UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 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: 0-1460
ANDERSEN GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 06-0659863
(State or other jurisdiction of incorporation or organization) (I.R.S.
Employer Identification No.)
515 Madison Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
(212) 826-8942
(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 ____
As of July 8, 1999, there were 1,932,116 shares of the Registrant's
$.01 par value common stock outstanding.
Title Outstanding
Common Stock, $0.01 par value per share Authorized 6,000,000 shares;
Issued 1,958,478
ANDERSEN GROUP, INC.
FORM 10-Q
TABLE OF CONTENTS
Page No.
Part I - Financial Information
Item 1 - Financial Statements:
Consolidated Balance Sheets
May 31, 1999 and February 28, 1999 3
Consolidated Statements of Operations for the
Three Months Ended May 31, 1999 and 1998 4
Consolidated Statements of Cash Flows for the
Three Months Ended May 31, 1999 and 1998 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 10
Part II - Other Information
Item 1 - Legal Proceedings 11
Item 4 - Submission of Matters to a Vote of Security Holders 11
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 13
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
<TABLE>
<S><C> <C> <C> <C> <C>
ANDERSEN GROUP, INC.
Consolidated Balance Sheets
(In thousands)
May 31, 1999 February 28, 1999
------------ -----------------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 3,125 $ 2,541
Marketable securities 6,382 6,014
Accounts and other receivables less
allowances of $118 and $110 4,620 4,098
Inventories 6,495 7,821
Prepaid expenses and other assets 121 100
------- -------
Total current assets 20,743 20,574
Property, plant and equipment, net 9,132 9,305
Prepaid pension expense 5,058 5,033
Investments 206 206
Other assets 2,157 2,001
------- -------
$37,296 $37,119
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 443 $ 443
Short-term borrowings 1,353 2,356
Accounts payable 1,480 659
Other current liabilities 1,263 1,501
Deferred income taxes 885 582
------ ------
Total current liabilities 5,424 5,541
Long-term debt, less current maturities 3,700 3,729
Subordinated note payable, net of unamortized discount 7,336 7,329
Other liabilities 1,944 1,902
Deferred income taxes 2,189 2,189
------ ------
Total liabilities 20,593 20,690
------ ------
Commitments and contingencies
Stockholders' equity:
Cumulative convertible preferred stock 4,769 4,769
Common stock 20 20
Treasury stock (121) (142)
Receivable from officer (250) (250)
Additional paid-in capital 5,332 5,339
Retained earnings 6,953 6,693
------- ------
Total stockholders' equity 16,703 16,429
------- -------
$37,296 $37,119
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<S><C> <C> <C>
ANDERSEN GROUP, INC.
Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
Three months ended
May 31, 1999 May 31, 1998
------------ ------------
Revenues:
Net sales $ 7,298 $ 7,685
Investment and other income 903 146
------- -------
8,201 7,831
------- -------
Costs and expenses:
Cost of sales 4,953 5,170
Selling, general and administrative 1,696 1,624
Research and development 572 487
Interest expense 388 461
------- ------
7,609 7,742
------- ------
Income before income taxes 592 89
Income tax expense 236 36
------- ------
Net income 356 53
Preferred dividends (96) (103)
------- ------
Income (loss) applicable to common shares $ 260 ($ 50)
======= ======
Earnings (loss) per common share:
Basic $0.13 ($0.03)
======= ======
Diluted $ 0.13 ($0.03)
======= ======
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
ANDERSEN GROUP, INC.
Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
Three months ended
May 31, 1999 May 31, 1998
------------ ------------
Cash flows from operating activities:
Net income $ 356 $ 53
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation, amortization and accretion 358 367
Deferred income taxes 303 (158)
Pension income (25) (70)
Net (gains) losses from marketable securities
and investments (645) 229
Purchases of marketable securities (113) (1,405)
Proceeds from sales of marketable securities 390 570
Changes in operating assets and liabilities:
Accounts and other receivables (522) (718)
Inventories 1,326 2,568
Prepaid expenses and other assets (66) (18)
Accounts payable 821 (305)
Accrued liabilities and other long-term obligations (241) (112)
------- ------
Net cash provided by operating activities 1,942 1,001
-------- -------
Cash flows from investing activities:
Purchases of property and equipment (244) (343)
Proceeds from sale of Ultrasonics segment - 2,400
------ ------
Net cash (used in) provided by investing activities (244) 2,057
------ ------
Cash flows from financing activities:
Principal payments on long-term debt (29) (52)
Repayment of short-term debt, net (1,003) (1,231)
Stock options exercised - 23
Net sale (purchase) of treasury stock 14 (42)
Preferred dividends paid (96) (112)
------ ------
Net cash used in financing activities (1,114) (1,414)
------- ------
Net increase in cash and cash equivalents 584 1,644
Cash and cash equivalents - beginning of period 2,541 2,516
------- ------
Cash and cash equivalents - end of period $ 3,125 $4,160
======= ======
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
ANDERSEN GROUP, INC.
