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, 2001

OR

o 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 requiredto file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____

 

As of June 29, 2001, there were 2,078,134 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 2,078,134 

 

 

 

 

 

 

 

 

ANDERSEN GROUP, INC.

FORM 10-Q

TABLE OF CONTENTS

 

Page No.

Part I - Financial Information

Item 1- Financial Statements:

	Consolidated Balance Sheets								

			May 31, 2001 (unaudited) and February 28, 2001				 3

		Consolidated Statements of Operations for the						

		Three Months Ended May 31, 2001 and 2000 (unaudited) 			 4

	Consolidated Statements of Cash Flows for the						

		 	Three Months Ended May 31, 2001 and 2000 (unaudited)			 5

	

		Notes to Consolidated Financial Statements	(unaudited)				 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								 10

	Item 4 - Submission of Matters to a Vote of Security Holders					 11

	Item 6 - Exhibits and Reports on Form 8-K							 11

 

Signatures										 	 12

 

 

 

 

 
**Part I. Financial Information

Item 1. Financial Statements**
ANDERSEN GROUP, INC.

Consolidated Balance Sheets

(In thousands)

 
 
 
 
May 31, 2001
February 28, 2001**ASSETS
(Unaudited)
 *Current assets:
 
 
Cash and cash equivalents
$ 1,438
$ 1,217
Marketable securities
197
96
Accounts and other receivables less
 
 
allowances of $81 and $77
5,002
5,475
Inventories
5,860
6,614
Prepaid expenses and other assets
834
767
Total current assets
13,331
14,169
Property, plant and equipment, net
9,008
9,345
Prepaid pension expense
4,785
4,809
Investments in Moscow Broadband Communication Ltd.
3,147
3,354
Other assets
1,344
1,399
 
$31,615
$33,076
 
 
 **LIABILITIES AND STOCKHOLDERS' EQUITY
 
 *Current liabilities**:**
 
 
Current maturities of long-term debt
$ 527
$ 734
Note payable to officer, net of unamortized discount
989
-
Short-term borrowings
-
1,500
Accounts payable
579
833
Other current liabilities
1,552
1,861
Deferred income taxes
530
877
Total current liabilities
4,177
5,805
 
 
 
Long-term debt, less current maturities
2,634
2,654
Note payable to officer, net of unamortized discount
-
971
Subordinated note payable, net of unamortized discount
7,395
7,388
Other liabilities
1,926
1,895
Deferred income taxes
1,673
915
 
 
 
Total liabilities
17,805
19,628
Commitments and contingencies
 
 
 
 
 *Stockholders' equity:
 
 
Cumulative convertible preferred stock
3,634
3,742
Common stock
21
21
Additional paid-in capital
6,427
6,315
Retained earnings
3,728
3,417
Accumulated other comprehensive loss
-
(47)
Total stockholders' equity
13,810
13,448
 
$31,615
$33,076
The accompanying notes are an integral part of these consolidated financial statements.

 

ANDERSEN GROUP, INC.

Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)

					Three months ended 

May 31, 2001	 May 31, 2000
***Revenues:
 
 
Net sales
$ 8,091
$ 9,466
Investment and other income 
297
139
 
 
 
 
8,388
9,605
 
 
 ***Costs and expenses:
 
 
Cost of sales
5,139
6,962
Selling, general and administrative
1,386
1,509
Research and development
501
624
Interest expense
354
589
 
 
 
 
7,380
9,684
 
 
 
Income (loss) before equity in losses of Moscow Broadband 

Communication Ltd., income taxes, and cumulative effect-type 

accounting adjustment
 

1,008
 

(79)
Equity in losses of Moscow Broadband Communication Ltd.
(207)
(115)
 
 
 
Net income (loss) before income taxes and cumulative effect-type 

accounting adjustment
801
(194)
Income tax expense (benefit) 
370
(68)
 
 
 
Net income (loss) before transition accounting adjustment
431
(126)
Cumulative effect-type accounting adjustment - loss on derivative

securities, net of income tax
(47)
-
 
 
 
Net income (loss)
384
(126)
Preferred dividends
(73)
(76)
 
 
 
Income (loss) applicable to common shares
$ 311
$ (202)
 
 
 ***Earnings (loss) per common share:
 
 
Basic
 
 
	Net income (loss) before cumulative effect-type accounting 

	 adjustment
$0.17
$(0.10)
	Cumulative effect-type accounting adjustment
(0.02)
-
	
$0.15
$(0.10)
 
 
 
Diluted
 
 
	Net income (loss) before cumulative effect-type accounting 	 adjustment
$0.17
$(0.10)
	Cumulative effect-type accounting adjustment
(0.02)
-
 
$0.15
$(0.10)
The accompanying notes are an integral part of these consolidated financial statements.

