. The Reorganized Common Stock has no
preemptive or other subscription rights and there are no conversion rights,
redemption or sinking fund provisions with respect to such shares.
In the first quarter of fiscal year 1999, recognizing the need of the
Company for additional working capital, the Chairman of the Company offered to
make a cash investment for a certain number of shares of the Company's common
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stock. This offer was considered and accepted by the Company's Board of
Directors on September 23, 1998. The Chairman did not participate in the vote of
the Board accepting this offer. On November 5, 1998, the Company received $2.102
million, net of stock offering expenses of $98,000, in exchange for 2 million
shares of the Company's common stock. This transaction increased the number of
outstanding shares of common stock to 6 million.
SHI and its subsidiaries reported a tax benefit of $2,000 and $20,000
for the quarter and nine months ended March 31, 2000, respectively, and $1,000
and $31,000 for the quarter and nine months ended March 31, 1999, respectively,
as an increase to additional paid-in capital resulting from the utilization of a
portion of the Company's pre-reorganization net operating loss carryforwards and
deductible temporary differences. Future utilization of these pre-reorganization
tax attributes on a consolidated basis will result in adjustments to additional
paid-in capital.
At the annual meeting on December 13, 1999, the stockholders of SHI
(the "Stockholders") approved a proposal to amend the Company's certificate of
incorporation (a) to effect, as determined by the Board in its sole discretion,
a reverse stock split of the outstanding Common Stock on the effective date of
the amendment (the "Effective Date"), pursuant to which each 100 shares then
outstanding will be converted into one share (the "Reverse Stock Split"), and
(b) to effect a forward split of the Common Stock on the day following the
effective date of the Reverse Split, pursuant to which Common Stock then
outstanding as of such date will be converted into the number of shares of the
Common Stock that such shares represented immediately prior to the Effective
Date (the "Forward Stock Split"). In lieu of issuing less than one whole share
resulting from the proposed stock split to holders of fewer than 100 shares, as
the case may be, the Company would make a cash payment based on the higher of
either the stated book value of the Company on June 30, 1999, or the closing
prices of the Common Stock, as discussed in more detail in the Company's Proxy
Statement dated November 1, 1999. The Board is authorized, in its sole
discretion, to effect the Reverse Stock Split based on factors existing at the
time of determination, including (a) the availability of funds necessary to
consummate the Reverse Stock Split and the cost of such funds; (b) the market
price of the Common Stock; (c) the Board's determination of whether the Reverse
Stock Split will result in a reduction in the Company's administrative expenses;
(d) prevailing market conditions; (e) the likely effect on the market price of
the Common Stock; and (f) other relevant factors.
Consummation of the proposed Reverse Stock Split/Forward Stock Split
will not change the number of shares of Common Stock authorized by the Company's
certificate of incorporation, which will remain at 15 million shares. The Board,
in its sole discretion, may abandon the proposed stock splits at any time before
the Effective Date without further action by the Stockholders. If the Board
determines to consummate a Reverse Stock Split/Forward Stock Split, the Company
will publicly announce the determination at least 10 days prior to the Effective
Date.
NOTE E -- DEFERRED TAX ASSETS
SHI and its subsidiaries had no gross deferred tax liabilities and
approximately $95 million and $95 million in gross deferred tax assets as of
March 31, 2000 and June 30, 1999, respectively, subject to an offsetting
valuation allowance of approximately $94 million and $94 million, respectively.
Essentially all of this valuation allowance is considered to be attributable to
pre-reorganization tax attributes. Accordingly, future utilization of these
pre-reorganization tax attributes on a consolidated basis will result in
adjustments to additional paid-in capital.
The Company's investment in real estate is owned by LLG Lands, Inc.
("LLG"), a wholly-owned subsidiary of the Company. The property consists of
179.4 acres (approximately 147.2 acres net of right-of-way and flood plain) of
unimproved land in Allen, Texas (the "Allen property"). The southern boundary of
the Allen property is the recently constructed Exchange Parkway, which provides
access to the property from Central Expressway on the west and from Highway 5 on
the east. The Allen property includes four tracts of land: one tract of
approximately 36.5 net acres zoned multi-family, one tract of approximately 85.5
net acres zoned light industrial (formerly single-family) and two tracts of
approximately 25.2 net acres zoned commercial. The City of Allen recently
completed the construction of a city park off of Exchange Parkway near the
multi-family tract.
