THIS DOCUMENT IS A COPY OF EXHIBITS 11.1 AND 11.2 - STATEMENT RE
COMPUTATION OF PER SHARE EARNINGS FOR THE THREE AND SIX MONTH PERIODS ENDING
AUGUST 31, 1997, RESPECTIVELY, AND EXHIBITS 27.1 AND 27.2 - FINANCIAL DATA
SCHEDULE FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1997 AND AMENDED FINANCIAL
DATA SCHEDULE FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1996 FILED ON OCTOBER
15, 1997 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1997
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: 0-1460
ANDERSEN GROUP, INC.
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CONNECTICUT 06-0659863
(Address of Principal Executive Offices)
1280 Blue Hills Avenue, Bloomfield, CT 06002-1374
(860) 242-0761
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 ____
There were 1,934,478 shares of the Registrant's Common Stock, no par value,
outstanding as of October 15, 1997.
<PAGE>
Explanatory Note: This Amended Form 10-Q/A is being filed for the purpose of
submitting the Exhibits required to be included in Item 6 of Part II - Other
Information but which were unable to be filed electronically in our Form 10-Q
for the Quarterly Period Ended August 31, 1997 which was filed on October 15,
1997.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits required by Item 601 of Regulation S-K:
Exhibit 11.1 - Statement Re Computation of Per Share Earnings
for the three months ended August 31, 1997.
Exhibit 11.2 - Statement Re Computation of Per Share Earnings for
the six months ended August 31, 1997.
Exhibit 27.1 - Financial Data Schedule for the six months
ended August 31, 1997.
Exhibit 27.2 - Amended Financial Data Schedule for the six months
ended August 31, 1996.
(b) No reports on Form 8-K were filed during the quarter ended August 31, 1997.
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.
ANDERSEN GROUP, INC.
By: /s/ Oliver R. Grace, Jr.
Oliver R. Grace, Jr.
President and Chief Executive Officer
Date: October 21, 1997
ANDERSEN GROUP, INC.
By: /s/ Andrew M. O'Shea
Andrew M. O'Shea
Treasurer
Date: October 21, 1997
<PAGE>
Andersen Group, Inc.
Form 10-Q/A
Quarterly Period Ended August 31, 1997
Exhibit Index
P Exhibit 11.1 - Statement Re Computation of Per Share Earnings
for the three months ended August 31, 1997.
P Exhibit 11.2 - Statement Re Computation of Per Share Earnings for
the six months ended August 31, 1997.
P Exhibit 27.1 - Financial Data Schedule for the six months
ended August 31, 1997.
P Exhibit 27.2 - Amended Financial Data Schedule for the six months
ended August 31, 1996.
P= Filed in paper pursuant to a Rule 201 temporary hardship exemption.
Exhibit 11.1
ANDERSEN GROUP, INC.
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
FOR THE THREE MONTHS ENDED AUGUST 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NUMBER OF SHARES OF
COMMON STOCK AND
COMMON STOCK
EQUIVALENTS
OUTSTANDING
NET INCOME
Calculation of Primary Earnings Per Share:
Unadjusted amounts $2,040,000 1,934,478
Impact of exercise of stock options,
Net of treasury shares that could be
Repurchased using average price of
Common stock of $6.03 per share - 22,256
------------------ -----------
$2,040,000 1,956,734
========== =========
Primary Earnings Per Share $1.04
Calculation of Fully Diluted Earnings Per Share:
Unadjusted amounts $2,040,000 1,934,478
Impact of conversion of 10.5%
Convertible Subordinated Debentures 94,000 370,322
Impact of conversion of
Preferred Stock 97,000 496,227
Impact of exercise of stock
Options, net of treasury shares
That could be repurchased using
Period end price of $6.75 per share - 26,329
------------------ ------------
$2,231,000 2,827,356
========== =========
Fully Diluted Earnings Per Share $0.79
</TABLE>
Exhibit 11.2
ANDERSEN GROUP, INC.
