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, 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.
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(Exact name of registrant as specified in its charter)
Delaware 75-1043392
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
5068 West Plano Parkway, Suite 300, Plano, Texas 75093
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(Address of principal executive offices) (Zip code)
(972) 381-4255
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(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 February 1, 2001: Common Stock, $.10 par value -- 6,000,000 shares.
SIENA HOLDINGS, INC. AND SUBSIDIARIES
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2000
INDEX
Page
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PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets - December 31, 2000 and June 30, 2000 . 2
Statements of Consolidated Operations and Comprehensive Income -
Quarters and Six Months Ended December 31, 2000 and 1999 ........ 3
Statements of Consolidated Cash Flows - Six Months Ended
December 31, 2000 and 1999 ...................................... 4
Notes to Consolidated Financial Statements ........................ 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations ............................................. 12
Liquidity and Capital Resources ................................... 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk ........ 15
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings ................................................. 15
Item 3. Defaults Upon Senior Securities ................................... 15
Item 4. Submission of Matters to a Vote of Security Holders ............... 15
Item 6. Exhibits and Reports on Form 8-K .................................. 16
1
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
CONSOLIDATED BALANCE SHEETS
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(in thousands, except par value)
December 31, 2000 June 30, 2000
----------------- -------------
(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents .................................. $ 4,950 $ 4,088
Investments in equity securities ........................... 91 --
Receivables ................................................ 124 112
Prepaid expenses ........................................... 208 42
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5,373 4,242
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Long Term Investments:
Investment in real estate .................................. 4,717 4,949
Deferred tax assets - net .................................. 1,526 1,441
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6,243 6,390
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Total Assets .......................................... $ 11,616 $ 10,632
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses ...................... $ 158 $ 161
Long Term Liabilities:
Accrued medical insurance premiums ......................... 488 516
Deferred compensation and fees ............................. 309 102
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797 618
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955 779
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Stockholders' Equity:
Preferred stock --($1.00 par value, 1,000 shares authorized,
0 shares issued and outstanding) ....................... -- --
Common stock--($.10 par value, 15,000 shares authorized,
6,000 shares issued and outstanding) ................... 600 600
Additional paid-in capital ................................. 9,545 9,205
Accumulated earnings ...................................... 511 48
Accumulated other comprehensive income ..................... 5 --
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10,661 9,853
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Total Liabilities and Stockholders' Equity ............ $ 11,616 $ 10,632
=========== ===========
See notes to consolidated financial statements.
2
STATEMENTS OF CONSOLIDATED OPERATIONS AND
COMPREHENSIVE INCOME (Unaudited)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(in thousands, except net earnings per share amounts)
Quarter Ended Six Months Ended
December 31 December 31
----------------- -----------------
2000 1999 2000 1999
------ ------ ------ ------
Revenues:
Commissions and fees ......................... $ 69 $ 107 $ 129 $ 210
Interest ..................................... 76 50 132 101
Trust expense reimbursement .................. 265 65 326 128
Gain on sale of real estate .................. 828 -- 828 --
Other ........................................ 1 1 2 8
------ ------ ------ ------
1,239 223 1,417 447
------ ------ ------ ------
Expenses:
Personnel .................................... 347 101 435 199
Other operating .............................. 193 110 269 197
------ ------ ------ ------
540 211 704 396
------ ------ ------ ------
Income from operations before federal
income tax expense ......................... 699 12 713 51
Federal income tax expense ...................... 245 4 250 18
------ ------ ------ ------
Net income ...................................... 454 8 463 33
Other comprehensive income, net of tax:
Unrealized holding gains on equity securities 5 -- 5 --
------ ------ ------ ------
Comprehensive income ............................ $ 459 $ 8 $ 468 $ 33
====== ====== ====== ======
Basic earnings per share:
Net income ................................... $ 0.08 $ 0.00* $ 0.08 $ 0.01*
Average number of shares ........................ 6,000 6,000* 6,000 6,000*
Diluted earnings per share:
Net income ................................... $ 0.07 $ 0.00* $ 0.08 $ 0.01*
Average number of shares ........................ 6,136 6,123* 6,126 6,092*
* Per share amounts are based on shares issued or reserved for issuance to
creditors.
See notes to consolidated financial statements.
