<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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 0-16886
SEMELE GROUP INC.
(Name of Small Business Issuer in its charter)
DELAWARE 36-3465422
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE CANTERBURY GREEN, STAMFORD, CONNECTICUT 06901
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (203) 363-0849
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES /X/ NO / /
Shares of common stock outstanding as of November 4, 1999: 1,182,593
Transitional Small Business Disclosure Format: YES / / NO /X/
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEMELE GROUP INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- -------------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents ..................................... $ 5,198,924 $ 7,788,124
Rents Receivable .............................................. 89,517 91,038
Accounts Receivable--Affiliates ............................... 11,401 6,652
Interest Receivable--Affiliates ............................... 359,829 125,382
Note Receivable--Affiliates ................................... 2,725,695 2,725,695
Foreclosed Real Estate Held for Sale, Net ..................... 10,024,793 9,961,991
Other Investments ............................................. 750,000 --
Investment in Partnerships and Trusts ......................... 3,603,999 3,884,755
Land .......................................................... 1,929,000 1,929,000
Building, net of accumulated depreciation of $1,086,975
and $820,478 at September 30, 1999 and ....................... 10,846,022 11,112,519
December 31, 1998, respectively
Other Assets .................................................. 453,952 543,763
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Total Assets .................................................. $ 35,993,132 $ 38,168,919
------------- -------------
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Notes Payable--Affiliates ..................................... $ 14,869,500 $ 14,869,500
Notes Payable ................................................. 6,695,193 7,011,202
Accrued Interest--Affiliates .................................. -- 243,833
Accrued Interest .............................................. 58,919 67,659
Accrued Expenses--Affiliate ................................... 71,118 71,118
Accounts Payable and Accrued Expenses ......................... 895,917 853,189
Deferred Rental Income ........................................ 28,614 --
Distributions Payable ......................................... 45,342 48,875
Minority Interest ............................................. 3,779,262 3,722,131
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Total Liabilities ............................................. 26,443,865 26,887,507
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Stockholders' Equity
Shares of Common Stock, $0.01 Par Value,
5,000,000 Authorized, 2,080,185 Shares Issued ............... 170,663,365 170,663,365
Accumulated Deficit ........................................... (144,905,123) (143,172,978)
Deferred Compensation, 101,183 and 56,883 Shares at
September 30, 1999 and December 31, 1998, respectively ...... (1,720,104) (967,004)
Treasury Stock at Cost, 901,025 and 945,325 Shares at
September 30, 1999 and December 31, 1998, respectively ...... (14,488,871) (15,241,971)
------------- -------------
Total Stockholders' Equity ................................... 9,549,267 11,281,412
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Total Liabilities and Stockholders' Equity .................... $ 35,993,132 $ 38,168,919
------------- -------------
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Book Value Per Share of Common Stock
(1,179,160 and 1,134,860 Shares Outstanding at
September 30, 1999 and December 31, 1998, respectively) ..... $ 8.10 $ 9.94
------------- -------------
------------- -------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
SEMELE GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
INCOME
Income From Lending and Investing Activities:
Interest on Loans Receivable ....................................... $ -- $ 24,705
Income on Investments .............................................. 215,814 290,880
----------- -----------
Total Income From Lending and Investing Activities ................... 215,814 315,585
----------- -----------
Other Income:
Lease Revenue ...................................................... 895,957 28,590
Interest on Note Receivable - Affiliates ........................... 234,447 25,763
Gain on Sale of Equipment .......................................... 17,250 3,400
Other Income ....................................................... 19,132 --
----------- -----------
Total Other Income ................................................... 1,166,786 57,753
----------- -----------
Total Income ......................................................... 1,382,600 373,338
----------- -----------
EXPENSES
Expenses From Property Operating Activities:
Net Loss From Operations of Foreclosed Real Estate Held for Sale ... 473,163 605,094
----------- -----------
Total Expenses From Property Operating Activities .................... 473,163 605,094
----------- -----------
Other Expenses:
Stockholder Expenses ............................................... 31,671 73,960
Directors' Fees, Expenses, and Insurance ........................... 136,773 173,828
Other Professional Fees ............................................ 225,289 84,800
General and Administrative ......................................... 419,103 229,845
Administrative Reimbursement - Affiliate ........................... 113,842 113,201
Interest Expense - Affiliates ...................................... 879,179 391,512
Depreciation and Amortization Expense .............................. 405,839 13,518
Interest Expense ................................................... 407,596 7,067