The Company attempted to increase the values of the property through
the re-zoning and relocation of zoning in certain tracts. The Company was
notified in fiscal year 1999 that its re-zoning application was approved,
relocating its multi-family tract to a more accessible location and changing the
single family zoning to light industrial. The Company
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has reviewed the real estate interests held and has continued to market the
property zoned for multi-family use, approximately 36.5 net acres, and has begun
to market the light industrial property. As disclosed in prior filings, the
Company, with a continuing view towards maximizing shareholder value, has
undertaken an on-going program involving the possible sale of all or part of the
Allen property or its continued development. A concept site plan and related
marketing materials have been developed for the light industrial property.
Management of the Company intends to market and/or develop the property over an
estimated period not to exceed five years. During fiscal year 1999 and continued
into fiscal year 2000, the Company has held negotiations with third parties for
the sale of certain parcels of the Allen property, including exclusive
negotiations on one parcel of the multi-family property. Based on these
negotiations, management believes that the Company would be able to sell the
Allen property for a value in excess of the carrying amount. While the Company
will continue to consider any proposals which it, in its best judgement,
considers to be reasonable and in the interests of its shareholders, there is no
way to reasonably predict if any such proposals will ultimately lead to any real
estate transactions and when such transactions might occur.
Due to the change in zoning received on certain tracts and improved
market conditions and based on the negotiations described above, management
believes that the Company would be able to sell the Allen property for a value
in excess of the tax basis. As a result, during the year ended June 30, 1999,
the Company decreased the valuation allowance by $1.175 million and additional
paid-in capital was increased by $1.175 million to reflect potential utilization
of a portion of the consolidated net operating loss carryforward.
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income during the
periods in which these temporary differences become deductible. Management
considers the reversal of any deferred tax liabilities, projected future taxable
income and tax planning strategies in making this assessment. Management
believes that it is more likely than not that the Company will realize the
benefit of these deferred tax assets, net of the existing valuation allowance as
of March 31, 2000.
NOTE F -- EARNINGS PER SHARE
Earnings per common share for the quarters and nine months ended March
31, 2000 and 1999, were determined using the weighted average shares issued or
reserved for issuance as of March 31, 2000 and 1999, respectively. Effective
December 1, 1997 the Company granted options under the Siena Holdings, Inc.
Nonqualified Stock Option Agreements (the "Nonqualified Stock Option
Agreements"), included as exhibits to the Company's quarterly report on Form
10-Q as of December 31, 1997. The effects of outstanding options are included in
the calculation of diluted earnings per common share to the extent that they are
dilutive to earnings.
NOTE G -- LEGAL PROCEEDINGS
The assisted care facility management subsidiary, SHM, is a
wholly-owned subsidiary of the Company, and conducts business in Houston, Texas
pursuant to a management agreement. SHM manages and maintains an assisted care
facility in Houston, Texas under a management agreement into which it entered on
June 27, 1977 with Treemont. In the fourth quarter of fiscal year 1998, the
owners of Treemont contacted the Company's management and requested a legal
review of the management agreement as they believed certain parts of the
contract were illegal. The Company's position is that the agreement is
substantially secured at this time by the Treemont property in Houston. The
owners of Treemont have requested the Company consider possible changes to the
contract. Management does not believe the changes, if any are made, will have a
material impact on the Company.
In December 1997, the Company received a letter from the attorney of
one of the insurance companies that carried the former directors and officers
insurance coverage, stating that there was a $1.0 million per claim retention
which must be exhausted before the insurance company was implicated. Management
did not believe that the Company was responsible for this retention amount as a
result of the Joint Plan. During the quarter ended March 31, 2000, a settlement
was consummated in this case with no liability to the Company. The Company also
obtained a release from all parties involved against any further liability.
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On September 25, 1998, the Company was advised that it was named as a
Counter-Defendant in the counterclaim filed by the defendants of the LFC/LMUSA
Litigation Trust's lawsuit against certain former officers and directors of
Lomas Financial Corporation and subsidiaries. The counterclaim sought joint and
several liability. The Company responded to the counterclaim denying liability
and preserving the Company's rights and defenses. Separately the Company
initiated litigation in the Delaware Bankruptcy Court to obtain a declaration of
rights and an order to turn over records. During the quarter ended March 31,
2000, a settlement was consummated in this case with no liability to the
Company. The Company also obtained a release from all parties involved against
any further liability.