3
STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(in thousands)
Six Months Six Months
Ended Ended
December 31, December 31,
2000 1999
------------ ------------
Operating activities:
Net income ............................................................ $ 463 $ 33
Adjustments to reconcile net income to net cash used by operating
activities:
Federal income tax expense charged to additional paid-in capital due 8
to the utilization of pre-reorganization tax attributes ......... 5 1
Federal income tax expense charged to deferred tax assets due
to gain on sale of real estate .................................. 239 --
Gain on sale of real estate ........................................ (828) --
Compensation expense for stock options ............................. 8 8
Increase in current receivables and prepaid expenses ............... (178) (59)
Decrease in current accounts payable and accrued expenses .......... (3) (67)
Decrease in long term accrued medical insurance premiums ........... (28) (31)
Increase in long term deferred compensation and fees ............... 207 25
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Net cash used by operating activities ........................ (115) (73)
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Investing activities:
Purchases of available-for-sale securities ............................ (83) --
Sale of real estate ................................................... 1,203 --
Increase in investment in real estate ................................. (143) (39)
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Net cash provided (used) by investing activities ........... 977 (39)
------------ ------------
Net increase (decrease) in cash and cash equivalents ........................ 862 (112)
Cash and cash equivalents at beginning of period ............................ 4,088 4,111
------------ ------------
Cash and cash equivalents at end of period .................................. $ 4,950 $ 3,999
============ ============
Cash payments for:
Interest .............................................................. $ -- $ --
Federal income tax .................................................... $ -- $ --
Non-cash transactions:
Issuance of stock options ............................................. $ 8 $ 8
See notes to consolidated financial statements.
4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
December 31, 2000
NOTE A -- BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of Siena Holdings, Inc. ("SHI"), formerly Lomas Financial Corporation
("LFC"), and its subsidiaries (collectively, the "Company"). SHI's wholly-owned,
principal subsidiaries are Siena Housing Management Corp. and LLG Lands, Inc.
Prior to October 1, 1996, SHI's wholly-owned principal subsidiary was Lomas
Mortgage USA, Inc. ("LMUSA"), now known as Nomas Corp.("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
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 and Comprehensive
Income. 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
6
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 $265,000 and
$326,000 for the quarter and six months ended December 31, 2000, respectively,
and $65,000 and $128,000 for the quarter and six months ended December 31, 1999,
respectively, reported as trust expense reimbursement on the Company's
Statements of Consolidated Operations and Comprehensive Income. The charges in
the second quarter of fiscal year 2001 include $212,000 for success bonuses paid
to the Company pursuant to existing compensation plans for the directors and
officers. The bonuses were paid as a result of the proceeds received by the
Creditors' Trust in March 2000 from the LFC/LMUSA Litigation Trust resulting
from litigation. The remainder of the reimbursement 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
continues to decrease as expected 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 -- ASSISTED CARE FACILITY MANAGEMENT AGREEMENT
Siena Housing Management, Inc. ("SHM") manages and maintains an assisted
care facility in Houston, Texas under a management agreement into which it
entered on June 27, 1977 (the "Management Agreement") 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.
On January 4, 2001, the Company agreed to the First Amendment to
Management Agreement (the "First Amendment") with Treemont which specifies the
terms for a potential sale of the Treemont facility. SHM consents that the
owners of Treemont may sell the facility with absolute discretion and terminate
the Management Agreement in exchange for a graduated percentage of the net
proceeds (as defined) from the sale of the facility. The owners of Treemont
agree to provide written notice of the commencement of any negotiations. SHM has
not been notified of any sale negotiations to date. If a sale transaction is
ultimately concluded, SHM shall not be obligated to terminate the Management
Agreement if SHM does not receive at least $2 million as its share of the
proceeds.
The Management Agreement or the First Amendment are not shown as an asset
on the Consolidated Balance Sheets of the Company because there can be no
assurance that the contract will continue in effect for an extended period and
the uncertainties inherent in the potential sale of the facility.
NOTE E -- INVESTMENTS IN EQUITY SECURITIES
Investments in equity securities are classified as available-for-sale and
are held by the Company's real estate subsidiary, LLG Lands, Inc. ("LLG"). As of
December 31, 2000, the cost and fair value of the securities based on quoted
market prices were reported as $83,000 and $91,000, respectively. Unrealized
gains and losses are included, net of tax, in accumulated other comprehensive
income, a component of stockholders' equity as reported on the Company's
Consolidated Balance Sheets.
NOTE F -- INVESTMENT IN REAL ESTATE
The Company's investment in real estate, owned by LLG, consist of 179.5
acres (approximately 155.3 acres net of flood plain) of unimproved land in
Allen, Texas (the "Allen property") as of December 31, 2000. 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.