Recovery of Losses on Loans, Notes and Interest Receivable ......... (77,120) (108,176)
----------- -----------
Total Other Expenses ................................................. 2,542,172 979,555
----------- -----------
Total Expenses ....................................................... 3,015,335 1,584,649
----------- -----------
Net Loss ............................................................. $(1,632,735) $(1,211,311)
----------- -----------
----------- -----------
Net Loss Per Share of Common Stock Basic
(Based on the Weighted Average Number of Shares
Outstanding of 1,156,074 and 1,202,287, respectively) .............. $ (1.41) $ (1.01)
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
SEMELE GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
INCOME
Income From Lending and Investing Activities:
Income on Investments .............................................. 68,315 94,176
----------- -----------
Total Income From Lending and Investing Activities ................... 68,315 94,176
----------- -----------
Other Income:
Lease Revenue ...................................................... 308,399 28,590
Interest on Note Receivable--Affiliates ............................ 79,008 25,763
Gain on Sale of Equipment .......................................... 5,925 3,400
----------- -----------
Total Other Income ................................................... 393,332 57,753
----------- -----------
Total Income ......................................................... 461,647 151,929
----------- -----------
EXPENSES
Expenses From Property Operating Activities:
Net Loss From Operations of Foreclosed Real Estate Held for Sale ... 180,242 247,201
----------- -----------
Total Expenses From Property Operating Activities .................... 180,242 247,201
----------- -----------
Other Expenses:
Stockholder Expenses ............................................... 7,284 39,036
Directors' Fees, Expenses, and Insurance ........................... 44,317 70,459
Other Professional Fees ............................................ 62,218 23,108
General and Administrative ......................................... 216,828 89,955
Administrative Reimbursement--Affiliate ............................ 37,524 37,770
Interest Expense--Affiliates ....................................... 294,270 169,309
Depreciation and Amortization Expense .............................. 135,105 13,518
Interest Expense ................................................... 134,570 7,067
Recovery of Losses on Loans, Notes and Interest Receivable ......... (77,120) --
----------- -----------
Total Other Expenses ................................................. 854,996 450,222
----------- -----------
Total Expenses ....................................................... 1,035,238 697,423
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Net Loss ............................................................. $ (573,591) $ (545,494)
----------- -----------
----------- -----------
Net Loss Per Share of Common Stock Basic
(Based on the Weighted Average Number of Shares
Outstanding of 1,170,889 and 1,176,346, respectively) .............. $ (0.49) $ (0.46)
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
SEMELE GROUP INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON STOCK
-------------------------- ACCUMULATED DEFERRED TREASURY
SHARES AMOUNT DEFICIT COMPENSATION STOCK TOTAL
---------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stockholder's Equity,
December 31, 1998 ................ 2,080,185 $ 170,663,365 $(143,172,978) $ (967,004) $ (15,241,971) $ 11,281,412
Deferred Compensation
44,300 Shares of Stock ........... -- -- -- (753,100) 753,100 --
Distributions Declared
By Subsidiary .................... -- -- (99,410) -- -- (99,410)
Net Loss ........................... -- -- (1,632,735) -- -- (1,632,735)
---------- ------------- ------------- ------------- ------------- -------------
Stockholder's Equity,
September 30, 1999 ............... 2,080,185 $ 170,663,365 $(144,905,123) $ (1,720,104) $ (14,488,871) $ 9,549,267
---------- ------------- ------------- ------------- ------------- -------------
---------- ------------- ------------- ------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
SEMELE GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ...................................................................... $(1,632,735) $(1,211,311)
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:
Depreciation and Amortization Expense ....................................... 405,839 13,518
Minority Interest ........................................................... 57,131 (373)
Net Change In:
Interest Receivable on Loans ................................................ -- 3,565
Rents Receivable ............................................................ 1,521 1,027,638
Accounts Receivable--Affiliates ............................................. (4,749) (1,061,605)
Interest Receivable--Affiliates ............................................. (234,447) (25,763)
Foreclosed Real Estate Held For Sale, Net ................................... (62,802) --
Investment in Partnerships and Trusts ....................................... 280,756 8,607
Other Assets ................................................................ (49,531) (159,578)
Accrued Interest--Affiliates ................................................ (243,833) 60,958
Accrued Interest ............................................................ (8,740) 7,067
Accrued Expenses--Affiliate ................................................. -- (11,396)
Accounts Payable and Accrued Expenses ....................................... 42,728 322,105
Deferred Rental Income ...................................................... 28,614 43,218
----------- -----------
Net Cash Used In Operating Activities ......................................... (1,420,248) (983,350)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Ariston ....................................................... -- (111,067)