NOTE H -- INDUSTRY SEGMENT DATA OF OPERATIONS
As of June 30, 1999, the Company adopted SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information", which requires that
companies disclose segment data on a basis that is used internally by management
for evaluating segment performance and allocating resources to segments. The
Company has two reportable segments: (1) assisted care management, which
receives a fee for managing and maintaining an assisted care facility in
Houston, Texas, and (2) real estate investment and development. The accounting
policies of the segments are the same as those of the Company. Refer to the
"Significant Accounting Policies" footnote as reported in the annual report on
Form 10-K for the year ended June 30, 1999, for more information.
The Company's management evaluates performance of each segment based on
profit and loss from operations excluding allocation of corporate overhead
expenses and interest income. Segment data for the quarter and nine months ended
March 31, 1999 have been restated to conform to the fiscal year 2000
presentation.
The following table summarizes the Company's identifiable assets by
segment as of March 31, 2000 and June 30, 1999 (in thousands):
<TABLE>
<CAPTION>
March 31, 2000 June 30, 1999
-------------- -------------
<S> <C> <C>
Identifiable assets:
Assisted care facility management (including receivable from
parent company eliminated in consolidation) ................. $ 239 $ 717
Real estate ..................................................... 4,931 4,882
------------- -------------
5,170 5,599
------------- -------------
Reconciling items:
Corporate cash, receivables and prepaid expenses (including
receivable from subsidiary eliminated in consolidation) .. 4,256 4,231
Deferred tax assets--net ..................................... 1,175 1,175
Elimination of intercompany receivables ...................... (201) (585)
------------- -------------
Total assets per Consolidated Balance Sheet .......................... $ 10,400 $ 10,420
============= =============
</TABLE>
(continued on following page)
10
<PAGE> 12
The following table summarizes the Company's segment data of operations
for the quarters and nine months ended March 31, 2000 and 1999 (in thousands):
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
March 31 March 31
------------------------ ------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
(as restated) (as restated)
<S> <C> <C> <C> <C>
Revenues:
Assisted care management ...................... $ 90 $ 122 $ 300 $ 408
Real estate ................................... -- -- 2 --
---------- ---------- ---------- ----------
90 122 302 408
---------- ---------- ---------- ----------
Reconciling items:
Corporate interest income .................. 53 40 154 110
Trust expense reimbursement ................ 51 43 179 284
Other corporate revenue .................... -- 1 6 9
---------- ---------- ---------- ----------
104 84 339 403
---------- ---------- ---------- ----------
Total revenues per Statement of
Consolidated Operations ....................... $ 194 $ 206 $ 641 $ 811
========== ========== ========== ==========
Operating income (loss):
Assisted care management ...................... $ 54 $ 78 $ 173 $ 270
Real estate ................................... (2) (4) (12) (13)
---------- ---------- ---------- ----------
52 74 161 257
---------- ---------- ---------- ----------
Reconciling items:
Corporate interest income .................. 53 40 154 110
Trust expense reimbursement ................ 51 43 179 284
Unallocated corporate expenses ............. (151) (153) (445) (569)
Other ...................................... -- -- 7 6
---------- ---------- ---------- ----------
(47) (70) (105) (169)
---------- ---------- ---------- ----------
Income from operations before federal
income tax per Statement of
Consolidated Operations ....................... $ 5 $ 4 $ 56 $ 88
========== ========== ========== ==========
</TABLE>
11
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
Statements contained herein that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
but not limited to statements regarding the Company's expectations, hopes,
beliefs, intentions or strategies regarding the future. Actual results could
differ materially from those projected in any forward-looking statements as a
result of a number of factors, including those detailed in this Management's
Discussion and Analysis of Financial Condition and Results of Operations, as
well as those set forth elsewhere herein. The forward-looking statements are
made as of the date of these financial statements and the Company undertakes no
obligation to update or revise the forward-looking statements, or to update the
reasons why actual results could differ materially from those projected in the
forward-looking statements.
