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 September 30, 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 October 29, 2000: Common Stock, $.10 par value -- 6,000,000 shares.
<PAGE>
SIENA HOLDINGS, INC. AND SUBSIDIARIES
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2000
INDEX
Page
----
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets -- September 30, 2000 and June 30, 2000.. 2
Statements of Consolidated Operations -- Quarters Ended
September 30, 2000 and 1999........................................ 3
Statements of Consolidated Cash Flows -- Quarters Ended
September 30, 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................................................11
Liquidity and Capital Resources......................................13
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings....................................................13
Item 3. Defaults Upon Senior Securities......................................14
Item 6. Exhibits and Reports on Form 8-K.....................................14
1
<PAGE>
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
CONSOLIDATED BALANCE SHEETS
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(in thousands, except par value)
<TABLE>
<CAPTION>
September 30, 2000 June 30, 2000
------------------ -------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents .................................. $ 4,059 $ 4,088
Receivables ................................................ 119 112
Prepaid expenses ........................................... 21 42
------- -------
4,199 4,242
------- -------
Long Term Assets:
Investment in real estate .................................. 5,058 4,949
Deferred tax assets - net .................................. 1,441 1,441
------- -------
6,499 6,390
------- -------
Total Assets .......................................... $10,698 $10,632
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses ...................... $ 217 $ 161
Long Term Liabilities:
Accrued medical insurance premiums ......................... 502 516
Deferred compensation and fees ............................. 107 102
------- -------
609 618
------- -------
826 779
------- -------
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 ...................................... 9,215 9,205
Retained earnings .......................................... 57 48
------- -------
9,872 9,853
------- -------
Total Liabilities and Stockholders' Equity ............ $10,698 $10,632
======= =======
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
STATEMENTS OF CONSOLIDATED OPERATIONS (Unaudited)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(in thousands, except net earnings per share amounts)
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
September 30, September 30,
2000 1999
------------- -------------
<S> <C> <C>
Revenues:
Commissions and fees ................................ $ 60 $ 103
Interest ............................................ 56 51
Trust expense reimbursement ......................... 61 63
Other ............................................... 1 7
------ ------
178 224
------ ------
Expenses:
Personnel ........................................... 88 98
Other operating ..................................... 76 87
------ ------
164 185
------ ------
Income from operations before federal income tax expense 14 39
Federal income tax expense ............................. 5 14
------ ------
Net income ............................................. $ 9 $ 25
====== ======
Basic earnings per share:
Net income .......................................... $ 0.00 $ 0.00
Average number of shares ............................... 6,000 6,000 *
Diluted earnings per share:
Net income .......................................... $ 0.00 $ 0.00 *
Average number of shares ............................... 6,117 6,060 *
</TABLE>
* Per share amounts are based on shares issued or reserved for issuance to
creditors.
See notes to consolidated financial statements.
3
<PAGE>
STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(in thousands)
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
September 30, September 30,
2000 1999
------------- -------------
<S> <C> <C>
Operating activities:
Net income ............................................................ $ 9 $ 25
Adjustments to reconcile net income to net cash used by operations:
Federal income tax expense charged to additional paid-in capital due
to the utilization of pre-reorganization tax attributes ......... 5 14
Compensation expense for stock options ............................. 5 4
Decrease (increase) in current accounts receivable and prepaid
expenses ........................................................ 14 (39)
Decrease in current operating accounts payable and accrued
expenses ........................................................ (24) (83)
Decrease in long term accrued medical insurance premiums ........... (14) (16)
Increase in long term deferred compensation and fees ............... 5 20
------- -------
Net cash used by operating activities ....................... -- (75)
------- -------
Investing activities:
Increase in investment in real estate net of related payables of
$80,000 and $0, respectively ...................................... (29) (20)
------- -------
Net cash used by investing activities ...................... (29) (20)
------- -------
Net decrease in cash and cash equivalents .................................... (29) (95)
Cash and cash equivalents at beginning of period ............................. 4,088 4,111
------- -------
Cash and cash equivalents at end of period ................................... $ 4,059 $ 4,016
======= =======
Cash payments for:
Interest .............................................................. $ -- $ --
Federal income tax .................................................... $ -- $ --
Non-cash transactions:
Compensation expense related to stock options ......................... $ 5 $ 4
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
September 30, 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.("Nomas"). 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.
In accordance with the American Institute of Certified Public Accountants'
Statement of Position 90-7, "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code", the Company adopted fresh-start accounting as of
March 31, 1997, after all material conditions required by the Plan were
satisfied. 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 Company's
management and representatives of the creditors' committee concluded that, based
on the fact that the Company has historically incurred losses from operations
and has projected minimal future operating profits, the reorganization value of
the Company (the fair value of the Company before considering liabilities) was
equivalent to the fair value of the Company's tangible assets and that no other
intrinsic value existed. As a result, all assets and liabilities were stated at
their fair value.
