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, 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
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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. The Registrant's plan of reorganization was effective in
March 1997.
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the issuer's classes of common stock
as of February 7, 2002: Common Stock, $.10 par value -- 6,000,000 shares.
SIENA HOLDINGS, INC. AND SUBSIDIARIES
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2001
INDEX
Page
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PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets--December 31, 2001 and June 30, 2001....... 2
Statements of Consolidated Operations and Comprehensive Income (Loss)--
Quarters and Six Months Ended December 31, 2001 and 2000........... 3
Statements of Consolidated Cash Flows--Six Months Ended
December 31, 2001 and 2000......................................... 4
Notes to Consolidated Financial Statements............................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations................................................. 13
Liquidity and Capital Resources....................................... 15
Critical Accounting Policies Resources................................ 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk......... 16
PART II -- OTHER INFORMATION
Item 3. Defaults Upon Senior Securities.................................... 17
Item 4. Submission of Matters to a Vote of Security Holders................ 17
Item 6. Exhibits and Reports on Form 8-K................................... 17
1
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
CONSOLIDATED BALANCE SHEETS
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(in thousands, except par value)
December 31, 2001 June 30, 2001
----------------- -------------
(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents.................... $ 5,757 $ 5,914
Investments in equity securities............. 147 139
Receivables.................................. 82 73
Prepaid expenses............................. 96 139
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6,082 6,265
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Investment in real estate.................... 4,637 4,570
Deferred tax assets - net.................... 1,908 1,908
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Total Assets............................ $ 12,627 $ 12,743
============= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses......... $ 135 $ 158
Long Term Liabilities:
Accrued medical insurance premiums........... 419 447
Deferred compensation and fees............... 434 406
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853 853
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988 1,011
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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.................... 10,173 10,164
Retained earnings........................... 878 982
Accumulated other comprehensive loss,
net of tax.................................. (12) (14)
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11,639 11,732
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Total Liabilities and Stockholders'
Equity................................ $ 12,627 $ 12,743
============= ===========
See notes to consolidated financial statements.
2
STATEMENTS OF CONSOLIDATED OPERATIONS AND
COMPREHENSIVE INCOME (LOSS) (Unaudited)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(in thousands, except net earnings per share amounts)
Quarter Ended Six Months Ended
December 31 December 31
------------------ ------------------
2001 2000 2001 2000
------- ------- ------- -------
Revenues:
Commissions and fees ............................ $ 51 $ 69 $ 130 $ 129
Interest ........................................ 29 76 67 132
Trust expense reimbursement ..................... 24 265 57 326
Gain on sale of real estate ..................... -- 828 -- 828
Other ........................................... -- 1 7 2
------- ------- ------- -------
104 1,239 261 1,417
------- ------- ------- -------
Expenses:
Personnel ....................................... 86 347 178 435
Other operating ................................. 112 193 187 269
------- ------- ------- -------
198 540 365 704
------- ------- ------- -------
Income (loss) from operations before federal
income tax ................................... (94) 699 (104) 713
Federal income tax expense ........................ -- (245) -- (250)
------- ------- ------- -------
Net income (loss) ................................. (94) 454 (104) 463
------- ------- ------- -------
Other comprehensive income, net of tax:
Unrealized gains on equity securities:
Unrealized holding gains arising during period 22 5 2 5
------- ------- ------- -------
Other comprehensive income, net of tax ....... 22 5 2 5
------- ------- ------- -------
Comprehensive income (loss) ....................... $ (72) $ 459 $ (102) $ 468
======= ======= ======= =======
Basic earnings (loss) per share:
Net income (loss) ............................ $ (0.02) $ 0.08 $ (0.02) $ 0.08
Average number of shares .......................... 6,000 6,000 6,000 6,000
Diluted earnings (loss) per share:
Net income (loss) ............................... $ (0.02) 0.07 $ (0.02) $ 0.08
Average number of shares .......................... 6,134 6,136 6,126 6,126
See notes to consolidated financial statements.