The operating results of the Company during the quarters and nine
months ended March 31, 2000 and 1999 were as follows (in thousands):
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
March 31 March 31
------------------------------ ------------------------------
2000 1999 2000 1999
------------- ------------- ------------- -------------
(as restated) (as restated)
<S> <C> <C> <C> <C>
Operating income (loss):
Assisted care management ...................... $ 54 $ 78 $ 173 $ 270
Real estate ................................... (2) (4) (12) (13)
------------- ------------- ------------- -------------
52 74 161 257
------------- ------------- ------------- -------------
Other income and expenses:
Interest income .............................. 53 40 154 110
Trust expense reimbursement income ........... 51 43 179 284
Unallocated corporate expenses ................ (151) (153) (445) (569)
Other ......................................... -- -- 7 6
------------- ------------- ------------- -------------
(47) (70) (105) (169)
------------- ------------- ------------- -------------
Income before federal income tax expense ......... 5 4 56 88
Federal income tax expense ....................... 2 1 20 31
------------- ------------- ------------- -------------
Net income ................................. $ 3 $ 3 $ 36 $ 57
============= ============= ============= =============
</TABLE>
Assisted Care Management. The decrease in the profitability of the
assisted care management operations from $78,000 and $270,000 for the quarter
and nine months ended March 31, 1999, to $54,000 and $173,000 for the quarter
and nine months ended March 31, 2000, is primarily attributable to the decreased
management fee received by Siena Housing Management, Inc. ("SHM"), a
wholly-owned subsidiary of the Company. SHM manages and maintains an assisted
care facility in Houston, Texas under a management agreement into which it
entered on June 27, 1977 with Treemont, Inc. ("Treemont"). Under this agreement,
SHM receives a fee based on gross revenues and net income of Treemont. Refer to
the Company's annual report on Form 10-K for the fiscal year ended June 30,
1999, for more information on the Company's assisted care business and
management contract. The decrease in management fee income is a result of a
decrease in occupancy at Treemont, from an approximate 95% capacity in the prior
period to an approximate 90% current capacity, with primarily fixed expenses.
In the fourth quarter of fiscal year 1998, the owners of Treemont
contacted the Company's management and requested a legal review of the
management agreement as they believed certain parts of the contract were
illegal. The Company's position is that the agreement is substantially secured
at this time by the Treemont property in Houston. The
12
<PAGE> 14
owners of Treemont have requested the Company consider possible changes to the
contract. Management does not believe the changes, if any are made, will have a
material impact on the Company.
The Treemont management agreement is not shown as an asset on the
balance sheet of the Reorganized Company because there can be no assurance that
the contract will continue in effect for an extended period and the
uncertainties inherent in the projected earnings of the facilities.
Real Estate. The Company's investment in real estate is owned by LLG
Lands, Inc. ("LLG"), a wholly-owned subsidiary of the Company. The property
consists of 179.4 acres (approximately 147.2 acres net of right-of-way and flood
plain) of unimproved land in Allen, Texas (the "Allen property"). The southern
boundary of the Allen property is the recently constructed Exchange Parkway,
which provides access to the property from Central Expressway on the west and
from Highway 5 on the east. The Allen property includes four tracts of land: one
tract of approximately 36.5 net acres zoned multi-family, one tract of
approximately 85.5 net acres zoned light industrial (formerly single-family) and
two tracts of approximately 25.2 net acres zoned commercial. The City of Allen
recently completed the construction of a city park off of Exchange Parkway near
the multi-family tract.
The Company attempted to increase the values of the property through
the re-zoning and relocation of zoning in certain tracts. The Company was
notified in fiscal year 1999 that its re-zoning application was approved,
relocating its multi-family tract to a more accessible location and changing the
single family zoning to light industrial. The Company has reviewed the real
estate interests held and has continued to market the property zoned for
multi-family use, approximately 36.5 net acres, and has begun to market the
light industrial property. As disclosed in prior filings, the Company, with a
continuing view towards maximizing shareholder value, has undertaken an on-going
program involving the possible sale of all or part of the Allen property or its
continued development. A concept site plan and related marketing materials have
been developed for the light industrial property. Management of the Company
intends to market and/or develop the property over an estimated period not to
exceed five years. During fiscal year 1999 and continued into fiscal year 2000,
the Company has held negotiations with third parties for the sale of certain
parcels of the Allen property, including exclusive negotiations on one parcel of
the multi-family property. Based on these negotiations, management believes that
the Company would be able to sell the Allen property for a value in excess of
the carrying amount. While the Company will continue to consider any proposals
which it, in its best judgement, considers to be reasonable and in the interests
of its shareholders, there is no way to reasonably predict if any such proposals
will ultimately lead to any real estate transactions and when such transactions
might occur.
The operating loss for the quarter and nine months ended March 31, 2000
are consistent with the same periods in fiscal year 1999. Costs related to the
re-zoning, marketing and developing the property will continue, some of which
may be capitalized.