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, 2000.
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.
5
<PAGE>
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 frm 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. The total of cash distributions through June 30, 2000 was $31.1
million. 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. The process by the stock
distribution agent resulted in 3,822,121 shares of common stock actually
distributed to former creditors through March 7, 1999, the deadline for
exchanging predecessor company bonds for common stock. In the second quarter of
fiscal year 2000, the stock distribution agent distributed the final 177,879
shares, including shares held for disputed claims, to all allowed creditors that
had received prior stock distributions.
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 LFC/LMUSA Litigation Trust.
On November 5, 1998, the Company received $2.2 million from the Company's
Chairman of the Board ($2.102 million net of stock offering expenses) 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.
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".
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
6
<PAGE>
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 $61,000 and
$63,000 for the quarters ended September 30, 2000 and 1999, respectively,
reported as trust expense reimbursement on the Company's Statement of
Consolidated Operations. The 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 2001 as remaining assets are liquidated.
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.
NOTE D -- INVESTMENT IN REAL ESTATE
The Company's investment in real estate is owned by LLG Lands, Inc.
("LLG"), a wholly-owned subsidiary of the Company. The real property consists of
185.1 acres (approximately 160.9 acres net of flood plain) of unimproved land in
Allen, Texas (the "Allen property"). The southern boundary of the Allen property
is the 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 37.6 net acres zoned
multi-family, one tract of approximately 89.6 net acres zoned light industrial
(formerly single-family), two tracts of approximately 29.1 net acres zoned
commercial and one tract of 4.6 net acres zoned residential. Management is
attempting to have the one residential tract rezoned as commercial. The acreage
was increased by a total of 5.7 gross acres and 13.7 net acres in fiscal year
2000 due to management's decision to reclaim a portion of the flood plain
acreage and the results of a new land survey that redefined the boundaries.
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. Also in fiscal year 1999, the City of Allen
constructed a city park off a Exchange Parkway near the multi-family tract. In
fiscal year 2000, the Company has reviewed the real estate interests held and
has continued to market the 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.
During fiscal year 2000 and continued into fiscal year 2001, the Company
has held negotiations with third parties for the sale of certain parcels of the
Allen property, including negotiations on the light industrial property and a
portion of one of the commercial properties. 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. See "Note J -- Subsequent
Events".
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 for deferred tax assets 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. As
a result of the new survey and the change in the flood plain acreage, the
Company decreased the valuation allowance for deferred tax assets by an
additional $266,000 and additional paid-in capital was increased by $266,000 in
fiscal year 2000. The Company reported a net deferred tax asset balance of
$1.441 million and $1.441 million as of September 30 and June 30, 2000,
respectively,
7
<PAGE>
included in long term assets on the Company's Consolidated Balance Sheet. Any
tax benefits recognized related to the valuation allowance for
pre-reorganization deferred tax assets as of September 30, 2000 will be
allocated to additional paid-in capital.
NOTE E -- STOCKHOLDERS' EQUITY
As of September 30, 2000 and June 30, 2000, the Company had 15,000,000
shares of $.10 par value common stock authorized, with 6,000,000 shares issued
and outstanding. Pursuant to the Joint Plan and a decision by the LFC Creditors'
Committee, 4,000,000 shares of common stock were reserved for issuance on April
1, 1997 and ultimately issued by the stock transfer agent on 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. The process by the stock
distribution agent resulted in 3,822,121 shares of common stock actually
distributed to former creditors through March 7, 1999, the deadline for
exchanging predecessor company bonds for common stock. In the second quarter of
fiscal year 2000, the stock distribution agent distributed the final 177,879
shares, including shares held for disputed claims, to all allowed creditors that
had received prior stock distributions. The 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.
SHI and its subsidiaries reported a tax benefit of $5,000 and $14,000 as
an increase to additional paid-in capital for the quarters ended September 30,
2000 and 1999, respectively, 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.
The Company, as of June 30, 2000 and 1999, had 1,000,000 shares of $1.00
par value preferred stock authorized, with 0 shares issued and outstanding.
NOTE F -- DEFERRED TAX ASSETS
SHI and its subsidiaries had no gross deferred tax liabilities and
approximately $95.4 million and $95.4 million in gross deferred tax assets as of
September 30 and June 30, 2000, respectively, subject to an offsetting valuation
allowance of approximately $94.0 million and $94.0 million, respectively.
Essentially all of this valuation allowance is considered
8
<PAGE>
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.
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 September 30, 2000.