As of December 31, 2000, the Allen property included five
7
tracts of land: one tract of approximately 36.9 net acres zoned multi-family,
one tract of approximately 89.6 net acres zoned light industrial (formerly
single-family), two tracts of approximately 24.2 net acres zoned commercial and
one tract of 4.6 net acres zoned residential. With a continuing view towards
maximizing shareholder value, management is attempting to have the one
residential tract re-zoned as commercial and 5 acres of the multi-family
property re-zoned as light industrial.
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 was successful in fiscal year 1999 in re-zoning and
relocation of zoning in certain tracts. 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. 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.
On October 30, 2000, as disclosed in a current report on Form 8-K filed on
October 31, 2000, the Company completed the sale of approximately 5.6 acres of
one of the commercial properties to 75 Exchange Partners, LP, an unaffiliated
partnership. Net cash proceeds from the sale totaled $1.203 million and the
Company recorded a gain on sale of $828,000 as reported in the Company's
Statements of Consolidated Operations and Comprehensive Income. The Company
offset a portion of the income tax expense due to the gain on sale of real
estate against the existing deferred tax assets, resulting in a decrease in the
deferred tax assets of $239,000. Approximately $6,000 of alternative minimum tax
expense will be due by the Company.
Based on the property sale, the other negotiations described above and
improved market conditions, management believes that the Company would be able
to sell the remaining Allen property for a value in excess of the tax basis. As
a result, the Company reduced the valuation allowance for deferred tax assets by
$324,000 and additional paid-in-capital was increased by $324,000 in the quarter
ended December 31, 2000. The Company reported a net deferred tax asset balance
of $1.526 million and $1.441 million as of December 31 and June 30, 2000,
respectively, included in long term assets on the Company's Consolidated Balance
Sheets. Any tax benefits recognized related to the valuation allowance for
pre-reorganization deferred tax assets as of December 31, 2000 will be allocated
to additional paid-in capital.
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.
NOTE G -- STOCKHOLDERS' EQUITY
As of December 31and 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 federal income tax expense of $245,000
and $250,000 for the quarter and six months ended December 31, 2000,
respectively, and $4,000 and $18,000 for the quarter and six months ended
December 31, 1999, respectively. This was offset by a tax benefit of $239,000
and $244,000 for the quarter and six months ended December 31, 2000,
respectively, and $4,000 and $18,000 for the quarter and six months ended
December 31, 1999,
8
respectively, as an increase to additional paid-in capital or a charge to
deferred tax assets 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.
The Company has investments in available-for-sale equity securities which
are carried at fair value based on quoted market prices. Unrealized gains and
losses are included, net of tax, in accumulated other comprehensive income, a
component of stockholders' equity as reported on the Company's Consolidated
Balance Sheets.
At the annual meeting on December 15, 2000, 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, 2000, or the closing
prices of the Common Stock, as discussed in more detail in the Company's Proxy
Statement dated October 30, 2000. 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 December 31 and June 30, 2000, had 1,000,000 shares of
$1.00 par value preferred stock authorized, with 0 shares issued and
outstanding.
NOTE H -- DEFERRED TAX ASSETS AND FEDERAL INCOME TAX EXPENSE
SHI and its subsidiaries had no gross deferred tax liabilities and
approximately $95.4 million in gross deferred tax assets as of June 30, 2000,
subject to an offsetting valuation allowance of approximately $94.0 million. As
a result of the gain on sale of real estate recognized in October 2000, the
Company offset a portion of the income tax expense due to the gain on sale
against the existing deferred tax assets, resulting in a decrease in the
deferred tax assets of $239,000. In addition, based on recent real estate
activity and improved market conditions (see "Note E--Investment in Real
Estate"), management believes that the Company would be able to sell the
remaining Allen property for a value in excess of the tax basis. Thus, the
Company reduced the valuation allowance for deferred tax assets by $324,000 and
additional paid-in-capital was increased by $324,000 in the quarter ended
December 31, 2000. The Company reported a net deferred tax asset balance of
$1.526 million and $1.441 million as of December 31 and June 30, 2000,
respectively, included in long term assets on the Company's Consolidated Balance
Sheets. 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.
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
9
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, 2000.
