<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 December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------ EXCHANGE ACT TO 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 January 27, 2000: Common Stock, $.10 par value -- 6,000,000 shares.
<PAGE> 2
SIENA HOLDINGS, INC. AND SUBSIDIARIES
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1999
INDEX
<TABLE>
<CAPTION>
PAGE
----
PART I -- FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets -- December 31, 1999 and June 30, 1999...2
Statements of Consolidated Operations -- Quarters and Six Months
Ended December 31, 1999 and 1998....................................3
Statements of Consolidated Cash Flows -- Six Months
Ended December 31, 1999 and 1998....................................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>
1
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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>
December 31, 1999 June 30, 1999
------------------ ------------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents .................................. $ 3,999 $ 4,111
Receivables ................................................ 228 138
Prepaid expenses ........................................... 86 117
------------------ ------------------
4,313 4,366
------------------ ------------------
Long Term Investments:
Investment in real estate .................................. 4,918 4,879
Deferred tax assets - net .................................. 1,175 1,175
------------------ ------------------
6,093 6,054
------------------ ------------------
Total Assets .......................................... $ 10,406 $ 10,420
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses ...................... $ 163 $ 230
Long Term Liabilities:
Accrued medical insurance premiums ......................... 618 649
Deferred compensation and fees ............................. 77 52
------------------ ------------------
695 701
------------------ ------------------
858 931
------------------ ------------------
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 ...................................... 8,920 8,894
Accumulated earnings (deficit) ............................. 28 (5)
------------------ ------------------
9,548 9,489
------------------ ------------------
Total Liabilities and Stockholders' Equity ............ $ 10,406 $ 10,420
================== ==================
</TABLE>
See notes to consolidated financial statements.
2
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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 Six Months Ended
December 31 December 31
-------------------------- --------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
(as restated) (as restated)
<S> <C> <C> <C> <C>
Revenues:
Commissions and fees ............. $ 107 $ 148 $ 210 $ 279
Interest ......................... 50 44 101 77
Trust expense reimbursement ...... 65 154 128 241
Other ............................ 1 -- 8 8
---------- ---------- ---------- ----------
223 346 447 605
---------- ---------- ---------- ----------
Expenses:
Personnel ........................ 101 114 199 224
Other operating .................. 110 184 197 297
---------- ---------- ---------- ----------
211 298 396 521
---------- ---------- ---------- ----------
Income from operations before federal
income tax ..................... 12 48 51 84
Federal income tax expense .......... 4 17 18 30
---------- ---------- ---------- ----------
Net income .......................... $ 8 $ 31 $ 33 $ 54
========== ========== ========== ==========
Basic earnings per share:
Net income ....................... $ 0.00* $ 0.01* $ 0.01* $ 0.01*
Average number of shares ............ 6,000* 5,239* 6,000* 4,620*
Diluted earnings per share:
Net income ....................... $ 0.00* $ 0.01* $ 0.01* $ 0.01*
Average number of shares ............ 6,123* 5,239* 6,092* 4,620*
</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>
Six Months Six Months
Ended Ended
December 31, December 31,
1999 1998
---------- ----------
(as restated)
<S> <C> <C>
Operating activities:
Net income ................................................................ $ 33 $ 54
Adjustments to reconcile net income to net cash used by operating
activities:
Federal income tax expense charged to additional paid-in capital due
to the utilization of pre-reorganization tax attributes ............. 18 3
Compensation expense for stock options ................................. 8 8
Increase in current accounts receivable and prepaid expenses ........... (59) (266)
Decrease in current accounts payable and accrued expenses .............. (67) (31)
Decrease in long term accrued medical insurance premiums ............... (31) (31)
Increase in long term deferred compensation and fees ................... 25 --
---------- ----------
Net cash used by operating activities ............................ (73) (236)
---------- ----------
Investing activities:
Increase in investment in real estate ..................................... (39) (34)
---------- ----------
Net cash used by investing activities .......................... (39) (34)
---------- ----------
Financing activities:
Issuance of common stock -- net ........................................... -- 2,102
---------- ----------
Net cash provided by financing activities ...................... -- 2,102
---------- ----------
Net increase (decrease) in cash and cash equivalents ............................ (112) 1,832
Cash and cash equivalents at beginning of period ................................ 4,111 2,475
---------- ----------
Cash and cash equivalents at end of period ...................................... $ 3,999 $ 4,307
========== ==========
Cash payments for:
Interest .................................................................. $ -- $ --
Federal income tax......................................................... $ -- $ --
Non-cash transactions:
Issuance of stock options ................................................. $ 8 $ 8
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
DECEMBER 31, 1999
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 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 six months ended December 31, 1998, is as
follows:
<TABLE>
<CAPTION>
Quarter Ended December 31, 1998 Six Months Ended December 31, 1998
-------------------------------------- ------------------------------------
Restatement Restatement
As reported effect Restated As reported effect Restated
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Income (loss) before federal income tax..$ 32 $ 16 $ 48 $ (22) $ 106 $ 84
Federal income tax expense............... -- (17) (17) -- (30) (30)
Net income (loss)........................ 32 (1) 31 (22) 76 54
</TABLE>
5
<PAGE> 7
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. There can be no
assurance that the LFC/LMUSA Litigation Trust will produce any 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. The total of cash distributions through December 31, 1999 is $23
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.
6
<PAGE> 8
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.
There can be no assurance that the LFC/LMUSA Litigation Trust will produce
any proceeds which will benefit the Creditors' Trust and former creditors.
The Company charged to the Creditors' Trust expenses of $65,000 and
$128,000 for the quarter and six months ended December 31, 1999, respectively,
and $154,000 and $241,000 for the quarter and six months ended December 31,
1998, 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 during fiscal year 2000.
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 B -
REORGANIZATION".
NOTE D -- STOCKHOLDERS' EQUITY
As of December 31, 1999 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
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
7
<PAGE> 9
$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 $4,000 and $18,000 for
the quarter and six months ended December 31, 1999, respectively, and $17,000
and $30,000 for the quarter and six months ended December 31, 1998,
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 "1-for-100 Reverse 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 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 Split based on factors existing at the time of
determination, including (a) the availability of funds necessary to consummate
the Reverse Split and the cost of such funds; (b) the market price of the Common
Stock; (c) the Board's determination of whether the Reverse 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
December 31 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 has reviewed the real estate interests
held and has continued to market the property zoned for multi-family use,
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approximately 36.5 net acres, and has begun to market the light industrial
property. 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.
Due to the change in zoning received on certain tracts and improved market
conditions, 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 December 31,
1999.
NOTE F -- EARNINGS PER SHARE
Earnings per common share for the quarters and six months ended December
31, 1999 and 1998, were determined using the weighted average shares issued or
reserved for issuance as of December 31, 1999 and 1998, 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
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 seeks joint and
several liability. The Company has 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. A successful outcome in
the Delaware court should resolve the counterclaim.
In December 1997, the Company received a letter from the attorney of the
insurance company that carried the former directors and officers insurance
coverage, stating that there is a $1.0 million per claim retention which must be
completely exhausted before the insurance company is implicated. Management at
this time believes that the Company is not responsible for this retention amount
as a result of the Joint Plan.
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.
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
9
<PAGE> 11
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.
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 six months ended
December 31, 1998 have been restated to conform to the fiscal year 2000
presentation.