NOTE G -- EARNINGS PER SHARE
Earnings per common share were determined using the weighted average
shares issued or reserved for issuance. Effective December 1, 1997 the Company
granted options under the Siena Holdings, Inc. Nonqualified Stock Option
Agreements (the "Nonqualified Stock Option Agreements"). 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 H -- 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 the fourth quarter of fiscal year 2000, the owners of Treemont advised
the Company that they intended to market and sell the Treemont facility. The
management agreement provides for the Company to receive a negotiated share of
the proceeds. The Company has begun negotiations with Treemont on the terms of a
contract termination but has not been advised of any sale by the owners of
Treemont. Although the potential share of sale proceeds may partially offset the
future lost revenue, any sale would have a material impact on the Company's
operations.
NOTE I -- INDUSTRY SEGMENT DATA OF OPERATIONS
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, 2000, 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.
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The following table summarizes the Company's identifiable assets by
segment as of September 30, 2000 and June 30, 2000 (in thousands):
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
------------- -----------
<S> <C> <C>
Identifiable assets:
Assisted care facility management (including receivable from
parent company eliminated in consolidation) .............. $ 274 $ 246
Real estate .................................................. 5,062 4,950
-------- --------
5,336 5,196
-------- --------
Reconciling items:
Corporate cash, receivables and prepaid expenses (including
receivable from subsidiary eliminated in consolidation) 4,203 4,229
Deferred tax assets--net .................................. 1,441 1,441
Elimination of intercompany receivables ................... (282) (234)
-------- --------
Total assets per Consolidated Balance Sheet ....................... $ 10,698 $ 10,632
======== ========
</TABLE>
The following table summarizes the Company's segment data of operations
for the quarters ended September 30, 2000 and 1999 (in thousands):
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
September 30, September 30,
2000 1999
-------------- -------------
<S> <C> <C>
Revenues:
Assisted care management ................................ $ 60 $ 103
Real estate ............................................. 1 1
----- -----
61 104
----- -----
Reconciling items:
Corporate interest income ............................ 56 51
Trust expense reimbursement .......................... 61 63
Other corporate revenue .............................. -- 6
----- -----
117 120
----- -----
Total revenues per Statement of Consolidated Operations ... $ 178 $ 224
===== =====
Operating income (loss):
Assisted care management ................................ $ 35 $ 55
Real estate ............................................. 1 (3)
----- -----
36 52
----- -----
Reconciling items:
Corporate interest income ............................ 56 51
Trust expense reimbursement .......................... 61 63
Unallocated corporate expenses ....................... (139) (133)
Other ................................................ -- 6
----- -----
(22) (13)
----- -----
Income from operations before federal income tax expense per
Statement of Consolidated Operations .................... $ 14 $ 39
===== =====
</TABLE>
NOTE J -- SUBSEQUENT EVENTS
As reported on Form 8-K filed by the Company on October 30, 2000, as part
of the ordinary course of business, the Company completed the sale of
approximately 5.6 acres of property zoned commercial located in Allen, Texas, to
75 Exchange Partners, LP, an unaffiliated partnership. Net cash proceeds from
the sale totaled approximately $1.2 million. Accordingly, the Company expects to
report a gain on the sale of approximately $800,000 in its fiscal quarter ended
December 31, 2000. This sale is consistent with the Company's core business of
real estate management, sale and development.
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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 ended September
30, 2000 and 1999 were as follows (in thousands):
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
September 30, September 30,
2000 1999
-------------- -------------
<S> <C> <C>
Operating income (loss):
Assisted care management .................. $ 35 $ 55
Real estate ............................... 1 (3)
Other ..................................... 117 120
----- -----
153 172
Expenses:
General and administrative ................ (139) (133)
----- -----
Income before federal income tax expense ..... 14 39
Federal income tax expense ................... 5 14
----- -----
Net income ............................ $ 9 $ 25
===== =====
</TABLE>
Assisted Care Management. The decrease in the profitability of the
assisted care management operations of $20,000 for the quarter ended September
30, 2000 as compared to the same quarter 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, 2000, for more information on the Company's
assisted care business and management contract. Management fee income was
$43,000 lower in the in the first quarter of fiscal year 2001 as compared to
fiscal year 2000, as a result of higher expenses and lower occupancy reported by
Treemont. This decrease was partially offset by a decrease of $10,000 in
commission based personnel expense and a decrease of $13,000 in travel and
certain computer related costs for a net decrease in operating income of
$20,000.
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.
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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.
In the fourth quarter of fiscal year 2000, the owners of Treemont advised
the Company that they intended to market and sell the Treemont facility. The
management agreement provides for the Company to receive a negotiated share of
the proceeds. The Company has begun negotiations with Treemont on the terms of a
contract termination but has not been advised of any sale by the owners of
Treemont. Although the potential share of sale proceeds may partially offset the
future lost revenue, any sale would have a material impact on the Company's
operations.
