UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT TO 1934
For the quarterly period ended March 31, 2001
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
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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 March 31, 2001
INDEX
Page
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PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets - March 31, 2001 and June 30, 2000......................................... 2
Statements of Consolidated Operations and Comprehensive Income - Quarters and Nine Months
Ended March 31, 2001 and 2000...................................................................... 3
Statements of Consolidated Cash Flows - Nine Months Ended March 31, 2001 and 2000...................... 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............................................. 16
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings...................................................................................... 16
Item 3. Defaults Upon Senior Securities........................................................................ 16
Item 4. Submission of Matters to a Vote of Security Holders.................................................... 16
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)
March 31, 2001 June 30, 2000
-------------- -------------
(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents .................................. $ 5,952 $ 4,088
Investments in equity securities ........................... 139 --
Receivables ................................................ 106 112
Prepaid expenses ........................................... 174 42
-------- -------
6,371 4,242
-------- -------
Long Term Investments:
Investment in real estate .................................. 4,554 4,949
Deferred tax assets - net .................................. 1,338 1,441
-------- -------
5,892 6,390
-------- -------
Total Assets .......................................... $ 12,263 $10,632
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses ...................... $ 143 $ 161
Long Term Liabilities:
Accrued medical insurance premiums ......................... 461 516
Deferred compensation and fees ............................. 383 102
-------- -------
844 618
-------- -------
987 779
-------- -------
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
Additional paid-in capital ................................. 9,632 9,205
Accumulated earnings ....................................... 1,045 48
Accumulated other comprehensive loss ....................... (1) --
-------- -------
11,276 9,853
-------- -------
Total Liabilities and Stockholders' Equity ............ $ 12,263 $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 Nine Months Ended
March 31 March 31
------------------- -------------------
2001 2000 2001 2000
------- ------ ------- ------
Revenues:
Commissions and fees ........................... $ 78 $ 90 $ 207 $ 300
Interest ....................................... 59 53 191 154
Trust expense reimbursement .................... 34 51 360 179
Gain on sale of real estate .................... 945 -- 1,773 --
Gain on sale of equity securities .............. 1 -- 1 --
Other .......................................... 15 -- 17 8
------- ------ ------- ------
1,132 194 2,549 641
------- ------ ------- ------
Expenses:
Personnel ...................................... 186 94 621 293
Other operating ................................ 125 95 394 292
------- ------ ------- ------
311 189 1,015 585
------- ------ ------- ------
Income before federal income tax expense .......... 821 5 1,534 56
Federal income tax expense ........................ 287 2 537 20
------- ------ ------- ------
Net income ........................................ 534 3 997 36
------- ------ ------- ------
Other comprehensive loss, net of tax:
Unrealized losses on equity securities:
Unrealized holding losses arising
during period .......................... (5) -- -- --
Less: reclassification adjustment for gains
included in net income ................. (1) -- (1) --
------- ------ ------- ------
Other comprehensive loss ...................... (6) -- (1) --
------- ------ ------- ------
Comprehensive income .............................. $ 528 $ 3 $ 996 $ 36
======= ====== ======= ======
Basic earnings per share:
Net income ..................................... $ 0.09 $ 0.00* $ 0.17 $ 0.01*
Average number of shares .......................... 6,000 6,000* 6,000 6,000*
Diluted earnings per share:
Net income ..................................... $ 0.09 $ 0.00* $ 0.16 $ 0.01*
Average number of shares .......................... 6,132 6,118* 6,128 6,100*
* 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)
Nine Months Nine Months
Ended Ended
March 31, 2001 March 31, 2000
-------------- --------------
Operating activities:
Net income ............................................................ $ 997 $ 36
Adjustments to reconcile net income to net cash provided (used) by
operating activities:
Federal income tax expense charged to additional paid-in capital due
to the utilization of pre-reorganization tax attributes ......... 517 20
Gain on sale of real estate ........................................ (1,773) --
Compensation expense for stock options ............................. 12 12
(Increase) decrease in current receivables and prepaid expenses .... (126) 108
Decrease in current accounts payable and accrued expenses .......... (18) (73)
Decrease in long term accrued medical insurance premiums ........... (55) (45)
Increase in long term deferred compensation and fees ............... 281 30
------- -------
Net cash provided (used) by operating activities ............. (165) 88
------- -------
Investing activities:
Purchases of available-for-sale securities ............................ (145) --
Sale of available-for-sale securities ................................. 6 --
Sale of real estate ................................................... 2,455 --
Increase in investment in real estate ................................. (287) (51)
------- -------
Net cash provided (used) by investing activities ........... 2,029 (51)
------- -------
Net increase in cash and cash equivalents ................................... 1,864 37
Cash and cash equivalents at beginning of period ............................ 4,088 4,111
------- -------
Cash and cash equivalents at end of period .................................. $ 5,952 $ 4,148
======= =======
Cash payments for:
Interest .............................................................. $ -- $ --
Federal income tax .................................................... $ -- $ --
See notes to consolidated financial statements.