The following table summarizes the Company's identifiable assets by segment
as of December 31 and June 30, 1999 (in thousands):
<TABLE>
<CAPTION>
December 31, 1999 June 30, 1999
------------------ ------------------
<S> <C> <C>
Identifiable assets:
Assisted care facility management (including receivable from
parent company eliminated in consolidation) .............. $ 847 $ 717
Real estate .................................................. 4,919 4,882
------------------ ------------------
5,766 5,599
------------------ ------------------
Reconciling items:
Corporate cash, receivables and prepaid expenses (including
receivable from subsidiary eliminated in consolidation) 4,115 4,231
Deferred tax assets--net .................................. 1,175 1,175
Elimination of intercompany receivables ................... (650) (585)
------------------ ------------------
Total assets per Consolidated Balance Sheet ....................... $ 10,406 $ 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 six months ended December 31, 1999 and 1998 (in thousands):
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
December 31 December 31
------------------------------ ------------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
(as restated) (as restated)
Revenues:
<S> <C> <C> <C> <C>
Assisted care management .......... $ 107 $ 152 $ 210 $ 286
Real estate ....................... 1 -- 2 --
------------ ------------ ------------ ------------
108 152 212 286
------------ ------------ ------------ ------------
Reconciling items:
Corporate interest income ...... 50 40 101 70
Trust expense reimbursement .... 65 154 128 241
Other corporate revenue ........ -- -- 6 8
------------ ------------ ------------ ------------
115 194 235 319
------------ ------------ ------------ ------------
Total revenues per Statement of
Consolidated Operations ........... $ 223 $ 346 $ 447 $ 605
============ ============ ============ ============
Operating income (loss):
Assisted care management .......... $ 64 $ 102 $ 119 $ 192
Real estate ....................... (7) (5) (10) (9)
------------ ------------ ------------ ------------
57 97 109 183
------------ ------------ ------------ ------------
Reconciling items:
Corporate interest income ...... 50 40 101 70
Trust expense reimbursement .... 65 154 128 241
Unallocated corporate expenses.. (160) (243) (294) (416)
Other .......................... -- -- 7 6
------------ ------------ ------------ ------------
(45) (49) (58) (99)
------------ ------------ ------------ ------------
Income from operations before federal
income tax per Statement of
Consolidated Operations ........... $ 12 $ 48 $ 51 $ 84
============ ============ ============ ============
</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 six months
ended December 31, 1999 and 1998 were as follows (in thousands):
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
December 31 December 31
--------------------------- ---------------------------
1999 1998 1999 1998
--------------------------- ---------------------------
(as restated) (as restated)
<S> <C> <C> <C> <C>
Operating income (loss):
Assisted care management .............. $ 64 $ 102 $ 119 $ 192
Real estate ........................... (7) (5) (10) (9)
---------- ---------- ---------- ----------
57 97 109 183
---------- ---------- ---------- ----------
Other income and expenses:
Interest income ....................... 50 40 101 70
Trust expense reimbursement income .... 65 154 128 241
Unallocated corporate expenses ........ (160) (243) (294) (416)
Other ................................. -- -- 7 6
---------- ---------- ---------- ----------
(45) (49) (58) (99)
---------- ---------- ---------- ----------
Income before federal income tax expense.. 12 48 51 84
Federal income tax expense ............... 4 17 18 30
---------- ---------- ---------- ----------
Net income ......................... $ 8 $ 31 $ 33 $ 54
========== ========== ========== ==========
</TABLE>
Assisted Care Management. The decrease in the profitability of the assisted
care management operations of $38,000 and $73,000 for the quarter and six months
ended December 31, 1999, as compared to the same periods in the prior year, 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. 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.
The operating loss for the quarter and six months ended December 31, 1999
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 $50,000 and $101,000 for the quarter and six months ended December 31, 1999,
respectively, as compared to $40,000 and $70,000 for the quarter and six months
ended December 31, 1998, 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 $65,000 and
$128,000 for the quarter and six months ended December 31, 1999, respectively,
and $154,000 and $241,000 for the quarter and six months ended December 31,
1998, 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 net assets of the Creditors' Trust are liquidated.
Unallocated corporate expenses decreased from $243,000 and $416,000 for the
quarter and six months ended December 31, 1998, respectively, to $160,000 and
$294,000 for the quarter and six months ended December 31, 1999, respectively.