3
STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(in thousands)
Six Months Ended December 31
----------------------------
2001 2000
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Operating activities:
Net income (loss) .......................................... $ (104) $ 463
Adjustments to reconcile net income (loss)
to net cash used by operations:
Federal income tax expense credited to additional
paid-in capital due to the utilization of
pre-reorganization tax attributes .................... -- 5
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
Decrease (increase) in current accounts receivables
and prepaid expense .................................. 34 (178)
Decrease in current accounts payable and accrued expenses (23) (3)
Decrease in long term accrued medical insurance premiums (28) (28)
Increase in long term deferred compensation and fees .... 28 207
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Net cash used by operating activities ............... (85) (115)
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Investing activities:
Purchases of equity securities ............................. (5) (83)
Sale of real estate ........................................ -- 1,203
Increase in investment in real estate ...................... (67) (143)
------- -------
Net cash provided (used) by
investing activities .......................... (72) 977
------- -------
Net increase (decrease) in cash and cash equivalents ........... (157) 862
Cash and cash equivalents at beginning of period ............... 5,914 4,088
------- -------
Cash and cash equivalents at end of period ..................... $ 5,757 $ 4,950
======= =======
Cash payments for:
Interest ................................................... $ -- $ --
Federal income tax ......................................... $ 21 $ --
(table continued on following page)
4
STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited) - continued
SIENA HOLDINGS, INC. AND SUBSIDIARIES
(in thousands)
Six Months Ended December 31
----------------------------
2001 2000
------- -------
Non-cash transactions:
Changes to additional paid-in-capital:
Unrealized gain on investments credited to
additional paid-in-1ap$tal due to a decrease
in valuation allowance for pre-reorganization
deferred tax assets .......................... $ 1 $ 3
Federal income tax expense credited to additional
paid-in-capital due to decrease in valuation
allowance for pre-reorganization deferred
tax assets ................................... -- 239
Decrease in valuation allowance for
pre-reorganization deferred tax assetas
a result of an increase in the valuation of
investment in real estate .................... -- 85
Federal income tax expense credited to additional
paid-in-capital due to the utilization of
pre-reorganization tax attributes ............ -- 5
Compensation expense related to stock options ... 8 8
------- -------
$ 9 $ 340
======= =======
See notes to consolidated financial statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SIENA HOLDINGS, INC. AND SUBSIDIARIES
December 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 accounting
principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of
America 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 and six months are not
necessarily indicative of the results that may be expected for the fiscal year.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended June 30, 2001.
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.
6
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 December 31, 2001 was $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 March 7, 2002, unless an extension is approved by
the Bankruptcy Court. The Company expects that final distributions will be made
before June 30, 2002, and the Creditors' Trust will be terminated. 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 (Loss). 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
7
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 $24,000 and
$57,000 for the quarter and six months ended December 31, 2001, respectively,
and $265,000 and $326,000 for the quarter and six months ended December 31,
2000, respectively, reported as trust expense reimbursement on the Company's
Statements of Consolidated Operations and Comprehensive Income (Loss). 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 from 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 2002 as remaining assets
are liquidated and will cease when final distributions are made and the
Creditors' Trust is terminated. The Company expects the final distributions will
be made before June 30, 2002.
THE LFC CREDITORS TRUST AND ANY PROCEEDS FROM THE LFC/LMUSA LITIGATION
TRUST ARE SOLELY FOR THE BENEFIT OF THE FORMER CREDITORS OF THE JOINT DEBTORS.
STOCKHOLDERS WILL NOT BENEFIT FROM THESE TRUSTS UNLESS THEY HELD CLASS 3 -
GENERAL UNSECURED CLAIMS AS DEFINED IN THE JOINT PLAN.
NOTE D -- INVESTMENT IN REAL ESTATE
The Company's investment in real estate, owned by LLG, consists of 162.1
acres (approximately 138.0 acres net of flood plain) of unimproved land in
Allen, Texas (the "Allen property") as of December 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 December 31, 2001, the Allen property included five tracts of land: one
tract of approximately 31.9 net acres zoned multi-family, one tract of
approximately 77.2 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. In the fourth quarter of fiscal year 2001, five
acres of the multi-family property was successfully re-zoned as light
industrial. With a continuing view towards maximizing shareholder value,
management is attempting to have the one residential tract re-zoned as
commercial.