4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
March 31, 2001
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 accounting principles generally accepted in the United States of
America 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. An additional cash distribution in the amount of $1.2 million was
disbursed to the distribution agent for the benefit of Class 3 unsecured
creditors on February 16, 2001, increasing the total of cash distributed through
March 31, 2001 to $32.3 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
6
the success of the Company, the amounts realized from the collection of assets
and settlement of liabilities for both the Creditors' Trust and the LFC/LMUSA
Litigation Trust. Stockholders who are not former creditors of the Joint Debtors
are not beneficiaries of the Creditors' Trust. There can be no assurance that
the LFC/LMUSA Litigation Trust will produce any proceeds which will benefit the
Creditors' Trust and former creditors.
The Company charged to the Creditors' Trust expenses of $34,000 and
$360,000 for the quarter and nine months ended March 31, 2001, respectively, and
$51,000 and $179,000 for the quarter and nine months ended March 31, 2000,
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 included $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
March 31, 2001, the cost and fair value of the securities based on quoted market
prices were reported as $140,000 and $139,000, respectively. Unrealized gains
and losses are included, net of tax, in accumulated other comprehensive loss, a
component of stockholders' equity as reported on the Company's Consolidated
Balance Sheets. Realized gains and losses are reported in revenue on the
Company's Statements of Consolidated Operations and Comprehensive Income.
7
NOTE F -- INVESTMENT IN REAL ESTATE
The Company's investment in real estate, owned by LLG, consist of 162.1
acres (approximately 138.0 acres net of flood plain) of unimproved land in
Allen, Texas (the "Allen property") as of March 31, 2001. 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 March 31, 2001, the Allen property included five tracts of land: one tract of
approximately 36.9 net acres zoned multi-family, one tract of approximately 72.2
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.
On October 30, 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 real estate of $828,000 in the second
quarter of fiscal year 2001, as reported in the Company's Statements of
Consolidated Operations and Comprehensive Income.
On February 23, 2001, as disclosed in a current report on Form 8-K filed
on February 27, 2001, the Company completed the sale of approximately 17.3 acres
of property zoned light industrial to Crow Family Holdings Industrial Texas, LP,
an unaffiliated partnership. Net cash proceeds from the sale totaled $1.251
million and the Company recorded a gain on sale of real estate of $945,000 in
the quarter ended March 31, 2001, 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 $322,000 and $609,000 for the quarter and
nine months ended March 31, 2001, respectively. Approximately $14,000 and
$20,000 of alternative minimum tax expense was recorded by the Company for the
quarter and nine months ended March 31, 2001, respectively. 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.
Based on the property sales described above, continuing negotiations on
other parcels 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 $134,000 and $506,000 and additional paid-in-capital was
increased by $134,000 and $506,000 for the quarter and nine months ended March
31, 2001, respectively. The Company reported a net deferred tax asset balance of
$1.338 million and $1.441 million as of March 31, 2001 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 March 31, 2001 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.
8
NOTE G -- STOCKHOLDERS' EQUITY
As of March 31, 2001 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 consolidated federal income tax expense
of $287,000 and $537,000 for the quarter and nine months ended March 31, 2001,
respectively, and $2,000 and $20,000 for the quarter and nine months ended March
31, 2000, respectively. This was offset by a tax benefit of $273,000 and
$517,000 for the quarter and nine months ended March 31, 2001, respectively, and
$2,000 and $20,000 for the quarter and nine months ended March 31, 2000,
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 loss, 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 March 31, 2001 and June 30, 2000, had 1,000,000 shares
of $1.00 par value preferred stock authorized, with 0 shares issued and
outstanding.
9
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. Due
to the gain on sale of real estate of $945,000 and $1,773,000 for the quarter
and nine months ended March 31, 2001, the Company was able to offset a portion
of the income tax expense resulting from the gain on sale of real estate against
the existing deferred tax assets. For the quarter and nine months ended March
31, 2001, the Company decreased the deferred tax assets by $322,000 and
$609,000, respectively, as a result of the gain on sale of real estate.