Other Investments ........................................................... (750,000) --
Collection of Loans Receivable .............................................. -- 250,000
----------- -----------
Net Cash Provided By (Used In) Investing Activities ........................... (750,000) 138,933
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment for Fractional Shares as a Result of Reverse Stock Split ............ -- (356,098)
Acquisition of Treasury Stock ............................................... -- (354,768)
Principal Payments on Notes Payable ......................................... (316,009) --
Distributions Paid By Subsidiary ............................................ (102,943) --
----------- -----------
Net Cash Used In Financing Activities ......................................... (418,952) (710,866)
----------- -----------
Net Decrease in Cash and Cash Equivalents ..................................... (2,589,200) (1,555,283)
Cash and Cash Equivalents at Beginning of Period .............................. 7,788,124 7,884,593
----------- -----------
Cash and Cash Equivalents at End of Period .................................... $ 5,198,924 $ 6,329,310
----------- -----------
----------- -----------
Supplemental disclosure of cash flow information:
Cash paid during the period for interest .................................... $ 1,539,348 $ 330,554
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE>
SEMELE GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
Readers of this quarterly report should refer to the audited consolidated
financial statements of Semele Group Inc. (the "Company"), formerly known as
Banyan Strategic Land Fund II, for the year ended December 31, 1998, which are
included in the Company's 1998 Annual Report on Form 10-KSB, as certain footnote
disclosures which would substantially duplicate those contained in such audited
statements have been omitted from this report.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at September 30, 1999 and December 31, 1998 and results of operations
for the three and nine month periods ended September 30, 1999 and 1998 have been
made and are reflected.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries and consolidated ventures which
hold title to the Company's property. In August 1998, the Company acquired
Ariston Corporation ("Ariston"), the results of which are consolidated in the
Company's financial statements. All intercompany balances and transactions have
been eliminated in consolidation.
The Company's investment in partnerships and trusts consists of limited
partner or beneficiary interests that represent less than a 20% ownership
interest in the investees and are accounted for using the cost method.
CASH EQUIVALENTS
The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.
2. OTHER ASSETS
Other assets principally include equipment on operating lease and deferred
financing costs, both of which pertain to Ariston. The deferred financing costs
are being amortized over the life of the loan to which they pertain and
equipment on operating leases is being depreciated using the straight-line
method over the equipment's remaining estimated useful life. Rental income and
interest expense associated with equipment on operating leases are recognized as
earned and incurred, respectively. Future minimum rents of $137,346 are due in
the year ending September 30, 2000 in connection with equipment on operating
leases.
In addition, the Company, through its consolidation of Ariston, has an
interest in future rental income from two commercial buildings that are leased
to an investment-grade educational institution. Future minimum lease payments
pertaining to these contracts are as follows:
<TABLE>
<S> <C>
For the year ending September 30, 2000 $ 986,996
2001 1,123,586
2002 1,150,504
2003 313,084
-----------
Total $3,574,170
-----------
-----------
</TABLE>
7
<PAGE>
SEMELE GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
3. NOTES PAYABLE
Through its acquisition of Ariston, the Company acquired a limited
partnership interest in a real estate investment program and assumed related
indebtedness. The note bears a fluctuating interest rate based on Prime plus a
margin and requires quarterly payments of principal and interest. The note
matures on January 15, 2003 and is secured by the associated limited partnership
interest. Repayment of the debt is partially guaranteed by Messrs. Engle and
Coyne. In addition, the Company has consolidated certain additional indebtedness
pertaining to a commercial property leased to an investment-grade educational
institution. The interest rate on this debt is fixed at 7.86%.
Additionally, the Company assumed non-recourse debt, consisting of
installment notes that are collateralized by certain equipment held on operating
leases. The installment notes will be repaid fully by non-cancelable rents
generated by the associated lease agreements. At September 30, 1999, the
interest rate on these obligations was 7.1%.
The annual maturities of all notes payable are as follows:
<TABLE>
<S> <C>
For the year ending September 30, 2000 $ 440,513
2001 495,565
2002 581,620
2003 686,403
2004 449,467
Thereafter 4,041,625
-----------
Total $ 6,695,193
-----------
-----------
</TABLE>
The notes payable balance sheet value approximates fair value at
September 30, 1999.
4. FORECLOSED REAL ESTATE HELD FOR SALE
Rancho Malibu is a 274-acre parcel of undeveloped land north of Malibu,
California ("Project"). On July 1, 1992, a joint venture (the "Venture") between
the Company and Legend Properties, Inc. (f/k/a Banyan Mortgage Investment Fund)
("Legend") acquired title to the property pursuant to a deed in lieu of
foreclosure agreement. The Company owns a 98.6% general partner interest in the
Venture while Legend holds the remaining 1.4% interest as a limited partner. The
Venture's results are consolidated in the accompanying financial statements.