SHI and its subsidiaries reported federal income tax expense of $245,000
and $250,000 for the quarter and six months ended December 31, 2000,
respectively, and $4,000 and $18,000 for the quarter and six months ended
December 31, 1999, respectively. This was partially offset by a tax benefit of
$239,000 and $244,000 for the quarter and six months ended December 31, 2000,
respectively, and $4,000 and $18,000 for the quarter and six months ended
December 31, 1999, respectively, as an increase to additional paid-in capital or
a charge to deferred tax assets 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. The Company also reported approximately $6,000 of alternative
minimum tax expense for the quarter and six months ended December 31, 2000. The
only portion of federal income tax expense that is owed by the Company is the
alternative minimum tax liability as a result of the utilization of a portion of
the Company's net operating loss carryforwards and deductible temporary
differences.
NOTE I -- 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 J -- 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 management, sale 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.
The following table summarizes the Company's identifiable assets by
segment as of December 31 and June 30, 1999 (in thousands):
December 31, 2000 June 30, 2000
----------------- -------------
Identifiable assets:
Assisted care facility management (including receivable from
parent company eliminated in consolidation) .............. $ 304 $ 246
Real estate .................................................. 5,709 4,950
-------------- --------------
6,013 5,196
-------------- --------------
Reconciling items:
Corporate cash, receivables and prepaid expenses (including
receivable from subsidiary eliminated in consolidation) 4,281 4,229
Deferred tax assets--net .................................. 1,526 1,441
Elimination of intercompany receivables ................... (204) (234)
-------------- --------------
Total assets per Consolidated Balance Sheets ...................... $ 11,616 $ 10,632
============== ==============
10
The following table summarizes the Company's segment data of operations
for the quarters and six months ended December 31, 2000 and 1999 (in thousands):
Quarter Ended Six Months Ended
December 31 December 31
--------------------- ---------------------
2000 1999 2000 1999
------- ------- ------- -------
Revenues:
Assisted care management ..................... $ 69 $ 107 $ 129 $ 210
Real estate .................................. 838 1 839 2
------- ------- ------- -------
907 108 968 212
------- ------- ------- -------
Reconciling items:
Corporate interest income ................. 67 50 123 101
Trust expense reimbursement ............... 265 65 326 128
Other corporate revenue ................... -- -- -- 6
------- ------- ------- -------
332 115 449 235
------- ------- ------- -------
Total revenues per Statement of Consolidated
Operations and Comprehensive Income .......... $ 1,239 $ 223 $ 1,417 $ 447
======= ======= ======= =======
Operating income (loss):
Assisted care management ..................... $ 39 $ 64 $ 74 $ 119
Real estate .................................. 837 (7) 838 (10)
------- ------- ------- -------
876 57 912 109
------- ------- ------- -------
Reconciling items:
Corporate interest income ................. 67 50 123 101
Trust expense reimbursement ............... 265 65 326 128
Unallocated corporate expenses ............ (509) (160) (648) (294)
Other ..................................... -- -- -- 7
------- ------- ------- -------
(177) (45) (199) (58)
------- ------- ------- -------
Income from operations before federal income tax
expense per Statement of Consolidated
Operations and Comprehensive Income .......... $ 699 $ 12 $ 713 $ 51
======= ======= ======= =======
11
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, 2000 and 1999, were as follows (in thousands):
Quarter Ended Six Months Ended
December 31 December 31
-------------------- --------------------
2000 1999 2000 1999
------- ------- ------- -------
Operating income (loss):
Assisted care management ................ $ 39 $ 64 $ 74 $ 119
Real estate ............................. 837 (7) 838 (10)
------- ------- ------- -------
876 57 912 109
------- ------- ------- -------
Other income and expenses:
Interest income ......................... 67 50 123 101
Trust expense reimbursement income ...... 265 65 326 128
Unallocated corporate expenses .......... (509) (160) (648) (294)
Other ................................... -- -- -- 7
------- ------- ------- -------
(177) (45) (199) (58)
------- ------- ------- -------
Income from operations before federal income
tax expense ............................. 699 12 713 51
Federal income tax expense ................. 245 4 250 18
------- ------- ------- -------
Net income ........................... $ 454 $ 8 $ 463 $ 33
======= ======= ======= =======
Assisted Care Management. The decrease in the profitability of the
assisted care management operations of $35,000 and $55,000 for the quarter and
six months ended December 31, 2000, respectively, 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 (the "Management Agreement") with Treemont, Inc. ("Treemont"). Under the
Management Agreement, SHM receives a fee based on gross revenues and net income
of Treemont. Management fee income was $38,000 and $81,000 lower in the in the
quarter and six month period of fiscal year 2001, respectively, as compared to
the same periods in fiscal year 2000, primarily due to higher insurance expense
and lower occupancy reported by Treemont. While occupancy rates are down from
the prior fiscal year, there has been a slight increase in the rates reported
over the prior quarter. The decrease in income was partially offset by a
decrease in commission-based personnel expense, travel and certain computer
related costs.