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 and additional paid-in-capital was increased by $134,000 and
$506,000 for the quarter and nine months ended March 31, 2001, respectively. The
Company reported a net deferred tax asset balance of $1.338 million and $1.441
million as of March 31, 2001 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 planning strategies in making this assessment. Management
believes that it is more likely than not that the Company will realize the
benefit of these deferred tax assets, net of the existing valuation allowance as
of March 31, 2001.
SHI and its subsidiaries reported federal income tax expense of $287,000
and $537,000 for the quarter and nine months ended March 31, 2001, respectively,
and $2,000 and $20,000 for the quarter and nine months ended March 31, 2000,
respectively. This was partially offset by a tax benefit of $273,000 and
$517,000 for the quarter and nine months ended March 31, 2001, respectively, and
$2,000 and $20,000 for the quarter and nine months ended March 31, 2000,
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 $14,000 and $20,000 of alternative minimum
tax expense for the quarter and nine months ended March 31, 2001, respectively.
The only portion of federal income tax expense that is owed by the Company is
the alternative minimum tax liability of approximately $20,000 as of March 31,
2001, included in current liabilities on the Company's Consolidated Balance
Sheets, 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.
10
The following table summarizes the Company's identifiable assets by
segment as of March 31, 2001 and June 30, 2000 (in thousands):
March 31, 2001 June 30, 2000
-------------- -------------
Identifiable assets:
Assisted care facility management (including receivable from
parent company eliminated in consolidation) ................ $ 361 $ 246
Real estate (including cash, investments in equity securities
and investment in real estate) ............................. 6,643 4,950
-------- --------
7,004 5,196
-------- --------
Reconciling items:
Corporate cash, receivables and prepaid expenses (including
receivable from subsidiary eliminated in consolidation) .. 4,211 4,229
Deferred tax assets--net ..................................... 1,338 1,441
Elimination of intercompany receivables ...................... (290) (234)
-------- --------
Total assets per Consolidated Balance Sheets ......................... $ 12,263 $ 10,632
======== ========
(remainder of page intentionally left blank)
11
The following table summarizes the Company's segment data of operations
for the quarters and nine months ended March 31, 2001 and 2000 (in thousands):
Quarter Ended Nine Months Ended
March 31 March 31
-------------------- ------------------
2001 2000 2001 2000
------- ------- ------- -----
Revenues:
Assisted care management ................ $ 78 $ 90 $ 207 $ 300
Real estate ............................. 960 -- 1,799 2
------- ------- ------- -----
1,038 90 2,006 302
------- ------- ------- -----
Reconciling items:
Corporate interest income ............ 45 53 168 154
Trust expense reimbursement .......... 34 51 360 179
Other corporate revenue .............. 15 -- 15 6
------- ------- ------- -----
94 104 543 339
------- ------- ------- -----
Total revenues per Statement of Consolidated
Operations and Comprehensive Income...... $ 1,132 $ 194 $ 2,549 $ 641
======= ======= ======= =====
Operating income (loss):
Assisted care management ................ $ 48 $ 54 $ 122 $ 173
Real estate ............................. 958 (2) 1,796 (12)
------- ------- ------- -----
1,006 52 1,918 161
------- ------- ------- -----
Reconciling items:
Corporate interest income ............ 45 53 168 154
Trust expense reimbursement .......... 34 51 360 179
Unallocated corporate expenses ....... (279) (151) (927) (445)
Other ................................ 15 -- 15 7
------- ------- ------- -----
(185) (47) (384) (105)
------- ------- ------- -----
Income before federal income tax expense
per Statements of Consolidated Operations
and Comprehensive Income ................ $ 821 $ 5 $ 1,534 $ 56
======= ======= ======= =====
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.
12
The operating results of the Company during the quarters and nine months
ended March 31, 2001 and 2000, were as follows (in thousands):
Quarter Ended Nine Months Ended
March 31 March 31
-------------------- ------------------
2001 2000 2001 2000
-------------------- ------------------
Operating income (loss):
Assisted care management ............ $ 48 $ 54 $ 122 $ 173
Real estate ......................... 958 (2) 1,796 (12)
------- ------- ------- -----
1,006 52 1,918 161
------- ------- ------- -----
Other income and expenses:
Corporate interest income ........... 45 53 168 154
Trust expense reimbursement income .. 34 51 360 179
Unallocated corporate expenses ...... (279) (151) (927) (445)
Other ............................... 15 -- 15 7
------- ------- ------- -----
(185) (47) (384) (105)
------- ------- ------- -----
Income before federal income tax expense 821 5 1,534 56
Federal income tax expense ............. 287 2 537 20
------- ------- ------- -----
Net income ....................... $ 534 $ 3 $ 997 $ 36
======= ======= ======= =====
Assisted Care Management. The decrease in the profitability of the
assisted care management operations of $6,000 and $51,000 for the quarter and
nine months ended March 31, 2001, 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 $12,000 and $93,000 lower in the in the
quarter and nine month period of fiscal year 2001, respectively, as compared to
the same periods in fiscal year 2000, primarily due to higher expenses 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 quarters. 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 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 162.1 acres (approximately 138.0 acres net of flood plain) of
unimproved land in Allen, Texas (the "Allen property") as of March 31, 2001. 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 March 31, 2001, the Allen property included five tracts of land:
one tract of approximately 36.9 net acres zoned multi-family, one tract of
approximately 72.2 net acres zoned
13
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.