Notes to Consolidated Financial Statements
(1) Accounting Policies
The accompanying interim financial statements and related notes should
be read in conjunction with the Consolidated Financial Statements of Andersen
Group, Inc. and related notes as contained in the Annual Report on Form 10-K for
the fiscal year ended February 28, 1999. The interim financial statements
include all adjustments (consisting only of normal recurring adjustments) and
accruals necessary in the judgment of management for a fair presentation of such
statements. In addition, certain reclassifications have been made to the prior
period financial information so that it conforms to the current period
presentation.
(2) Marketable Securities
Marketable securities consisted of the following (in thousands):
<TABLE>
<S> <C> <C> <C>
May 31, 1999 February 28, 1999
------------ -----------------
Common stock of savings banks $5,484 $5,362
F M Emerging Russia Fund 508 294
Portfolio of Ukraine stocks 258 108
Common stock of Bank Handlowy 258 217
Renaissance Russian Bond Fund 78 98
Valuation reserve - foreign investments (204) (65)
------- ------
$6,382 $6,014
======= =======
At May 31, 1999, the valuation reserve includes approximately $101,000 relating
to the Company's investment in the FM Emerging Russia Fund to provide for
liquidity and volatility concerns. At February 28, 1999, this fund was recorded
at 10% of its original cost as a result of a significant decline in the market
value for Russian securities and increased liquidity concerns as a result of
market conditions for these securities. Accordingly, no amount was reflected as
a valuation reserve at that date. The remaining valuation reserve has been
established for the portfolio of Ukrainian common stock and for the investment
in Bank Handlowy, which is a financial institution based in Poland.
(3) Inventories
Inventories consisted of the following (in thousands):
May 31, 1999 February 28, 1999
------------ -----------------
Raw material $ 1,096 $ 3,498
Work in process 4,720 4,661
Finished goods 3,727 2,710
------- -------
9,543 10,869
LIFO Reserve 3,048 3,048
------- -------
$ 6,495 $ 7,821
======= =======
</TABLE>
(4) Income Taxes
Income tax expense represents an estimate of the effective income tax
rate for the current fiscal year.
(5) Earnings Per Share
Earnings per share are computed based on the weighted average number of
common and common equivalent shares outstanding. Diluted net income per share
assumes full conversion of all convertible securities into common stock at the
later of the beginning of the year or date of issuance, unless antidilutive. For
the three-month period ended May 31, 1999, the effect of such conversions has
been antidilutive.
(6) Business Segments and Export Sales
During the three months ended May 31, 1999, the Company operated in two
segments, Electronics, which comprises the operations of The J.M. Ney Company
(J.M. Ney), and Corporate, which includes the Company's investments, real estate
and corporate administrative activities. Operating income consists of net sales,
investment and other income, less cost of sales and selling, general and
administrative expenses directly allocated to the industry segments. Corporate
revenues consist of investment and other income not attributable to J.M. Ney.
Corporate identifiable assets include marketable securities and short-term
investments, and assets not directly attributable to J.M. Ney.
Summarized financial information for business segments is as follows (in
thousands):
<TABLE>
<S> <C> <C> <C>
Three months ended: May 31, 1999 May 31, 1998
------------ ------------
Revenues:
Electronics $7,366 $7,661
Corporate 835 170
------ ------
$8,201 $7,831
------ ------
Operating income (loss):
Electronics $ 686 $1,036
Corporate 294 (486)
------ -----
$ 980 $ 550
------ -----
Interest expense:
Electronics $ 269 $ 342
Corporate 119 119
------ -----
$ 388 $ 461
------ -----
Depreciation, amortization and accretion:
Electronics $ 328 $ 331
Corporate 30 36
------ -----
$ 358 $ 367
------ -----
Capital expenditures:
Electronics $ 244 $ 335
Corporate - 8
------ -----
$ 244 $ 343
------ -----
As of: May 31, 1999 February 28, 1999
------------ -----------------
Identifiable assets:
Electronics $25,707 $25,900
Corporate 11,589 11,219
------- -------
$37,296 $37,119
------- -------
</TABLE>
Export sales for the three months ended May 31, 1999 and 1998 were
$1,165,000 and $1,091,000, respectively. Such sales were made primarily to
customers in Europe and the Pacific Rim.