On January 4, 2001, the Company agreed to the First Amendment to
Management Agreement (the "First Amendment") with Treemont which specifies the
terms for a potential sale of the Treemont facility. SHM consents that
12
the owners of Treemont may sell the facility with absolute discretion and
terminate the Management Agreement in exchange for a graduated percentage of the
net proceeds (as defined) from the sale of the facility. The owners of Treemont
agree to provide written notice of the commencement of any negotiations. SHM has
not been notified of any sale negotiations to date. If a sale transaction is
ultimately concluded, SHM shall not be obligated to terminate the Management
Agreement if SHM does not receive at least $2 million as its share of the
proceeds.
The Management Agreement or the First Amendment are not shown as an asset
on the Consolidated Balance Sheets of the Company because there can be no
assurance that the contract will continue in effect for an extended period and
the uncertainties inherent in the potential sale of the facility.
Real Estate. The Company's investment in real estate, owned by LLG,
consist of 179.5 acres (approximately 155.3 acres net of flood plain) of
unimproved land in Allen, Texas (the "Allen property") as of December 31, 2000.
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. As of December 31, 2000, the Allen property included five
tracts of land: one tract of approximately 36.9 net acres zoned multi-family,
one tract of approximately 89.6 net acres zoned light industrial (formerly
single-family), two tracts of approximately 24.2 net acres zoned commercial and
one tract of 4.6 net acres zoned residential. With a continuing view towards
maximizing shareholder value, management is attempting to have the one
residential tract re-zoned as commercial and 5 acres of the multi-family
property re-zoned as light industrial.
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 was successful in fiscal year 1999 in re-zoning and
relocation of zoning in certain tracts. 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. 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.
On October 30, 2000, as disclosed in a current report on Form 8-K filed on
October 31, 2000, the Company completed the sale of approximately 5.6 acres of
one of the commercial properties to 75 Exchange Partners, LP, an unaffiliated
partnership. Net cash proceeds from the sale totaled $1.203 million and the
Company recorded a gain on sale of $828,000 as reported in the Company's
Statements of Consolidated Operations and Comprehensive Income. The Company
offset a portion of the income tax expense due to the gain on sale of real
estate against the existing deferred tax assets, resulting in a decrease in the
deferred tax assets of $239,000. Approximately $6,000 of alternative minimum tax
expense will be due by the Company.
Based on the property sale, the other negotiations described above and
improved market conditions, management believes that the Company would be able
to sell the remaining Allen property for a value in excess of the tax basis. As
a result, the Company reduced the valuation allowance for deferred tax assets by
$324,000 and additional paid-in-capital was increased by $324,000 in the quarter
ended December 31, 2000. The Company reported a net deferred tax asset balance
of $1.526 million and $1.441 million as of December 31 and June 30, 2000,
respectively, included in long term assets on the Company's Consolidated Balance
Sheets. Any tax benefits recognized related to the valuation allowance for
pre-reorganization deferred tax assets as of December 31, 2000 will be allocated
to additional paid-in capital.
While the Company will continue to consider any proposals which it, in its
best judgement, considers to be reasonable and in the interests of its
shareholders, there is no way to reasonably predict if any such proposals will
ultimately lead to any real estate transactions and when such transactions might
occur.
The real estate subsidiary reported operating income for the quarter and
six months ended December 31, 2000 of $837,000 and $838,000, respectively, as
compared to an operating loss of $7,000 and $10,000 for the quarter and six
months ended December 31, 1999, respectively. The fiscal year 2001 periods
included the $828,000 gain on sale of real estate discussed above. Improvement
costs of $34,000 and $143,000 related to developing the property were
capitalized
13
during the quarter and six months ended December 31, 2000, respectively, in
accordance with the Company's capitalization policy, as compared to $19,000 and
$39,000 of costs that were capitalized during the quarter and six months ended
December 31, 1999, respectively. The increase in fiscal year 2001 is due to work
being performed related to the flood plain recovery project that was primarily
completed during the second quarter. Costs related to the re-zoning, marketing
and developing the property will continue, some of which may be capitalized.