On October 30, 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 real estate of $828,000 in the second
quarter of fiscal year 2001, as reported in the Company's Statements of
Consolidated Operations and Comprehensive Income.
On February 23, 2001, as disclosed in a current report on Form 8-K filed
on February 27, 2001, the Company completed the sale of approximately 17.3 acres
of property zoned light industrial to Crow Family Holdings Industrial Texas, LP,
an unaffiliated partnership. Net cash proceeds from the sale totaled $1.251
million and the Company recorded a gain on sale of real estate of $945,000 in
the quarter ended March 31, 2001, 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 $322,000 and $609,000 for the quarter and
nine months ended March 31, 2001, respectively. Approximately $14,000 and
$20,000 of alternative minimum tax expense was recorded by the Company for the
quarter and nine months ended March 31, 2001, respectively. 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.
Based on the property sales described above, continuing negotiations on
other parcels 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 $134,000 and $506,000 and additional paid-in-capital was
increased by $134,000 and $506,000 for the quarter and nine months ended March
31, 2001, respectively. The Company reported a net deferred tax asset balance of
$1.338 million and $1.441 million as of March 31,2001 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 March 31, 2001 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
nine months ended March 31, 2001 of $958,000 and $1,796,000, respectively, as
compared to an operating loss of $2,000 and $12,000 for the quarter and nine
months ended March 31, 2000, respectively. The quarter and nine months ended
March 31, 2001 reporting periods included $945,000 and $1,773,000 gain on sale
of real estate discussed above. Improvement costs of $143,000 and $287,000
related to developing the property were capitalized during the quarter and nine
months ended March 31, 2001, respectively, in accordance with the Company's
capitalization policy, as compared to $12,000 and $51,000 of costs that were
capitalized during the quarter and nine months ended March 31, 2000,
respectively. In the third quarter of fiscal year 2001, the Company capitalized
$102,000 of property taxes paid on a portion of the commercial real estate
property, based on the sale of an adjoining parcel of land. The remainder of the
increase in fiscal year 2001 is due to work performed related to the flood plain
recovery project that was primarily completed during the second quarter with
some final costs incurred in the third quarter and work related to the re-zoning
project. Costs related to the re-zoning, marketing and developing the property
will continue, some of which may be capitalized.
14
Other Income. The Company reported trust expense reimbursement income of
$34,000 and $360,000 for the quarter and nine months ended March 31, 2001,
respectively, and $51,000 and $179,000 for the quarter and nine months ended
March 31, 2000, 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 included $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 $45,000 and $168,000 for the quarter and nine
months ended March 31, 2001, respectively, compares reasonably to the prior
periods.
Other Expenses. Unallocated corporate expenses increased $128,000 and
$482,000 for the quarter and nine months ended March 31, 2001 over the same
periods in the prior year. The increase is primarily due to success bonuses in
the amount of $113,000 and $424,000 for the quarter and nine months ended March
31, 2001, 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 $113,000 and $99,000 were paid
in the second and third quarters, respectively, based on the gain recognized on
the sale of real estate. Other variances of unallocated corporate expenses
include higher professional, legal and accounting fees and increased corporate
insurance amortization expense.
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.
Liquidity and Capital Resources
As of March 31, 2001, the only liabilities of the Company were accounts
payable and accrued expenses which will be paid from current operating cash
available as of March 31, 2001.
15
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 equity
securities exposes the Company to general market risks. As of March 31, 2001,
the amount invested in equity securities was $140,000 with a fair market value
of $139,000. 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 or loss included, net of tax, in accumulated other
comprehensive loss, 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
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
None.
(b) Reports on Form 8-K:
On February 27, 2001, 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: May 9, 2001 By: /S/ W. JOSEPH DRYER
-------------------------------------
President
Date: May 9, 2001 By: /S/ W. JOSEPH DRYER
-------------------------------------
Principal Accounting Officer
17