During the three months ended May 31, 1999, sales to a customer accounted for
19.1% of net sales. During the three months ended May 31, 1998 sales to this
customer and another customer accounted for 12.0% and 10.3% of net sales,
respectively.
(7) Related Party Transactions
At May 31, 1999, the Company held a $200,000 note receivable due in
January 2001, and a $50,000 demand note receivable, both of which bear interest
at 7% per annum. The receivables arose in the prior fiscal year for the purchase
of 62,500 shares of the Company's common stock by an executive officer of the
Company. These amounts are presented in the Stockholders' Equity section of the
Consolidated Balance Sheet.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
For the three months ended May 31, 1999, the Company recorded net income
applicable to common shareholders of $260,000, or $0.13 per share, basic and
diluted. During the prior fiscal year's first quarter, the Company reported a
net loss applicable to common shareholders of $50,000, or $0.03 per share, basic
and diluted.
REVENUES
Total revenue for the quarter ended May 31, 1999 of $8,201,000 represent a 4.7%
increase over revenues for the comparable period in the prior fiscal year. This
increase was due to a $757,000 increase in Investment and Other Income, which
was partially offset by a 5.0% decline in sales from The J.M. Ney Company (JM
Ney).
Lower sales to JM Ney's former dental affiliate as a result of the expiration in
November 1998 of a three-year exclusive manufacturing agreement, and lower
billings for tooling dies, contributed to the lower sales. Sales of all other
products increased slightly, although, a portion of the increase reflects higher
selling prices for products containing palladium. During the first quarter,
palladium prices averaged approximately $346 per troy ounce, compared with
approximately $314 per troy ounce during the prior fiscal year's first quarter.
During the most recent quarter, products sold by JM Ney contained approximately
6,250 troy ounces of palladium.
Investment and other income totaled $903,000 for the three months ended May 31,
1999, as compared to a net of $146,000 of such income for the quarter ended May
31, 1998. Significant components of these revenues during each period were as
follows (in thousands):
<TABLE>
<S> <C> <C> <C>
Three Months ended
May 31, 1999 May 31, 1998
------------ ------------
Net gains from domestic investment portfolio $ 379 $ 334
Net gains (losses) from Russian and
Eastern European portfolio 266 (561)
Interest and dividends 43 82
Rental income 116 132
Other, net 99 159
----- -----
$ 903 $ 146
===== =====
</TABLE>
The domestic and foreign portfolio gains are comprised of $85,000 of
realized gains and $560,000 of changes in unrealized gains. Other income for the
three month periods ended May 31, 1999 and 1998 includes $52,000 and $85,000,
respectively, of precious metal hedging financing charges by JM Ney to its
refining customers. During the most recent quarter, the cost of financing such
hedging program, particularly for palladium, decreased, and accordingly, charges
to customers also were reduced.
COST OF SALES
Cost of sales during the three months ended May 31, 1999 represented 67.9% of
net sales, versus costs of sales during the prior fiscal year's first quarter
which were 67.3% of net sales. The modest decline in the average gross margin
from 32.7% to 32.1% was the result of higher palladium prices, which were passed
on in the form of higher selling prices, but without the same degree of mark-up,
lower pension income, and a higher mix of materials product line sales, which
generally have lower average margins. Increased margins from refining
transactions contributed to reducing the effect of other factors.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses for the three months ended May 31,
1999 totaled $1,696,000, which is an increase of 4.4% from the prior fiscal
year's first quarter, which is consistent with general wage increases and
increases in ongoing costs added during the prior year.
RESEARCH AND DEVELOPMENT EXPENSES
Research, development and engineering expenses during the three months ended May
31, 1999 totaled $572,000, which represents a 17.5% increase from the prior
year. Additional engineering positions to expand JM Ney's technical capabilities
contributed to the overall increase.