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 $1.204 million
and the Company recorded a gain on sale of real estate of $828,000 in the second
quarter of fiscal year 2001, as previously reported in the Company's Statements
of Consolidated Operations and Comprehensive Income (Loss).
On February 23, 2001, the Company completed the sale of approximately 17.3
acres of property zoned light industrial to Crow Family Holdings Industrial
Texas, LP("Crow Family Holdings"), 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
previously reported in the Company's Statements of Consolidated Operations and
Comprehensive Income (Loss). In addition, Crow Family Holdings has outstanding
options, which expire 18 months from the original sale date, to purchase
substantially all the remaining light industrial property. There is no guarantee
that any sales will be consummated.
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 reported a net deferred tax asset
balance of $1.908 million as of December 31 and June 30, 2001, 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, 2001 will be allocated to additional paid-in
capital.
8
The Company is involved in discussions and or entered into tentative
agreements to sell certain parcels of land, which it, in its best judgement,
considers to be reasonable and in the interests of its shareholders. However,
there can be no assurance that these or any future discussions and or tentative
agreements may lead to any real estate transactions, and when such transactions
might occur. These tentative agreements may not be completed due to various
uncertainties associated with ongoing negotiations and buyer due diligence
contingencies. Based on management's most recent estimates, any sales that might
result from these discussions and or tentative agreements as well as options
described above would result in a gain on sale for financial reporting purposes.
NOTE E -- 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, 2001, 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 consented 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
agreed to provide written notice of the commencement of any negotiations. During
the second quarter of fiscal year 2002, SHM was notified of the commencement of
negotiations by the Treemont owners with a prospective buyer. However, there can
be no assurance that these or any future negotiations will lead to a sale of the
facility. 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 F -- 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, 2001, the cost and fair value of the securities based on quoted
market prices were reported as $165,000 and $147,000, respectively. Unrealized
gains or losses are included, net of tax, in accumulated other comprehensive
income or loss, a component of stockholders' equity as reported on the Company's
Consolidated Balance Sheets. Realized gains or losses are reported in revenue on
the Company's Consolidated Statements of Operations and Comprehensive Income
(Loss).
NOTE G -- STOCKHOLDERS' EQUITY
As of December 31 and June 30, 2001, the Company had 15,000,000 shares of
$.10 par value common stock authorized, with 6,000,000 shares issued and
outstanding.
SHI and its subsidiaries decreased the valuation allowance for
pre-reorganization deferred tax assets by $1,000 due to the unrealized gain on
investments in equity securities resulting in an increase to additional
paid-in-capital of $1,000 for the six months ended December 31, 2001. The
Company also recorded $8,000 in compensation expense in the six months ended
December 31, 2001, related to stock options which increased additional
paid-in-capital by $8,000, resulting in a net increase to additional
paid-in-capital of $9,000 for the six months ended December 31, 2001.
For the six months ended December 31, 2000, the Company decreased the
pre-reorganization deferred tax assets by $239,000, as a result of federal
income tax expense and, also, decreased the valuation allowance for
pre-reorganization
9
deferred tax assets by $239,000 resulting in a corresponding increase to
additional paid-in-capital. The Company also decreased the valuation allowance
for pre-reorganization deferred tax assets and increased additional
paid-in-capital by $85,000 as a result of an increase in the valuation of the
investment in real estate. A tax benefit of $5,000 was reported as an increase
to additional paid-in capital, resulting from the utilization of a portion of
the Company's pre-reorganization net operating loss carryforwards and deductible
temporary differences. The Company decreased the post-reorganization deferred
tax assets by $3,000 as a result of the unrealized gain on investments in equity
securities for the six months ended December 31, 2000. Additionally, the Company
decreased the valuation allowance for pre-reorganization deferred tax assets by
$3,000 resulting in an increase in additional paid-in-capital. The Company also
recorded $8,000 in compensation expense in the six months ended December 31,
2000, related to stock options which increased additional paid-in-capital by
$8,000. These transactions resulted in a net increase to additional
paid-in-capital of $340,000 for the six months ended December 31, 2000. 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.