Since 1992, the Venture has been engaged in zoning and entitlement
activities that have been opposed by the City of Malibu and various citizen
groups. The city and a neighboring homeowners association initiated several
legal actions intended to preclude the development of the property, all of which
were ultimately resolved in favor of the Venture or settled during 1998. The
Venture currently is entitled to develop a 46 unit housing community on
approximately 40 acres of the property. The remaining 234 acres will be
allocated as follows: (i) 167 acres will be dedicated to a public agency, (ii)
approximately 47 acres will be deed restricted within privately owned lots and
(iii) approximately 20 acres will be preserved as private open space.
During the nine months ended September 30, 1999, the Venture incurred
approximately $473,000 of costs in connection with Rancho Malibu. The expenses
are primarily related to the Venture's efforts to successfully satisfy a number
of complex requirements imposed by various state, local and federal entities
which requirements must be met prior to commencement of development. These
costs, treated as capital contributions to the Venture by the Company, were
included in total expenses from property operating activities on the Company's
consolidated statements of operations. The Venture also capitalized $62,802 of
costs for transfer development credits during the nine months ended September
30, 1999. At September 30, 1999, the Company's carrying balance for the property
is $10,024,793.
8
<PAGE>
SEMELE GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
5. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
ACQUISITION OF ARISTON CORPORATION
The Company purchased all of the common stock of Ariston from Equis
Financial Group Limited Partnership ("EFG") for cash of $2 million and a
purchase-money note of $10,450,000 (the "Note") on September 1, 1998. The total
fair value of the assets acquired was estimated to be $12,450,000. The Ariston
acquisition was accounted for under the purchase method of accounting and the
balance sheet and statement of operations of Ariston were consolidated effective
September 1, 1998. The Note bears interest at the annualized rate of 7%, payable
quarterly in arrears, and requires principal reductions based upon the cash
flows generated by Ariston. The Note matures on August 31, 2003 and is recourse
only to the common stock of Ariston. The cost of the Ariston acquisition was
allocated on the basis of the estimated fair value of the assets acquired and
liabilities assumed. In October 1998, Ariston declared and paid a cash
distribution of $2,020,000 to the Company. Until the Note is retired, future
cash distributions by Ariston require the consent of EFG.
INDEBTEDNESS
The Company obtained a loan of $4,419,500 from certain affiliates in 1997.
The loan bears interest at an annualized rate of 10% and provides for mandatory
principal reductions, if and to the extent the Company realizes any net cash
proceeds from the sale or refinancing of the Rancho Malibu property.
Notwithstanding the foregoing, the loan is scheduled to mature in full on April
30, 2000. During each of the nine month periods ended September 30, 1999 and
1998, the Company incurred interest expense of $330,554 in connection with this
indebtedness. At September 30, 1999, the carrying value of the note approximates
its estimated fair value.
ADMINISTRATIVE SERVICES
The Company's administrative functions are performed by an affiliate, EFG,
pursuant to an Administrative Services Agreement between the Company and EFG
dated May 7, 1997. EFG is reimbursed at actual cost for expenses it incurs on
the Company's behalf. Administrative expenses consist primarily of professional
and clerical salaries and certain rental expenses. The Company incurred total
administrative costs of $113,842 and $113,201 during the nine month periods
ended September 30, 1999 and 1998, respectively.
6. DEFERRED COMPENSATION
The Company established an incentive compensation plan (the "Plan") for
certain executives (the "Participants"). The Plan provides for all or some of
the Participants' salary to be deferred. All such deferred compensation is held
subject to the claims of creditors of the Company in a "rabbi" trust until paid
to the Participants following the Participants' termination of employment. The
amounts deferred are invested in common stock of the Company. Pursuant to the
Plan, the Participants deferred $180,000 of compensation during each of the nine
months ended September 30, 1999 and 1998 which represented 44,300 and 26,469
shares of common stock, respectively. The deferred amounts were expensed by the
Company during 1999 and 1998 and are included in general and administrative
expenses on the consolidated statements of operations for the nine months ended
September 30, 1999 and 1998.
7. OTHER INVESTMENTS
On May 1, 1999, the Company and certain affiliates formed EFG/Kirkwood
Capital LLC ("EFG/Kirkwood") for the purpose of acquiring preferred and common
stock interests in Kirkwood Associates Inc. ("KAI"). The Company purchased Class
B Interests in EFG/Kirkwood and the other affiliates purchased Class A Interests
in EFG/Kirkwood. Generally, the Class A Interest holders are entitled to certain
preferred returns prior to distributions being paid to the Company, as Class B
Interest holder. KAI owns a ski resort, a local public utility, and land which
is held for development. The resort is located in Kirkwood, California and is
approximately 30 miles from South Lake Tahoe, Nevada. The Company's investment
in EFG/Kirkwood had a cost of $750,000.