The decrease is primarily attributable to the recognition of $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. Other significant variances from prior periods
include: (1) a reduction in amortization of corporate insurance of $6,000 and
$18,000 for the quarter and six months ended December 31, 1999, respectively,
(2) a decrease in directors' fees of $15,000 as a result of a fewer number of
meetings for the six months ended December 31, 1999,
13
<PAGE> 15
and (3) an increase in professional fees of $18,000 and $20,000 for the quarter
and six months ended December 31, 1999, respectively. No additional costs were
incurred by the Company in addressing the Year 2000 issue.
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 "1-for-100 Reverse 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 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 Split based on factors existing at the time of
determination, including (a) the availability of funds necessary to consummate
the Reverse Split and the cost of such funds; (b) the market price of the Common
Stock; (c) the Board's determination of whether the Reverse 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 Split, the
Company will publicly announce the determination at least 10 days prior to the
Effective Date.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1999, the only liabilities of the Company were
accounts payable and accrued expenses which will be paid from current operating
cash available as of December 31, 1999.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
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 seeks joint and
several liability. The Company has 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. A successful outcome in
the Delaware court should resolve the counterclaim.
In December 1997, the Company received a letter from the attorney of
the insurance company that carried the former directors and officers insurance
coverage, stating that there is a $1.0 million per claim retention which must be
completely exhausted before the insurance company is implicated. Management at
this time believes that the Company is not responsible for this retention amount
as a result of the Joint Plan.
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.
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
14
<PAGE> 16
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.
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: January 31, 2000 By: /s/ W. JOSEPH DRYER
-----------------------------------
President
Date: January 31, 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 Six Months Ended
December 31 December 31
--------------------------- ---------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
(as restated) (as restated)
<S> <C> <C> <C> <C>
BASIC EARNINGS PER SHARE
COMPUTATION:
Net income available to common stockholders ......... $ 8 $ 31 $ 33 $ 54
========== ========== ========== ==========
Weighted average common shares outstanding .......... 6,000* 5,239* 6,000* 4,620*
BASIC EARNINGS PER SHARE:
Net income available to common stockholders ......... $ 0.00* $ 0.01* $ 0.01* $ 0.01*
========== ========== ========== ==========
DILUTED EARNINGS PER SHARE
COMPUTATION:
Income available to common stockholders ............. $ 8 $ 31 $ 33 $ 54
Income effect of assumed conversions ................ -- -- -- --
---------- ---------- ---------- ----------
Net income available to common stockholders
+ assumed conversions .......................... $ 8 $ 31 $ 33 $ 54
========== ========== ========== ==========
Weighted average common shares outstanding .......... 6,000* 5,239* 6,000* 4,620*
Plus: Dilutive potential common shares under the SHI
Nonqualified Stock Option Plan and
Directors' Nonqualified Stock Option Plan 123* --* 92* --*
---------- ---------- ---------- ----------
Adjusted weighted average shares outstanding ........ 6,123* 5,239* 6,092* 4,620*
========== ========== ========== ==========
DILUTED EARNINGS PER SHARE:
Income available to common stockholders ............. $ 0.00* $ 0.01* $ 0.01* $ 0.01*
Income effect of assumed conversions ................ -- -- -- --
---------- ---------- ---------- ----------
Net income available to common stockholders
+ assumed conversions .......................... $ 0.00* $ 0.01* $ 0.01* $ 0.01*
========== ========== ========== ==========
</TABLE>
* Average share and per share amounts are based on shares issued or reserved for
issuance to creditors.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 3,999
<SECURITIES> 0
<RECEIVABLES> 228
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,313
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,406
<CURRENT-LIABILITIES> 163
<BONDS> 0
0
0
<COMMON> 600
<OTHER-SE> 8,948
<TOTAL-LIABILITY-AND-EQUITY> 10,406
<SALES> 0
<TOTAL-REVENUES> 447
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 396
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 51
<INCOME-TAX> 18
<INCOME-CONTINUING> 33
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 33
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