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
FOR THE SIX MONTHS ENDED AUGUST 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NUMBER OF SHARES OF
COMMON STOCK AND
COMMON STOCK
EQUIVALENTS
OUTSTANDING
NET INCOME
Calculation of Primary Earnings Per Share:
Unadjusted amounts $2,181,000 1,934,478
Impact of exercise of stock options,
net of treasury shares that could be
repurchased using average price of
stock of $5.55 per share - 18,967
------------------ -----------
$2,181,000 1,953,445
========== =========
Primary Earnings Per Share $1.12
Calculation of Fully Diluted Earnings Per Share:
Unadjusted amounts $2,181,000 1,934,478
Impact of conversion of 10.5%
Convertible Subordinated Debentures 189,000 370,322
Impact of conversion of
Preferred Stock 209,000 496,227
Impact of exercise of stock
options, net of treasury shares
that could be repurchased using
period end price of $6.75 per share - 26,329
------------------ ------------
$2,579,000 2,827,356
========== =========
Fully Diluted Earnings Per Share $0.91
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE SIX-MONTH PERIOD ENDED AUGUST 31, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
Exhibit 27.1
ANDERSEN GROUP, INC.
FINANCIAL DATA SCHEDULE
COMMERCIAL AND INDUSTRIAL COMPANIES
ARTICLE 5 OF REGULATION S-X
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAR-01-1997
<PERIOD-END> AUG-31-1997
<CASH> 2,673
<SECURITIES> 10,267
<RECEIVABLES> 3,682
<ALLOWANCES> (232)
<INVENTORY> 9,080
<CURRENT-ASSETS> 25,630
<PP&E> 21,954
<DEPRECIATION> (12,315)
<TOTAL-ASSETS> 42,309
<CURRENT-LIABILITIES> 10,967
<BONDS> 6,877
0
4,750
<COMMON> 2,103
<OTHER-SE> 13,725
<TOTAL-LIABILITY-AND-EQUITY> 42,309
<SALES> 14,364
<TOTAL-REVENUES> 18,382
<CGS> 9,219
<TOTAL-COSTS> 14,419
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 42
<INTEREST-EXPENSE> 489
<INCOME-PRETAX> 3,963
<INCOME-TAX> 1,585
<INCOME-CONTINUING> 2,378
<DISCONTINUED> 0
<EXTRAORDINARY> 37
<CHANGES> 0
<NET-INCOME> 2,181
<EPS-PRIMARY> 1.12
<EPS-DILUTED> 0.91
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE REGISTRANT'S FORM 10-Q FOR THE SIX-MONTH PERIOD ENDING AUGUST 31, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
Exhibit 27.2
ANDERSEN GROUP, INC.
AMENDED FINANCIAL DATA SCHEDULE
COMMERCIAL AND INDUSTRIAL COMPANIES
ARTICLE 5 OF REGULATION S-X
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> MAR-01-1996
<PERIOD-END> AUG-31-1996
<CASH> 2,908
<SECURITIES> 4,335
<RECEIVABLES> 4,079
<ALLOWANCES> (178)
<INVENTORY> 7,082
<CURRENT-ASSETS> 18,332
<PP&E> 17,298
<DEPRECIATION> (8,303)
<TOTAL-ASSETS> 36,610
<CURRENT-LIABILITIES> 6,768
<BONDS> 7,657
0
5,309
<COMMON> 2,103
<OTHER-SE> 11,525
<TOTAL-LIABILITY-AND-EQUITY> 36,610
<SALES> 13,333
<TOTAL-REVENUES> 13,592
<CGS> 8,592
<TOTAL-COSTS> 13,184
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 58
<INTEREST-EXPENSE> 401
<INCOME-PRETAX> 408
<INCOME-TAX> (163)
<INCOME-CONTINUING> 245
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