9
<PAGE>
SEMELE GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
8. RECOVERY OF LOSSES ON LOANS, NOTES AND INTEREST RECEIVABLE
During 1998, the Company received cash distributions of $18,423 related to
its interest in a liquidating trust established for the benefit of the unsecured
creditors (including the Company) of VMS Realty Partners and its affiliates. In
addition, the Company received $89,753 from its interest in Springtown Partners,
a California limited partnership formed by three land owners, including the
Company, for the purpose of merging land parcels in order to option them to a
third party for use as a wetland mitigation bank. The Company acquired the land
from Anden Group as a result of a loan default, but fully reserved for the asset
as the land was determined to be "undevelopable" due to certain environmental
issues. Since 1993, the Company has sought to realize value from this asset. The
Company has treated both of the above-referenced amounts as a recovery of
amounts previously charged to losses on loans, notes and interest receivable on
its consolidated statement of operations for the nine months ended September 30,
1998.
During 1994, in connection with the restructuring of Anden, the Company was
conveyed an interest in a first mortgage loan collateralized by a parcel of land
located in Hemet, California. The borrower was Hemet Phase IV Partners, L.P.
("Hemet"). The Company also was conveyed a limited partnership interest in
Hemet. During the third quarter of 1999, the Company received $77,120 in
connection with its limited partnership interest in Hemet. The Company has
treated such amount as a recovery of amounts previously charged to losses on
loans, notes and interest receivable on its consolidated statement of operations
for the nine months ended September 30, 1999.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION
GENERAL
Certain statements in this quarterly report that are not historical fact
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Without limiting the foregoing, words
such as "anticipates", "expects", "intends", "plans" and similar expressions are
intended to identify forward-looking statements. These statements are subject to
a number of risks and uncertainties including the Company's ability to
successfully implement a growth-oriented business plan. Actual results could
differ materially from those projected in any forward-looking statements.
The Company, formerly known as Banyan Strategic Land Fund II, currently
holds an ownership interest in a 274 acre land parcel located in Southern
California known as the Rancho Malibu property. The Company also holds a 0.3%
beneficial interest in a liquidating trust, established for the benefit of a
group of unsecured creditors of a previous borrower of the Company. In August
1998, the Company acquired Ariston Corporation ("Ariston"), a holding company
having two investments: (i) a 99% limited partnership interest in AFG Eireann
Limited Partnership, a Massachusetts limited partnership having a tax interest
in a diversified pool of lease contracts owned by an institutional investor and
(ii) a 98% limited partnership interest in Old North Capital Limited
Partnership, a Massachusetts limited partnership with investments in cash and
notes, equipment leases, and limited partnerships that are engaged in either
equipment leasing or real estate. The latter includes two commercial buildings,
one located in Washington D.C. and one in Sydney, Australia that are leased to
an investment-grade educational institution. In May 1999, the Company and
certain affiliates formed EFG/Kirkwood Capital LLC ("EFG/Kirkwood") for the
purpose of acquiring preferred and common stock interests in Kirkwood Associates
Inc. ("KAI"). KAI owns a ski resort, a local public utility, and land which is
held for development. The resort is located in Kirkwood, California and is
approximately 30 miles from South Lake Tahoe, Nevada.
YEAR 2000 ISSUE
The Year 2000 Issue generally refers to the capacity of computer
programming logic to correctly identify the calendar year. Many companies
utilize computer programs or hardware with date sensitive software or embedded
chips that could interpret dates ending in "00" as the year 1900 rather than the
year 2000. In certain cases, such errors could result in system failures or
miscalculations that disrupt the operations of the affected businesses. The
Company uses information systems provided by EFG and has no information systems
of its own. EFG has adopted a plan to address the Year 2000 Issue that consists
of four phases: assessment, remediation, testing, and implementation and has
elected to utilize principally internal resources to perform all phases. EFG has
completed its Year 2000 project at an aggregate cost of less than $50,000 and at
a di minimus cost to the Company. All costs incurred in connection with EFG's
Year 2000 project have been expensed as incurred.
EFG's primary information software was coded by a third party at the point
of original design to use a four digit field to identify calendar year. All of
the Company's lease billings, cash receipts and equipment remarketing processes
are performed using this proprietary software. In addition, EFG has gathered
information about the Year 2000 readiness of significant vendors and third party
servicers and continues to monitor developments in this area. All of EFG's
peripheral computer technologies, such as its network operating system and
third-party software applications, including payroll and electronic banking,
have been evaluated for potential programming changes and have required only
minor modifications to function properly with respect to dates in the year 2000
and thereafter. EFG understands that each of its and the Company's significant
vendors and third-party servicers are in the process, or have completed the
process, of making their systems Year 2000 compliant. Substantially all parties
queried have indicated that their systems are Year 2000 compliant.