The Company, as of December 31 and June 30, 2001, had 1,000,000 shares of
$1.00 par value preferred stock authorized, with 0 shares issued and
outstanding.
NOTE H -- DEFERRED TAX ASSETS
SHI and its subsidiaries had no gross deferred tax liabilities and
approximately $95.0 million in gross deferred tax assets as of December 31,
2001, subject to an offsetting valuation allowance of approximately $93.1
million. 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. The Company reported a net deferred tax asset balance of $1.908
million as of December 31 and June 30, 2001, 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 December 31, 2001.
NOTE I -- EARNINGS (LOSS) PER SHARE
Earnings (loss) per common share were determined using the weighted
average shares issued. 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 (loss) per common share to the
extent that they are dilutive to earnings or not antidilutive.
NOTE J -- ACCOUNTING STANDARDS TO BE ADOPTED
Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets, addresses the financial
accounting and reporting for the impairment of long-lived assets and for long-
lived assets to be disposed of. This statement supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed of. SFAS No. 144 requires, among other things, that impairment
losses resulting from the initial application of its provision for long-lived
assets to be held and used be reported in the period in which the recognition
criteria are initially applied and met based on the facts and circumstances
existing at that date. This
10
statement, like SFAS No. 121, requires consideration of the continuing effect of
events or changes in circumstances that occurred prior to initial application of
SFAS No. 144. The effect of adopting SFAS No. 144 is not expected to be
material. Adoption is required by all companies no later than fiscal year
beginning after December 15, 2001.
NOTE K -- 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, 2001, 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, 2001 (in thousands):
December 31, 2001 June 30, 2001
----------------- -------------
Identifiable assets:
Assisted care facility management
(including receivable from parent company
eliminated in consolidation) .............. $ 401 $ 338
Real estate ................................. 6,649 6,645
-------- --------
7,050 6,983
-------- --------
Reconciling items:
Corporate cash, receivables and prepaid
expenses (including receivable from
subsidiary eliminated in consolidation) 3,998 4,147
Deferred tax assets--net ................. 1,908 1,908
Elimination of intercompany receivables .. (329) (295)
-------- --------
Total assets per Consolidated Balance Sheets ..... $ 12,627 $ 12,743
======== ========
(remainder of page intentionally left blank)
11
The following table summarizes the Company's segment data of operations
for the quarters and six months ended December 31, 2001 and 2000 (in thousands):
Quarter Ended Six Months Ended
December 31 December 31
---------------- ----------------
2001 2000 2001 2000
------ ------- ------ -------
Revenues:
Assisted care management .................. $ 51 $ 69 $ 130 $ 129
Real estate ............................... 10 838 22 839
----- ------- ----- -------
61 907 152 968
----- ------- ----- -------
Reconciling items:
Corporate interest income .............. 19 67 45 123
Trust expense reimbursement ............ 24 265 57 326
Other corporate revenue ................ -- -- 7 --
----- ------- ----- -------
43 332 109 449
----- ------- ----- -------
Total revenues per Statement of Consolidated
Operations and Comprehensive Income (Loss) $ 104 $ 1,239 $ 261 $ 1,417
===== ======= ===== =======
Operating income (loss):
Assisted care management .................. $ 25 $ 39 $ 78 $ 74
Real estate ............................... 8 837 19 838
----- ------- ----- -------
33 876 97 912
----- ------- ----- -------
Reconciling items:
Corporate interest income .............. 19 67 45 123
Trust expense reimbursement ............ 24 265 57 326
Unallocated corporate expenses ......... (170) (509) (310) (648)
Other .................................. -- -- 7 --
----- ------- ----- -------
(127) (177) (201) (199)
----- ------- ----- -------
Income (loss) from operations before federal
income tax per Statement of Consolidated
Operations and Comprehensive Income (Loss) $ (94) $ 699 $(104) $ 713
===== ======= ===== =======
12
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, 2001 and 2000, were as follows (in thousands):
Quarter Ended Six Months Ended
December 31 December 31
---------------- ----------------
2001 2000 2001 2000
----- ----- ----- -----
Operating income:
Assisted care management ........... $ 25 $ 39 $ 78 $ 74
Real estate ........................ 8 837 19 838
----- ----- ----- -----