Real Estate. The Company's investment in real estate is owned by LLG
Lands, Inc. ("LLG"), a wholly-owned subsidiary of the Company. The real property
consists of 185.1 acres (approximately 160.9 acres net of flood plain) of
unimproved land in Allen, Texas (the "Allen property"). The southern boundary of
the Allen property is the 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 37.6 net
acres zoned multi- family, one tract of approximately 89.6 net acres zoned light
industrial (formerly single-family), two tracts of approximately 29.1 net acres
zoned commercial and one tract of 4.6 net acres zoned residential. Management is
attempting to have the one residential tract rezoned as commercial. The acreage
was increased by a total of 5.7 gross acres and 13.7 net acres in fiscal year
2000 due to management's decision to reclaim a portion of the flood plain
acreage and the results of a new land survey that redefined the boundaries.
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. Also in fiscal year 1999, the City of Allen
constructed a city park off a Exchange Parkway near the multi-family tract. In
fiscal year 2000, the Company has reviewed the real estate interests held and
has continued to market the 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.
During fiscal year 2000 and continuing into fiscal year 2001, the Company
has held negotiations with third parties for the sale of certain parcels of the
Allen property, including negotiations on the light industrial property and a
portion of one of the commercial properties. 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.
As reported on Form 8-K filed by the Company on October 30, 2000, as part
of the ordinary course of business, the Company completed the sale of
approximately 5.6 acres of property zoned commercial located in Allen, Texas, to
75 Exchange Partners, LP, an unaffiliated partnership. Net cash proceeds from
the sale totaled approximately $1.2 million. Accordingly, the Company expects to
report a gain on the sale of approximately $800,000 in its fiscal quarter ended
December 31, 2000. This sale is consistent with the Company's core business of
real estate management, sale and development.
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 for deferred tax assets 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. As
a result of the new survey and the change in the flood plain acreage, the
Company decreased the valuation allowance for deferred tax assets by an
additional $266,000 and additional paid-in capital was increased by $266,000 in
fiscal year 2000. The Company reported a net deferred tax asset balance of
$1.441 million and $1.441 million as of September 30 and June 30, 2000,
respectively, included in long term assets on the Company's Consolidated Balance
Sheet. Any tax benefits recognized related to the
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valuation allowance for pre-reorganization deferred tax assets as of September
30, 2000 will be allocated to additional paid-in capital.
The real estate operating results for the first quarters in fiscal year
2001 and fiscal year 2000 are consistent. However, improvement costs of $109,000
related to developing the property were capitalized during the quarter ended
September 30, 2000 in accordance with the Company's capitalization policy, as
compared to $20,000 of costs that were capitalized during the quarter ended
September 30, 1999. The increase in fiscal year 2001 is due to work being
performed related to the flood plain recovery project. Approximately one-half of
the project was completed in the first quarter and accrued by the Company as of
September 30, 2000. The work is expected to be completed in the second quarter
of fiscal year 2001. Costs related to the re-zoning, marketing and developing
the property will continue, some of which may be capitalized.
Other Operations. The Company reported other operating income of $117,000
and $120,000 for the quarters ended September 30, 2000 and 1999, respectively.
This included an overhead allocation based upon managements estimate of
resources used by the Creditors' Trust and charged to the Creditors' Trust of
$61,000 and $63,000 for the quarters ended September 30, 2000 and 1999,
respectively. The allocation of overhead to the Creditors' Trust is expected to
decrease during fiscal year 2001 as the net assets of the Creditors' Trust are
liquidated. The remaining income consisted primarily of interest income of
$56,000 and $51,000 for the quarters ended September 30, 2000 and 1999,
respectively.
Expenses. General and administrative expenses were consistent at $133,000
for the quarter ended September 30, 1999 and $139,000 for the quarter ended
September 30, 2000. There were no significant variances.
Liquidity and Capital Resources
As of September 30, 2000, the only liabilities of the Company were
accounts payable and accrued expenses which will be paid from current operating
cash available as of September 30, 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 the fourth quarter of fiscal year 2000, the owners of Treemont advised
the Company that they intended to market and sell the Treemont facility. The
management agreement provides for the Company to receive a negotiated share of
the proceeds. The Company has begun negotiations with Treemont on the terms of a
contract termination but has not been advised of any sale by the owners of
Treemont. Although the potential share of sale proceeds may partially offset the
future lost revenue, any sale would have a material impact on the Company's
operations.
Item 3. Defaults Upon Senior Securities.
Refer to the Company's annual report on Form 10-K for the year ended June
30, 2000, for information regarding defaults by the Company relating to the debt
obligations of the Predecessor Company.
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<PAGE>
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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIENA HOLDINGS, INC.
--------------------
(Registrant)
Date: November 8, 2000 By: /S/ W. JOSEPH DRYER
--------------------------------
President
Date: November 8, 2000 By: /S/ W. JOSEPH DRYER
--------------------------------
Principal Accounting Officer
15