Presently, EFG is not aware of any outside customer with a Year 2000 Issue
that would have a material effect on the Company's results of operations,
liquidity, or financial position. The Company's equipment leases were structured
as triple net leases, meaning that the lessees are responsible for, among other
things, (i) maintaining and servicing all equipment during the lease term, (ii)
ensuring that all equipment functions properly and is returned in good
condition, normal wear and tear excepted, and (iii) insuring the assets against
casualty and other events of loss. Non-compliance with lease terms on the part
of a lessee, including failure to address Year 2000 Issues, could result in lost
revenues and impairment of residual values of the Company's equipment assets
under a worst-case scenario.
EFG believes that its Year 2000 compliance plan will be effective in
resolving all material Year 2000 risks in a timely manner and that the Year 2000
Issue will not pose significant operational problems with respect to its
computer systems or result
11
<PAGE>
in a system failure or disruption of its or the Company's business operations.
However, EFG has no means of ensuring that all customers, vendors and
third-party servicers will conform ultimately to Year 2000 standards. The effect
of this risk to the Company is not determinable.
LIQUIDITY AND CAPITAL RESOURCES
During recent years, the Company's operating activities have been limited
to the disposal of certain real estate assets and efforts to secure the
entitlements necessary to develop the Company's Rancho Malibu property. The
Company's cash and cash equivalents balance declined from $7,788,124 at December
31, 1998 to $5,198,924 at September 30, 1999 principally as a result of (i) the
Company's $750,000 investment in EFG/Kirkwood; (ii) interest expense incurred in
connection with the acquisition of Ariston and (iii) costs related to the Malibu
property incurred in an effort to successfully satisfy a number of complex
requirements imposed by various state, local and federal entities which
requirements must be met prior to commencement of development. In addition,
during the nine months ended September 30, 1999, the Company used $316,009 of
cash to repay certain debt obligations assumed in connection with the Ariston
acquisition and $102,943 to pay cash distributions. The latter represents
customary distributions paid to third-parties from a real estate investment in
which Ariston has an ownership interest.
In May 1999, the Company and certain affiliates formed EFG/Kirkwood for the
purpose of acquiring preferred and common stock interests in KAI. In June 1999,
the Company acquired a Class B equity interest in EFG/Kirkwood for $750,000 (see
Note 7). Affiliates of the Company acquired Class A Interests in EFG/Kirkwood
that are entitled to certain preferred returns prior to distribution payments
being paid to the Company, as Class B Interest holder.
The Company's principal future liquidity needs will be dependent upon,
among other things, development plans for the Rancho Malibu property, which
remain pending. In addition, the Company will continue to incur expenses for
professional services and other operating costs. The Company will realize future
cash inflows as a result of the Ariston acquisition, which will be used to
service associated acquisition indebtedness.
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1998:
Total gross income for the nine months ended September 30, 1999 increased
to $1,382,600 from $373,338 for the same period in 1998. The increase in total
gross income from 1998 to 1999 resulted principally from the acquisition of
Ariston and includes (i) rental income from property and equipment on operating
leases and (ii) interest income from a note receivable from affiliates. Interest
income on note receivable from affiliates is subordinate to the affiliate's
repayment of certain institutional indebtedness. Ariston's operating results are
consolidated in the Company's financial statements.
Total gross expenses for the nine months ended September 30, 1999 increased
to $3,015,335 from $1,584,649 for the same period in 1998. The increase of
$1,430,686 was caused mostly by the acquisition of Ariston which includes (i)
interest expense of $548,625 related to a purchase money note to EFG, (ii)
depreciation and amortization expense related to equipment on operating leases
and deferred financing costs, and (iii) interest expense incurred in connection
with equipment on operating leases. Increases in other professional fees and
general and administrative expenses further contributed to the overall increase
in total gross expenses during the nine months ended September 30, 1999 compared
to the same period in 1998. Expenses during 1999 and 1998 include a credit of
$77,120 and $108,176, respectively, reflecting a recovery of amounts previously
charged to losses on loans, notes and interest receivable. The decrease in
property operating expenses for the nine months ended September 30, 1999
resulted from the settlement of the Rancho Malibu litigation in 1998.