 

 

ANDERSEN GROUP, INC.

Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

 
Three Months Ended
 
May 31, 2001
May 31, 2000
 
 
 ***Cash flows from operating activities:
 
 
Net income (loss) 
$ 384
$ (126)
 
 
 *Adjustments to reconcile net income (loss) to net cash
 
 *provided by (used in) operating activities:
 
 
Equity in losses of Moscow Broadband Communication Ltd.
207
115
Depreciation, amortization and interest accretion
407
324
Deferred income taxes
411
(41)
Pension expense (income)
24
(15)
Net gains from marketable securities

and investments
(23)
(77)
Purchases of marketable securities
(78)
-
Proceeds from sales of marketable securities
-
23
 
 
 *Changes in operating assets and liabilities:
 
 
Accounts and other receivables
473
(1,198)
Inventories
754
2,128
Prepaid expenses and other assets
52
201
Accounts payable
(254)
(338)
Accrued liabilities and other long-term obligations
(263)
(160)
 
 
 
Net cash provided by operating activities
2,094
836
 
 
 ***Cash flows from investing activities:
 
 
Purchases of property and equipment
(77)
(364)
Net cash used in investing activities
(77)
(364)
 
 
 ***Cash flows from financing activities:
 
 
Principal payments on long-term debt 
(27)
(24)
(Repayment of) proceeds from issuance of secured note to 

officer
(200)
200
Repayment of short-term borrowings, net
(1,500)
(1,294)
Stock options exercised
4
74
Net sale of treasury stock
-
49
Preferred dividends paid 
(73)
(76)
 
 
 
Net cash used in financing activities
(1,796)
(1,071)
Net increase (decrease) in cash and cash equivalents
221
(599)
 
 
 
Cash and cash equivalents - beginning of period
1,217
1,854
 
 
 
Cash and cash equivalents - end of period
$ 1,438
$ 1,255
 

The accompanying notes are an integral part of these consolidated financial statements.
 

 

ANDERSEN GROUP, INC.

Notes to Consolidated Financial Statements (unaudited)

(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 fiscalyear ended February 28, 2001. 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, certainreclassifications have been made to the prior period financial information so that it conforms to the current period presentation.

(2)	Inventories
Inventories consist of the following (in thousands):

 
May 31, 2001
 
February 28, 2001
Raw material
$ 160
 
$ 1,615
Work in process
5,072
 
5,349
Finished goods
6,092
 
6,414
 
11,324
 
13,378
LIFO Reserve
(5,464)
 
(6,764)
 
$ 5,860
 
$ 6,614
At May 31, 2001, the precious metal inventory levels of The J.M. Ney Company, which are valued on a LIFO basis, were lower than the prior fiscal year-end levels. Management has determined that most of these declines are permanent innature and accordingly, the Consolidated Statement of Operations and the Consolidated Balance Sheet reflect a decrease in the cost of sales and the LIFO reserve, respectively in the amount of $1,300,000. At May 31, 2001, inventories included 3,585 troyounces of gold; 7,274 troy ounces of silver; 1,852 troy ounces of platinum and 6,709 troy ounces of palladium. The gross value of inventory and the amount of the LIFO reserve at both May 31, 2001 and February 28, 2001 were based upon standard values of$265 per ounce for gold; $4.75 per ounce for silver; $610 per ounce for platinum and $875 per ounce for palladium.
Investment in Moscow Broadband Communication Ltd.