Other Income and Expenses. The Company reported corporate interest
income of $53,000 and $154,000 for the quarter and nine months ended March 31,
2000, respectively, as compared to $40,000 and $110,000 for the quarter and nine
months ended March 31, 1999, respectively. The increase is due to a decision by
management to maintain a larger cash balance at the parent company and the $2.2
million increase in cash as a result of the issuance of additional common stock
on November 5, 1998.
The Company received income from the Creditors' Trust of $51,000 and
$179,000 for the quarter and nine months ended March 31, 2000, respectively, and
$43,000 and $284,000 for the quarter and nine months ended March 31, 1999,
respectively. The prior year periods included the recognition of $98,000 income
received from the Creditors' Trust related to the Director's Additional
Compensation Plan approved by the shareholders in the second quarter of fiscal
year 1999. The remaining income consisted of an overhead allocation based upon
management's estimate of resources used by the Creditors' Trust. The allocation
of overhead to the Creditors' Trust is expected to decrease during fiscal year
2000 as the remaining net assets of the Creditors' Trust are liquidated and
distributed.
Unallocated corporate expenses were reported as $151,000 and $445,000
for the quarter and nine months ended March 31, 2000, respectively, as compared
to $153,000 and $569,000 for the quarter and nine months ended March 31, 1999,
respectively. The decrease in the expense for the nine month period is primarily
attributable to the recognition of
13
<PAGE> 15
$98,000 in directors' additional compensation expense in the second quarter of
fiscal year 1999 as a result of the approval by the shareholders of the
Directors' Additional Compensation Plan.
At the annual meeting on December 13, 1999, the stockholders of SHI
(the "Stockholders") approved a proposal to amend the Company's certificate of
incorporation (a) to effect, as determined by the Board in its sole discretion,
a reverse stock split of the outstanding Common Stock on the effective date of
the amendment (the "Effective Date"), pursuant to which each 100 shares then
outstanding will be converted into one share (the "Reverse Stock Split"), and
(b) to effect a forward split of the Common Stock on the day following the
effective date of the Reverse Stock Split, pursuant to which Common Stock then
outstanding as of such date will be converted into the number of shares of the
Common Stock that such shares represented immediately prior to the Effective
Date (the "Forward Stock Split"). In lieu of issuing less than one whole share
resulting from the proposed stock split to holders of fewer than 100 shares, as
the case may be, the Company would make a cash payment based on the higher of
either the stated book value of the Company on June 30, 1999, or the closing
prices of the Common Stock, as discussed in more detail in the Company's Proxy
Statement dated November 1, 1999. The Board is authorized, in its sole
discretion, to effect the Reverse Stock Split based on factors existing at the
time of determination, including (a) the availability of funds necessary to
consummate the Reverse Stock Split and the cost of such funds; (b) the market
price of the Common Stock; (c) the Board's determination of whether the Reverse
Stock Split will result in a reduction in the Company's administrative expenses;
(d) prevailing market conditions; (e) the likely effect on the market price of
the Common Stock; and (f) other relevant factors.
Consummation of the proposed Reverse Stock Split/Forward Stock Split
will not change the number of shares of Common Stock authorized by the Company's
certificate of incorporation, which will remain at 15 million shares. The Board,
in its sole discretion, may abandon the proposed stock splits at any time before
the Effective Date without further action by the Stockholders. If the Board
determines to consummate a Reverse Stock Split/Forward Stock Split, the Company
will publicly announce the determination at least 10 days prior to the Effective
Date.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the only liabilities of the Company were accounts
payable and accrued expenses which will be paid from current operating cash
available as of March 31, 2000.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The assisted care facility management subsidiary, SHM, is a
wholly-owned subsidiary of the Company, and conducts business in Houston, Texas
pursuant to a management agreement. SHM manages and maintains an assisted care
facility in Houston, Texas under a management agreement into which it entered on
June 27, 1977 with Treemont. In the fourth quarter of fiscal year 1998, the
owners of Treemont contacted the Company's management and requested a legal
review of the management agreement as they believed certain parts of the
contract were illegal. The Company's position is that the agreement is
substantially secured at this time by the Treemont property in Houston. The
owners of Treemont have requested the Company consider possible changes to the
contract. Management does not believe the changes, if any are made, will have a
material impact on the Company.