The above discussed changes resulted in an increase in the Company's net
loss for the nine months ended September 30, 1999 to $1,632,735 ($1.41 per
share) from $1,211,311 ($1.01 per share) for the same period in 1998. The net
loss per share for the nine months ended September 30, 1999 is based on the
weighted average number of shares outstanding during the period of 1,156,074 as
compared to 1,202,287 for the same period in 1998.
12
<PAGE>
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1998:
Total gross income for the three months ended September 30, 1999 increased
to $461,647 from $151,929 for the same period in 1998. The increase in total
gross income from 1998 to 1999 resulted principally from the acquisition of
Ariston and includes (i) rental income from property and equipment on operating
leases and (ii) interest income from a note receivable from affiliates. Interest
income on note receivable from affiliates is subordinate to the affiliate's
repayment of certain institutional indebtedness. Ariston's operating results are
consolidated in the Company's financial statements.
Total gross expenses for the three months ended September 30, 1999
increased to $1,035,238 from $697,423 for the same period in 1998. The increase
of $337,815 was caused mostly by the acquisition of Ariston which includes (i)
interest expense of $182,875 related to a purchase money note to EFG, (ii)
depreciation and amortization expense related to equipment on operating leases
and deferred financing costs, and (iii) interest expense incurred in connection
with equipment on operating leases. Partially offsetting the increase was a
credit in 1999 of $77,120 reflecting a recovery of amounts previously charged to
losses on loans, notes and interest receivable. Property operating expenses
during the three months ended September 30, 1999 decreased as a result of the
settlement of the Rancho Malibu litigation in 1998.
The above discussed changes resulted in an increase in the Company's net
loss for the three months ended September 30, 1999 to $573,591 ($0.49 per share)
from $545,494 ($0.46 per share) for the same period in 1998. The net loss per
share for the three months ended September 30, 1999 is based on the weighted
average number of shares outstanding during the period of 1,170,889 as compared
to 1,176,346 for the same period in 1998.
13
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) A list of exhibits filed or incorporated by reference is as follows:
3.1 Certificate of Amendment to Amended and Restated Certificate of
Incorporation (filed with the Securities and Exchange Commission as
Exhibit (3.1) to the Registrant's Quarterly Report on Form 10-QSB for
the quarter ended September 30, 1998 and incorporated by reference)
3.2 Restated Certificate of Incorporation (filed with the Securities and
Exchange Commission as Exhibit (3)(i) to the Registrant's Report on
Form 8-K dated October 21, 1997 and incorporated by reference)
3.3 Amended and Restated By-Laws (filed with the Securities and Exchange
Commission as Exhibit (3)(ii) to the Registrant's Report on Form 8-K
dated October 21, 1997 and incorporated by reference)
4 Form of new stock certificate (filed with the Securities and Exchange
Commission as Exhibit (4) to the Registrant's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1997 and incorporated by
reference)
10.1 Executive Employment Agreement for Gary D. Engle (filed with the
Securities and Exchange Commission as Exhibit 10.1 to the Registrant's
Annual Report on Form 10-KSB for the year ended December 31, 1997 and
incorporated by reference)
10.2 Executive Employment Agreement for James A. Coyne (filed with the
Securities and Exchange Commission as Exhibit 10.2 to the Registrant's
Annual Report on Form 10-KSB for the year ended December 31, 1997 and
incorporated by reference)
10.3 Amended 1994 Executive and Director Stock Option Plan (filed with the
Securities and Exchange Commission as Exhibit 10.3 to the Registrant's
Annual Report on Form 10-KSB for the year ended December 31, 1997 and
incorporated by reference)
10.4 Incentive Compensation Plan (filed with the Securities and Exchange
Commission as Exhibit 10.4 to the Registrant's Annual Report on Form
10-KSB for the year ended December 31, 1997 and incorporated by
reference)
10.5 Trust under Semele Group Inc. Incentive Compensation Plan (filed with
the Securities and Exchange Commission as Exhibit 10.5 to the
Registrant's Annual Report on Form 10-KSB for the year ended December
31, 1997 and incorporated by reference)
10.6 Qualified Stock Option Agreement Executive Option Grant Program dated
December 30, 1997 between Semele Group Inc. and Gary D. Engle (filed
with the Securities and Exchange Commission as Exhibit 10.6 to the
Registrant's Annual Report on Form 10-KSB for the year ended December
31, 1997 and incorporated by reference)
10.7 Qualified Stock Option Agreement Executive Option Grant Program dated
December 30, 1997 between Semele Group Inc. and James A. Coyne (filed
with the Securities and Exchange Commission as Exhibit 10.7 to the
Registrant's Annual Report on Form 10-KSB for the year ended December
31, 1997 and incorporated by reference)
10.8 Director Stock Option Agreement Director Option Grant Program (filed
with the Securities and Exchange Commission as Exhibit 10.8 to the
Registrant's Annual Report on Form 10-KSB for the year ended December
31, 1997 and incorporated by reference)
14
<PAGE>
10.9 Amendment to Director Stock Option Agreement Director Option Grant
Program dated December 30, 1997 between Semele Group Inc. and Gerald L.