The Company records its investment in Moscow Broadband Communication Ltd. ("Moscow Broadband") 

using the equity method of accounting, initially using its cost basis. Moscow Broadband has a December 31 year end, and as a result the Company's equity in Moscow Broadband's results is reported on a two month lag. For the three months ended May 31,2001, the Company recorded a loss of $207,000 which represents its 25% interest in Moscow Broadband's losses of $460,000 for the three months ended March 31, 2001, which in turn, include Moscow Broadband's 50% equity interest in the losses of ComCor TVfor the same period.

At May 31, 2001, the carrying value of the Company's investment in Moscow Broadband was $3,147,000, and the Company's 25% equity in the net assets of Moscow Broadband was $3,528,000. The $381,000 difference is attributed to a non-depreciable assetthat was transferred to ComCor-TV and will not result in the Company accreting the difference into its consolidated results of operations.

The following presents summarized financial information for Moscow Broadband and ComCor-TV for the three months ended March 31, 2001 (in thousands):

Statement of Operations Data:				Moscow Broadband

Net loss before equity in losses of 
ComCor-TV
$(203)
Equity in losses of ComCor-TV
(626)
 
 
Net loss
($829)

ComCor-TV
 
 
Sales
$241
Cost of Sales
(523)
Selling, general and administrative 

expenses
(1,088)
Operating loss
1,370
Other income, net
23
Net loss before tax
1,347
Income tax benefit
94
Net loss
$(1,253)

(4)	Income Taxes
Income tax expense represents an estimate of the effective income tax rate for the current fiscal year after considering valuation provisions, particularly with respect to the Company's ability to realize a tax benefit from its equity in thelosses of Moscow Broadband.

(5)	Earnings (Loss) Per Share
Earnings (loss) per share are computed based on the weighted average number of common and common equivalent shares outstanding. Diluted earnings per share assumes full conversion of all convertible securities into common stock at the later of thebeginning of the year or date of issuance, unless antidilutive. For the three-month period ended May 31, 2001, the effect of such conversions was antidilutive.

(6)	Business Segments and Export Sales
	

	During the three months ended May 31, 2001, 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 corporateadministrative 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 andother income not attributable to J.M. Ney. Corporate identifiable assets include marketable securities and assets not directly attributable to J.M. Ney.

Summarized financial information for business segments is as follows (in thousands):

Three months ended:
May 31, 2001
May 31, 2000
 
 
 **Revenues: 
 
 
Electronics
$8,098
$9,473
Corporate
290
132
 
$8,388
$9,605**Operating income (loss): 
 
 
Electronics
$1,612
$ 731
Corporate
(250)
( 221)
 
$1,362
$ 510**Interest expense:
 
 
Electronics 
$ 250
$ 474
Corporate
104
115
 
$ 354
$ 589**Depreciation, amortization and accretion:
 
 
Electronics
$ 354
$ 276
Corporate
53
48
 
$ 407
$ 324**Capital expenditures: 
 
 
Electronics
$ 77
$ 364
Corporate
-
-
 
$ 77
$ 364
 

As of: 
May 31, 2001
February 28, 2001**Identifiable assets:
 
 
Electronics
$24,500
$25,772
Corporate
7,115
7,304
 
$31,615
$33,076
 
 
 
	Export sales for the three months ended May 31, 2001 and 2000 were $2,429,000 and $1,781,000, respectively. Such sales were made primarily to customers in Europe and the Pacific Rim.

	During the three months ended May 31, 2001 and 2000, sales to a customer accounted for 11.9% and 14.8% of net sales, respectively. At May 31, 2001, accounts receivable from the customers represented 13.5% of consolidated netaccounts receivable. Also, sales to another customer during the three months ended May 31, 2000 accounted for 13.7% of net sales. 
Related Party Transactions

During the three months ended May 31, 2001, the Company repaid a $200,000 note payable to an officer. Also, during the quarter, the Company received $111,744 from the Company's Chairman as payment of an unsecured note.
Supplemental Disclosure of Cash Flow Information

During the three months ended May 31, 2001, the Company issued 11,323 shares of its common stock from the 

conversion of 5,825 shares of its cumulative convertible preferred stock.