Other Income. The Company reported trust expense reimbursement income of
$265,000 and $326,000 for the quarter and six months ended December 31, 2000,
respectively, and $65,000 and $128,000 for the quarter and six months ended
December 31, 1999, respectively, reported as trust expense reimbursement on the
Company's Statements of Consolidated Operations and Comprehensive Income. The
charges in the second quarter of fiscal year 2001 include $212,000 for success
bonuses paid to the Company pursuant to existing compensation plans for the
directors and officers. The bonuses were paid as a result of proceeds received
by the Creditors' Trust in March 2000 from the LFC/LMUSA Litigation Trust
resulting from litigation. The remainder of the reimbursement 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 continues to decrease as expected during fiscal year 2001 as
remaining assets are liquidated.
Corporate interest income of $67,000 and $123,000 for the quarter and six
months ended December 31, 2000, respectively, as compared to $50,000 and
$101,000 for the quarter and six months ended December 31, 1999, respectively,
increased as a result of an increase in cash and cash equivalents held by the
Company.
Other Expenses. Unallocated corporate expenses increased $349,000 and
$354,000 for the quarter and six months ended December 31, 2000 over the same
periods in the prior year. The increase is primarily due to the success bonuses
in the amount of $311,000 paid to directors and officers pursuant to existing
compensation plans. As discussed above, the Company paid bonuses totaling
$212,000 to the directors and officers, which were reimbursed by the Creditors'
Trust and included in other income. In addition, bonuses of $99,000 were paid
based on the gain recognized on the sale of real estate. Other variances of
unallocated corporate expenses include higher professional legal and accounting
fees, increased corporate insurance amortization and an increase in general
office expenses.
Other Significant Items. At the annual meeting on December 15, 2000, 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, 2000, or the
closing prices of the Common Stock, as discussed in more detail in the Company's
Proxy Statement dated October 30, 2000. 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.
14
Liquidity and Capital Resources
As of December 31, 2000, the only liabilities of the Company were accounts
payable and accrued expenses which will be paid from current operating cash
available as of December 31, 2000.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
On December 15, 2000, the Company's board of directors authorized the use
of up to 20% of the Company's cash for the investment in equity securities, with
no more than 50% invested in any one company. The investment in speculative,
growth oriented equity securities exposes the Company to general market risks.
As of December 31, 2000, the amount invested in equity securities was $83,000
with a fair market value of $91,000. The securities are classified as
available-for- sale and reported on the Company's Consolidated Balance Sheets at
fair market value with the unrealized holding gain included, net of tax, in
accumulated other comprehensive income, a component of stockholders' equity.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
None.
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.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on December 15, 2000,
in Wilmington, Delaware for the following purposes:
1. To elect five directors (John P. Kneafsey, Eric M. Bodow, James D.
Kemp, Matthew S. Metcalfe, and Frank B. Ryan) to serve until the
next annual meeting and until their successors are elected and
qualified.
VOTING
------------------------------------------------------------------------------------
Number of Shares Number of Shares Number of Shares
Nominees for Director For Against Abstained
--------------------- ---------------- ---------------- -----------------
John P. Kneafsey 5,339,380 0 2,189
Erik M. Bodow 5,279,653 0 61,916
James D. Kemp 5,279,653 0 61,916
Matthew S. Metcalfe 5,338,955 0 2,614
Frank B. Ryan 5,279,653 0 61,916
15
2. To approve and authorize the Board of Directors to effect, in its
discretion, a reverse stock split followed by a forward split of the
Company's Common Stock.
VOTING
---------------------------------------------------------------------------------------
Number of Shares Number of Shares Number of Shares Number of Broker
For Against Abstained Non-Votes
------------------- ---------------- ---------------- ----------------
5,334,971 2,935 3,663 0
3. To ratify the appointment of KPMG LLP as independent public
accountants for the Company for the fiscal year ending June 30,
2001.
VOTING
---------------------------------------------------------------------------------------
Number of Shares Number of Shares Number of Shares Number of Broker
For Against Abstained Non-Votes
------------------- ---------------- ---------------- ----------------
5,340,151 566 852 0
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 (the "Commission")) for its
information).
(b) Reports on Form 8-K:
On October 31, 2000, the Company filed with the
Commission a current report on Form 8-K relating to the sale
of real estate property, which is discussed in greater detail
under "Note E--Investment in Real Estate" in this report.
16
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: February 9, 2001 By: /S/ W. JOSEPH DRYER
--------------------------------
President
Date: February 9, 2001 By: /S/ W. JOSEPH DRYER
--------------------------------
Principal Accounting Officer
17