NOTIFICATION OF LATE FILING
Form 12b-25
SEC File Number 0-16886
CUSIP Number: 816618 10 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [
XX] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 2002
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the Notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: All Items.
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PART 1-REGISTRANT INFORMATION
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Semele Group Inc.
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Full Name of Registrant
N/A
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Former Name, if Applicable
200 Nyala Farms
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Address of Principal Executive Office (Street and Number)
Westport, CT 06880
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City, State and Zip
Form 12b-25
Page Two
PART II-Rules 12b-25 (b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box, if appropriate)
[XX] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[XX] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 10-KSB, Form 20-F, Form 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition report on
Form 10-Q, Form 10-QSB or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Form 12b-25
Page Two
PART III-NARRATIVE
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State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB or N-SAR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
The Registrant requires additional time to prepare a complete and accurate
accounting of the quarter ended September 30th, 2002. This is due to delays
caused by staffing turnover. The Registrant expects to be completed with the
financial statements by November 19th, 2002 and, therefore, Form 10-QSB is
expected to be filed within the prescribed extension period.
PART IV-OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification.
Richard K Brock 781 676-0024
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(Name) (Area Code) (Telephone Number)
Form 12b-25
Page Three
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statement to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so: Attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results can not be made. See attachment.
SEMELE GROUP INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 15, 2002 By:/s/ Richard K Brock
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Chief Financial Officer of Semele Group Inc.
(Duly Authorized Officer)
ATTACHMENT TO FORM 12b-25
Part IV-Other Information
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Significant changes in the statement of operations for the three and nine months
ended September 30, 2002 as compared to the corresponding periods for 2001 are
summarized below:
The estimated three and nine months ending September 30, 2002 results as
compared to the three and nine months ending September 30, 2001 results (in
thousands):
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2002 2001 2002 2001
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Total Revenues $ 2,279 $ 5,245 $ 12,922 $ 20,483
Total Expenses $ (7,009) $ (8,624) $(19,377) $(22,221)
Provision for Income Taxes and $ 4,573 $ (206) $ 5,650 $ (942)
Elimination of Minority Interests
Net Income (Loss) $ (157) $ (3,585) $ (805) $ (2,680)
The decrease in revenues for the three and nine months ending September 30,
2002, as compared to the same periods in 2001 was primarily attributable to a
decrease in the Company's lease revenues and management fee income. The
decrease in lease revenues and management fees is due to the disposition of
equipment. The decrease in expenses for the three and nine months ended
September 30, 2002 compared to the same period in 2001 is attributable to a
decrease in general and administrative costs at MILPI Holdings LLC offset by an
increase in repairs and maintenance associated with AFG Investment Trust D's
re-lease of a McDonnell Douglas DC-8-73 airplane. The decrease in MILPI
Holding's general and administrative expenses is primarily attributable to the
relocation and consolidation of the corporate service functions during May 2001.