Nudo (filed with the Securities and Exchange Commission as Exhibit 10.9
to the Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1997 and incorporated by reference)
10.10 Amendment to Director Stock Option Agreement Director Option Grant
Program dated December 30, 1997 between Semele Group Inc. and Robert M.
Ungerleider (filed with the Securities and Exchange Commission as
Exhibit 10.10 to the Registrant's Annual Report on Form 10-KSB for the
year ended December 31, 1997 and incorporated by reference)
10.11 Amendment to Director Stock Option Agreement Director Option Grant
Program dated December 30, 1997 between Semele Group Inc. and Walter E.
Auch (filed with the Securities and Exchange Commission as Exhibit
10.11 to the Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1997 and incorporated by reference)
10.12 Third Amended and Restated Employment Agreement for Leonard G. Levine
dated May 1, 1997 (filed with the Securities and Exchange Commission as
Exhibit (10)(i) to the Registrant's Quarterly Report on Form 10-QSB for
the quarter ended September 30, 1997 and incorporated by reference)
10.13 Amendment No. 1 to Exchange Agreement dated August 7, 1997 (filed with
the Securities and Exchange Commission as Exhibit (10)(ii) to the
Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1997 and incorporated by reference)
10.14 Exchange Agreement dated April 30, 1997 by and among AFG Hato Arrow
Limited Partnership, AFG Dove Arrow Limited Partnership, AIP/Larkfield
Limited Partnership, Equis Exchange LLC, Equis Financial Group Limited
Partnership and the Registrant and related exhibits (filed with the
Securities and Exchange Commission as Exhibit (10)(i) to the
Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1997 and incorporated by reference)
10.15 Directors Stock Option Agreement dated July 15, 1994
10.16 Executive Stock Option Agreements dated July 1, 1994, July 11, 1995 and
April 16, 1996
10.17 Agreement for Purchase and Sale of Stock dated August 31, 1998 between
Semele Group Inc. and Equis Financial Group Limited Partnership (filed
with the Securities and Exchange Commission as Exhibit (10)(17) to the
Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1998 and incorporated by reference)
10.18 Promissory Note dated August 31, 1998 between Semele Group Inc. and
Equis Financial Group Limited Partnership (filed with the Securities
and Exchange Commission as Exhibit (10)(18) to the Registrant's
Quarterly Report on Form 10-QSB for the quarter ended September 30,
1998 and incorporated by reference)
10.19 Security Agreement dated August 31, 1998 between Semele Group Inc. and
Equis Financial Group Limited Partnership (filed with the Securities
and Exchange Commission as Exhibit (10)(19) to the Registrant's
Quarterly Report on Form 10-QSB for the quarter ended September 30,
1998 and incorporated by reference)
21 Subsidiaries of the Company
27 Financial Data Schedule (such schedule is not deemed filed as part of
this report)
99.1 Press Release dated October 21, 1997 (filed with the Securities and
Exchange Commission as Exhibit (99)(i) to the Registrant's Report on
Form 8-K dated October 21, 1997 and incorporated by reference)
(b) No report on Form 8-K was filed by the Registrant during the quarter
ended September 30, 1999.
15
<PAGE>
SIGNATURES
PURSUANT to the requirements of the Exchange Act, the Issuer has duly caused
this Report to be signed on its behalf by the undersigned thereunto duly
authorized.
SEMELE GROUP INC.
By: /s/ Gary D. Engle Date: November 4, 1999
----------------------------------------
Gary D. Engle, Chairman, Chief Executive
Officer and Director
By: /s/ Gary M. Romano Date: November 4, 1999
----------------------------------------
Gary M. Romano, Vice President and
Chief Financial Officer
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEMELE
GROUP INC.'S FORM 10-QSB FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-QSB.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 5,198,924
<SECURITIES> 0
<RECEIVABLES> 3,186,442
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,299,842
<PP&E> 22,799,815
<DEPRECIATION> 0
<TOTAL-ASSETS> 35,993,132
<CURRENT-LIABILITIES> 1,540,423
<BONDS> 21,124,180
9,549,267
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 35,993,132
<SALES> 0
<TOTAL-REVENUES> 1,382,600
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,015,335
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,632,735)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,632,735)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,632,735)
<EPS-BASIC> (1.41)
<EPS-DILUTED> (1.41)
</TABLE>