INTEREST EXPENSE
Interest expense during the three months ended May 31, 1999 totaled $388,000,
which is 15.8% lower than the costs incurred during the first quarter of the
prior fiscal year. Lower interest costs from the Company's 10 1/2% debentures
are a result of the annual redemption in October as well as lower lease rates
for palladium hedges factored into the decline in this expense.
INCOME TAX EXPENSE Income taxes have been accrued based upon estimated
effective tax rates. As a result of this increase in unrealized gains and
recognition for book purposes of previously taxed income, $303,000 of the
estimated provision in the current quarter has been recorded to deferred taxes.
LIQUIDITY AND CAPITAL RESOURCES
At May 31, 1999, the Company's consolidated cash and marketable securities
totaled $9,507,000, which is a 9.8% increase from February 28, 1999 levels.
Reduction in JM Ney's inventory levels and increases in the values of the
Company portfolio of marketable securities contributed to increasing these
current assets. In addition, short-term borrowing was reduced by more than $1
million from seasonal inventory reductions.
As a result of covenants contained in its borrowing agreements, JM Ney is
restricted from paying dividends or otherwise transferring funds to the Company
outside the ordinary course of business except as defined in certain covenants.
At May 31, 1999, JM Ney's working capital was $9,152,000, or 60.0% of
consolidated net current assets, and its net worth, net of a $4 million
subordinated note payable to the Company, totaled $7,241,000 or 43.5% of the
Company's consolidated total.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements, which are subject to a number
of risks and uncertainties that may cause actual results to differ materially
from expectations. Those uncertainties include, but are not limited to the
following:
The Company has expanded its investment and business development activities in
Russia and Eastern Europe. Economic and political developments in these
countries could significantly impact both the return on and the return of
capital employed in these regions. The price and volatility of precious metals,
particularly palladium and gold, could impact the market for many of JM Ney's
products, as users substitute less expensive materials.
YEAR 2000 ISSUE
The Year 2000 problems stem from three main issues: two-digit date storage, leap
year calculations, and special meanings for dates (i.e., 9/9/99). There is not a
simple solution to the Year 2000 issue due to the fact that the use of dates for
calculations is pervasive throughout software and the use of these calculations
is not standardized.
STATE OF READINESS
The Company has formalized a comprehensive Year 2000 plan that encompasses its
products, vendors, customers, manufacturing equipment, technical infrastructure,
facilities, telecommunications, and business systems. The plan consists of the
following phases: inventory, assessment, remediation, testing, implementation,
and contingency plan for each area. The plan also contains the cost associated
with providing Year 2000 solutions for each area. The Company's plan has been
viewed favorably by a Year 2000 consulting firm, which reviewed each element of
the plan.
The Company has completed the process of identifying and assessing the extent to
which the Year 2000 issue will affect its products, vendors, customers,
manufacturing equipment, technical infrastructure, facilities,
telecommunications, and business systems. To date, most of the financial and
operational effort has been expended in implementing Year 2000-compliant
solutions for JM Ney's enterprise resource planning (ERP) systems, and technical
infrastructure. This effort was completed in October, 1998. The Company is now
in the process of remediation, testing, and implementation of Year
2000-compliant solutions for its manufacturing equipment, facilities, and some
minor business systems. These processes are scheduled to be complete by
September 1999.
COSTS
Through May 31, 1999 approximately $650,000 has been expended on Year 2000
project, including approximately $41,000 expended in the first quarter of
FY2000. Additional Year 2000 expenses to be incurred have been estimated to
total approximately $150,000. However, there can be no assurance that the
Company will not incur any unanticipated costs in completing its Year 2000
compliance project, due to the difficulty in determining remediation for
non-compliant manufacturing equipment.
RISKS
The Company views its greatest area of exposure as being the degree of
compliance of some of JM Ney's manufacturing equipment. There are machines that
do not have blueprints, and information regarding the programmable logic
controls is not always easy to obtain. These same machines do not have a
mechanism to change the date, nor do they display or print a date. These same
reasons could be a positive indicator to support the idea that they are not
date-sensitive machines. JM Ney will be performing extensive tests on all
manufacturing equipment during the second fiscal quarter of FY2000. Other risks
relate to the degree of readiness of the Company's vendors, suppliers,
customers, and other third parties. Any failure by these parties to ensure their
Year 2000 compliance could have an adverse effect on our position.