In December 1997, the Company received a letter from the attorney of
one of the insurance companies that carried the former directors and officers
insurance coverage, stating that there was a $1.0 million per claim retention
which must be exhausted before the insurance company was implicated. Management
did not believe that the Company was responsible for this retention amount as a
result of the Joint Plan. During the quarter ended March 31, 2000, a settlement
was consummated in this case with no liability to the Company. The Company also
obtained a release from all parties involved against any further liability.
14
<PAGE> 16
On September 25, 1998, the Company was advised that it was named as a
Counter-Defendant in the counterclaim filed by the defendants of the LFC/LMUSA
Litigation Trust's lawsuit against certain former officers and directors of
Lomas Financial Corporation and subsidiaries. The counterclaim sought joint and
several liability. The Company responded to the counterclaim denying liability
and preserving the Company's rights and defenses. Separately the Company
initiated litigation in the Delaware Bankruptcy Court to obtain a declaration of
rights and an order to turn over records. During the quarter ended March 31,
2000, a settlement was consummated in this case with no liability to the
Company. The Company also obtained a release from all parties involved against
any further liability.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Refer to the Company's annual report on Form 10-K for the year ended
June 30, 1999, for information regarding defaults by the Company relating to the
debt obligations of the Predecessor Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit
Number
-------
(11) Computation of Earnings (Loss) Per Share
(27) Financial Data Schedule (submitted to the Securities
and Exchange Commission for its information).
(b) Reports on Form 8-K: None.
15
<PAGE> 17
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: May 5, 2000 By: /s/ W. JOSEPH DRYER
----------------------------------
President
Date: May 5, 2000 By: /s/ W. JOSEPH DRYER
----------------------------------
Principal Accounting Officer
16
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(11) Computation of Earnings (Loss) Per Share
(27) Financial Data Schedule (submitted to the Securities and
Exchange Commission for its information).
</TABLE>
<PAGE> 1
EXHIBIT 11
SIENA HOLDINGS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
March 31 March 31
------------------------------ ------------------------------
2000 1999 2000 1999
------------- ------------- ------------- -------------
(as restated) (as restated)
<S> <C> <C> <C> <C>
BASIC EARNINGS PER SHARE
COMPUTATION:
Net income available to common stockholders ........... $ 3 $ 3 $ 36 $ 57
============= ============= ============= =============
Weighted average common shares outstanding ............ 6,000* 6,000* 6,000* 5,073*
BASIC EARNINGS PER SHARE:
Net income available to common stockholders ........... $ 0.00* $ 0.00* $ 0.01* $ 0.01*
============= ============= ============= =============
DILUTED EARNINGS PER SHARE
COMPUTATION:
Income available to common stockholders ............... $ 3 $ 3 $ 36 $ 57
Income effect of assumed conversions .................. -- -- -- --
------------- ------------- ------------- -------------
Net income available to common stockholders
+ assumed conversions ............................ $ 3 $ 3 $ 36 $ 57
============= ============= ============= =============
Weighted average common shares outstanding ............ 6,000* 6,000* 6,000* 5,073*
Plus: Dilutive potential common shares under the SHI
Nonqualified Stock Option Plan and
Directors' Nonqualified Stock Option Plan . 118* 16* 100* 26*
------------- ------------- ------------- -------------
Adjusted weighted average shares outstanding .......... 6,118* 6,016* 6,100* 5,099*
============= ============= ============= =============
DILUTED EARNINGS PER SHARE:
Income available to common stockholders ............... $ 0.00* $ 0.00* $ 0.01* $ 0.01*
Income effect of assumed conversions .................. -- -- -- --
------------- ------------- ------------- -------------
Net income available to common stockholders
+ assumed conversions ............................ $ 0.00* $ 0.00* $ 0.01* $ 0.01*
============= ============= ============= =============
</TABLE>
* Average share and per share amounts are based on shares issued or reserved
for issuance to creditors.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000060150
<NAME> W. JOSEPH DRYER
<MULTIPLIER> 1,000
<CURRENCY> 0
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 0.00
<CASH> 4,148
<SECURITIES> 0
<RECEIVABLES> 90
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,295
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,400
<CURRENT-LIABILITIES> 157
<BONDS> 0
0
0
<COMMON> 600
<OTHER-SE> 8,957
<TOTAL-LIABILITY-AND-EQUITY> 10,400
<SALES> 0
<TOTAL-REVENUES> 194
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 189
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5
<INCOME-TAX> 2
<INCOME-CONTINUING> 3
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