33 876 97 912
----- ----- ----- -----
Other income and expenses:
Interest income .................... 19 67 45 123
Trust expense reimbursement
income............................ 24 265 57 326
Unallocated corporate expenses ..... (170) (509) (310) (648)
Other .............................. -- -- 7 --
----- ----- ----- -----
(127) (177) (201) (199)
----- ----- ----- -----
Income (loss) from operations before
federal income tax ................. (94) 699 (104) 713
Federal income tax expense ........... -- (245) -- (250)
----- ----- ----- -----
Net income (loss) ................ $ (94) $ 454 $(104) $ 463
===== ===== ===== =====
Assisted Care Management. The decrease in the profitability of the
assisted care management operations of $14,000 for the quarter ended December
31, 2001, as compared to the same period 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 $18,000 lower in the in the quarter ended December 31, 2001, as compared to
the same period in fiscal year 2001, primarily due to higher insurance and other
expenses reported by Treemont.
In the second quarter of fiscal year 2002, Treemont reported increases of
approximately 160% in insurance premiums as compared to insurance payments made
the prior year. These insurance premiums will be amortized over the life of the
policy. To partially offset the higher insurance expense, Treemont will
implement certain facility rate increases, but the Company can not project the
impact, if any, this will have on the occupancy levels at the facility. The
Company can not project the effect that this will have on the management fee
income received from Treemont by SHM.
13
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 consented 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
agreed to provide written notice of the commencement of any negotiations. During
the second quarter of fiscal year 2002, SHM was notified of the commencement of
negotiations by the Treemont owners with a prospective buyer. However, there can
be no assurance that these or any future negotiations will lead to a sale of the
facility. 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,
consists of 162.1 acres (approximately 138.0 acres net of flood plain) of
unimproved land in Allen, Texas (the "Allen property") as of December 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 December 31, 2001, the Allen property included five
tracts of land: one tract of approximately 31.9 net acres zoned multi-family,
one tract of approximately 77.2 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. In the fourth quarter of fiscal
year 2001, five acres of the multi-family property was successfully re-zoned as
light industrial. With a continuing view towards maximizing shareholder value,
management is attempting to have the one residential tract re-zoned as
commercial.
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 $1.204 million
and the Company recorded a gain on sale of real estate of $828,000 in the second
quarter of fiscal year 2001, as previously reported in the Company's Statements
of Consolidated Operations and Comprehensive Income (Loss).
On February 23, 2001, the Company completed the sale of approximately 17.3
acres of property zoned light industrial to Crow Family Holdings Industrial
Texas, LP("Crow Family Holdings"), 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
previously reported in the Company's Statements of Consolidated Operations and
Comprehensive Income (Loss). In addition, Crow Family Holdings has outstanding
options, which expire 18 months from the original sale date, to purchase
substantially all the remaining light industrial property. In January, 2002, the
Company agreed to extend the option period by six months. There is no guarantee
that any sales will be consummated.
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 reported a net deferred tax asset
balance of $1.908 million as of December 31 and June 30, 2001, 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, 2001 will be allocated to additional paid-in
capital.
The Company is involved in discussions and or entered into tentative
agreements to sell certain parcels of land, which it, in its best judgement,
considers to be reasonable and in the interests of its shareholders. However,
there can be no assurance that these or any future discussions and or tentative
agreements may lead to any real estate transactions, and when such transactions
might occur. These tentative agreements may not be completed due to various
uncertainties associated with ongoing negotiations and buyer due diligence
contingencies. Any sales that might result from these discussions and or
tentative agreements as well as options described above would result in a gain
on sale for financial reporting purposes.