CONTINGENCY
The Company will continue to develop its contingency strategies for every area.
Special attention will be paid to the manufacturing and third party disciplines.
The Company is evaluating the responses from its single-source and critical
suppliers, and will be requesting updates from these suppliers as the year
progresses. Additional, or second sources will be identified for those suppliers
who fail to provide sufficient Year 2000 information or who are not compliant by
September 1999.
Based upon a comprehensive review of exposure areas, the Company believes that
manufacturing and other operational and administrative activities will not be at
significant risk due to the Year 2000 problem.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company and JM Ney are exposed to market risk from changes in equity
security prices, certain commodity prices, interest rates and from factors that
impact equity investments in Russia, the Ukraine and Poland, as discussed in the
Company's Annual Report on Form 10-K for the year ended February 28, 1999. The
following information is presented to update the status of the identified risks.
EQUITY SECURITIES RISK
At May 31, 1999, the Company's portfolio of savings bank stocks had a market
value of $5,484,000, part of which has been pledged as security for a margin
loan of $1,353,000.
FOREIGN INVESTMENT RISK
The Company has a trading portfolio of Russian, Ukrainian and Polish investments
with market values totaling $624,000 and a net reported value of $441,000. In
addition, as a result of the receipt of an additional in a series of anticipated
liquidating distributions, JM Ney's investment in a Russian bond fund has been
reduced to approximately $78,000.
COMMMODITY RATE RISK
During the quarter ended May 31, 1999, the market price for gold declined from
$287 per troy ounce to $268 per troy ounce, while the market price of palladium
declined from $351 per ounce to $338 per ounce, although it ranged in price from
a high of $384 to a low of $285 per ounce. Such fluctuations impact selling
prices and can affect reported profitability.
INTEREST RATE RISK
The interest cost of JM Ney's use of precious metal hedges in the form of
consignment borrowing in recent years has experienced significant fluctuations.
During the first quarter, the interest costs of such arrangements fell from 38%
per annum to 5% per annum. During the quarter, JM Ney also reduced surcharges to
its customers that were instituted to offset the cost of hedging the purchases
of precious metals from refining customers.
Part II. Other Information
Item 1. Legal Proceedings
Morton International, Inc. v. A.E. Staley Mfg. Co. et al. and Velsicol
Chemical Corp. v. A.E. Staley Mfg. Co. et al
As originally reported in the Company's Form 10-K for the year ended February
28, 1997, in July 1996, two companion lawsuits were filed in the United States
District Court for the District of New Jersey, by various owners and operators
of the Ventron-Velsicol Superfund Site (Site). The lawsuits, which were
subsequently consolidated, were filed under the Comprehensive Environmental
Resource Compensation and Liability Act (CERCLA), the Resource Conservation and
Recovery Act, the New Jersey Spill Act and New Jersey common law, alleging that
the defendants (over 100 companies, including J.M. Ney) were generators of
certain wastes allegedly processed at the site. The lawsuits seek recovery of
costs incurred and a declaration of future liability for costs to be incurred by
the owners and operators in studying and remediating the Site.
Based on preliminary disclosure of information relating to the claims made by
plaintiffs and defendants, J.M. Ney, which produced and refined precious metals
used in dental amalgams, is one of the smaller parties to have had any
transactions with one of the plaintiff's predecessors in interest. However,
under both CERCLA and the New Jersey Spill Act, a party is jointly and severally
liable, unless there is a basis for divisibility. At this time, there is
insufficient information to determine the appropriate allocation of costs as
between or among the defendant group, if liability to the generator defendants
is ultimately proven. Moreover, because of the incomplete status of discovery,
the Company is unable to predict the probable outcome of the lawsuit, whether
favorable or unfavorable, and has no basis to ascertain a range of loss, should
any occur, with respect to an outcome that might be characterized as
unfavorable.
The Company continues to investigate whether any liability, which may accrue at
some future date, may be subject to reimbursement in whole or in part from
insurance proceeds. The Company intends to continue to vigorously defend the
lawsuit.
James S. Cathers and Sylvia Jean Cathers, his wife v. Kerr Corporation,
Whip-Mix Corporation, The J.M. Ney Company and Dentsply Corporation, Inc.
As originally reported in the Company's Form 10-Q for the quarter ended August
31, 1997, in August 1997, J.M. Ney was included as a defendant in an asbestos
related civil action for negligence and product liability filed in the Court of
Common Pleas of Allegheny County, Pennsylvania, in which the Plaintiffs claim
damages in excess of $30,000 (the jurisdictional limit) from being exposed to
asbestos and asbestos products alleged to have been manufactured and supplied by
the defendants, including Ney's former Dental Division, while one of the
Plaintiffs worked in a dental lab from 1960 to 1986 at an unspecified location
in Pittsburgh, Pennsylvania. The Plaintiffs allege that this exposure to
asbestos and asbestos products caused the wrongful death of one of the
Plaintiffs from cancer (mesothelioma). The Plaintiffs have not provided any
specific allegations of facts as to which defendants may have manufactured or
supplied asbestos and asbestos products which are alleged to have caused the
injury.
The Company has determined that it has insurance that potentially covers this
claim and has called upon the insurance carriers to provide reimbursement of
defense costs and liability, should any arise. As of this date, the Company has
no basis to conclude that the litigation may be material to the Company's
financial condition or business. The Company intends to vigorously defend the
lawsuit.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Registrant's Annual Meeting of Stockholders was held on June 22,
1999 for the purpose of electing Directors
(b) The following Directors were elected:
Oliver R. Grace, Jr.
Francis E. Baker
Peter N. Bennett
John S. Grace
Louis A. Lubrano
James J. Pinto
The number of votes of Common Stock for each of the Directors or withheld was as
follows:
Director Votes For Votes Withheld
- -------- --------- --------------
Oliver R. Grace, Jr. 1,121,728 15,345
Francis E. Baker 1,119,181 17,892
Peter N. Bennett 1,124,522 12,551
John S. Grace 1,123,294 13,779
Louis A. Lubrano 1,123,575 13,498
James J. Pinto 1,124,728 12,551
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of Regulation S-K:
Exhibit Description
Exhibit 11 Statement re: Computation of Per Share Earnings.
Exhibit 27 Financial Data Schedule.
No reports on Form 8-K were filed during the quarter ended May 31, 1999.
<PAGE>
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: July 13, 1999
By: /s/ Peter R. Barker
Peter R. Barker
Vice President and Chief Financial Officer
Date: July 13, 1999
<PAGE>
ANDERSEN GROUP, INC.
Statement Re: Computation of Per Share Earnings
(In thousands, except per share data)
Three Months Ended
Calculation of basic earnings May 31, 1999
per share:
Numerator for basic and diluted earnings per share:
Net income $ 260
=====
Denominator for basic earnings per share:
Weighted average number of shares outstanding during
the period 1,930
Effect of dilutive securities - stock options 6
-----
Denominator for diluted earnings per share 1,936
=====
Basic earnings per share $0.13
Diluted earnings per share $0.13
<PAGE>
Exhibit 27
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.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit 27
ANDERSEN GROUP, INC.
FINANCIAL DATA SCHEDULE
COMMERCIAL AND INDUSTRIAL COMPANIES
ARTICLE 5 OF REGULATION S-X
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDING MAY 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-2000
<PERIOD-START> MAR-01-1999
<PERIOD-END> MAY-31-1999
<CASH> 3,125
<SECURITIES> 6,382
<RECEIVABLES> 4,738
<ALLOWANCES> (118)
<INVENTORY> 6,495
<CURRENT-ASSETS> 20,743
<PP&E> 22,903
<DEPRECIATION> (13,771)
<TOTAL-ASSETS> 37,296
<CURRENT-LIABILITIES> 5,424
<BONDS> 11,036
0
4,769
<COMMON> 20
<OTHER-SE> 11,914
<TOTAL-LIABILITY-AND-EQUITY> 37,296
<SALES> 7,298
<TOTAL-REVENUES> 8,201
<CGS> 4,953
<TOTAL-COSTS> 7,221
<OTHER-EXPENSES> 2,268
<LOSS-PROVISION> 8
<INTEREST-EXPENSE> 388
<INCOME-PRETAX> 592
<INCOME-TAX> 236
<INCOME-CONTINUING> 356
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 260
<EPS-BASIC> 0.13
<EPS-DILUTED> 0.13
</TABLE>