The real estate subsidiary reported operating income for the quarter and
six months ended December 31, 2001 of $8,000 and $19,000, respectively, as
compared to an operating income of $837,000 and $838,000 for the quarter and six
14
months ended December 31, 2000, respectively. The prior year periods included
the $828,000 gain on sale of real estate discussed above. Improvement costs of
$60,000 and $67,000 related to developing the property were capitalized during
the quarter and six months ended December 31, 2001, respectively, in accordance
with the Company's capitalization policy, as compared to $34,000 and $143,000 of
costs that were capitalized during the quarter and six months ended December 31,
2000, respectively. The quarter ended December 31, 2001, included $41,000 of
real estate taxes that were capitalized. The improvement costs in the prior year
included work performed related to the flood plain recovery project that was
primarily completed during the second quarter of fiscal year 2001. Costs related
to the re-zoning, marketing and developing the property will continue, some of
which may be capitalized.
Other Income. The Company reported trust expense reimbursement income of
$24,000 and $57,000 for the quarter and six months ended December 31, 2001,
respectively, and $265,000 and $326,000 for the quarter and six months ended
December 31, 2000, respectively, reported as trust expense reimbursement on the
Company's Statements of Consolidated Operations and Comprehensive Income (Loss).
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 from 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 2002 as remaining assets
are liquidated and will cease when final distributions are made and the
Creditors' Trust is terminated. The Company expects the final distributions will
be made before June 30, 2002.
Corporate interest income of $19,000 and $45,000 for the quarter and six
months ended December 31, 2001, respectively, as compared to $67,000 and
$123,000 for the quarter and six months ended December 31, 2000, respectively,
decreased as a result of lower interest rates.
Other Expenses. Unallocated corporate expenses decreased by $339,000 and
$338,000 for the quarter and six months ended December 31, 2001 over the same
periods in the prior year. The decrease 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 lower professional, legal and accounting
fees, and a decrease in general office expenses.
Other Significant Items. As discussed in the Company's annual report on
Form 10-K for the fiscal year ended June 30, 2001, the stockholders of SHI had
approved a proposal at the annual meeting on December 15, 2000, to amend the
Company's certificate of incorporation giving the Board, in its sole discretion,
the authority to consummate a reverse stock split followed by a forward stock
split of the Company's Common Stock. The Board, using its sole discretion,
elected not to present these transactions for voting by the stockholders at the
most recent annual meeting on December 14, 2001.
Liquidity and Capital Resources
As of December 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 December 31, 2001.
Critical Accounting Policies
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 reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.
Some assets and liabilites by their nature are more subject to estimates
and assumptions. For the Company, the amount of the net deferred tax asset
balance reported on the Company's Consolidated Balance Sheets is based on
15
management's most recent estimated value of the investment in real estate in
excess of the related tax basis. Such estimate could change in the future based
on the occurrence of one or more future events.
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 December 31, 2001,
the amount invested in equity securities was $165,000 with a fair market value
of $147,000. 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 loss included, net of tax, in accumulated other comprehensive
loss, a component of stockholders' equity.
16
PART II -- OTHER INFORMATION
Item 3. Defaults Upon Senior Securities.
Refer to the Company's annual report on Form 10-K for the year ended June
30, 2001, 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 14, 2001,
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 5,282,332 0 3,333
Erik M. Bodow 5,196,488 0 89,177
James D. Kemp 5,196,488 0 89,177
Matthew S. Metcal 5,282,491 0 3,174
Frank B. Ryan 5,196,488 0 89,177
2. To ratify the appointment of KPMG LLP as independent public
accountants for the Company for the fiscal year ending June 30,
2002.
VOTING
--------------------------------------------------------------------------------
Number of Shares Number of Shares Number of Shares Number of Broker
For Against Abstained Non-Votes
---------------- ---------------- ---------------- ----------------
5,280,838 4,686 141 0
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
None.
(b) Reports on Form 8-K:
None.
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIENA HOLDINGS, INC.
---------------------------------
(Registrant)
Date: February 12, 2002 By: /S/ W. JOSEPH DRYER
---------------------------------
President
Date: February 12, 2002 By: /S/ W. JOSEPH DRYER
---------------------------------
Principal Accounting Officer