(9)	Accounting for Derivatives and Hedging Activities
The Company uses derivative financial instruments primarily to hedge portions of precious metal fluctuations relating to fixed price sales contracts. The Company does not qualify for hedge accounting under Statement of Financial AccountingStandards No. 133 *Accounting for Derivative Instruments and Hedging Activities* (FAS 133) All derivatives are recognized on the balance sheet at their fair value and changes in fair value of derivatives are recorded in current period earnings. 

	The Company adopted FAS 133 on March 1, 2001. In accordance with the transition provisions of FAS 133, the Company recorded a net-of-tax cumulative-effect loss adjustment of $47,000 in its Consolidated Statement of Operations torecognize the fair value of all derivatives in current period earnings.

(10)	Subsequent Event
During June 2001, JM Ney paid down $4 million of its $7.5 million subordinated note payable. Sources of funds to make these repayments included reductions of accounts receivable and inventory, and usage of its revolving credit and deferred paymentsales agreement with its commercial bank.

 
**Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations**
For the three months ended May 31, 2001, the Company recorded net income applicable to common shareholders of $311,000 or $0.15 per share, basic and diluted. During the prior fiscal year's first quarter, the Company incurred a net loss of $202,000or $0.10 per share, basic and diluted.

REVENUES

Total revenues for the quarter ended May 31, 2001 of $8,388,000 represents a 12.7% decline from the revenues for the comparable period in the prior fiscal year. The decrease was primarily due to a $1,275,000 decline in its net sales from The J.M.Ney Company (JM Ney), which was partly offset by a modest increase in investment and other income.

Net sales for the three months ended May 31, 2001 totaled $8,091,000, which represents a 14.5% decline from the prior fiscal year's first quarter. Declines in tooling sales and sales of stamped and insert-molded parts, as well as the increased use oflower palladium-containing products contributed to the lower level of sales. During the three months ended May 31, 2001 the average market price of palladium was approximately $711 per troy ounce, as compared to an average price of approximately $603 pertroy ounce during the comparable prior year period. The use of lower palladium-containing alloys and newer manufacturing technologies helped reduce the number of ounces of palladium included in the billings from 4,972 troy ounces in the prior fiscal yearto the current fiscal year fiscal quarter total of 3,500 troy ounces. The sales declines were noted primarily in the automotive and medical market sectors.

Investment and other income for the three months ended May 31, 2001 increased by $158,000 over the prior fiscal year's fiscal quarter totals. Increases in ultrasonic cleaning royalty revenue and gains within retirement trust accounts for which thereare offsetting increases in administrative expenses, accounted for most of the change.

COST OF SALES

Cost of sales during the three months ended May 31, 2001 represented 63.5% of net sales, as compared to cost of sales during the prior fiscal year's first quarter which totaled 73.5% of net sales. The increase in gross margin from 26.5% to 36.5%is primarily attributable to net LIFO gains from decreased precious metals levels. A net reduction in cost of sales of $1,029,000 from metals level management which was largely due to recognized LIFO gains of $1,300,000, contributed 12.7% to the grossmargin percentage. In the prior fiscal year, cost of sales were reduced by approximately $400,000, or 4.2% of sales from precious metals gains realized from closing out forward sales, deferred pricing, loans and put options.

Absent these metals gains, gross margins during the three month periods ended May 31, 2001 and 2000 would have been approximately 23.8% and 22.3% of net sales, respectively. This represents a decline of 8.6% of gross margin dollars on lower salesvolumes. Lower sales of customer tooling, increased usage of lower palladium containing products and a change in pension expense accounted for this change.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 

Selling, general and administrative expenses for the three months ended May 31, 2001 totaled $1,386,000, which is a decrease of 8.2% from the prior fiscal year's first quarter. Reduced personnel related costs, including commissions, at JM Ney werepartially offset by increased deferred compensation expense as a result of appreciation within retirement trust accounts.

RESEARCH AND DEVELOPMENT EXPENSES 

Research, development and engineering expenses during the three months ended May 31, 2001 totaled $501,000, which represents a 19.7% decrease from the prior year. This decline reflects the reduction in work force which JM Ney announced in February2001.

INTEREST EXPENSE 

Interest expense during the three months ended May 31, 2001 totaled $354,000, which is 39.9% lower than the costs incurred during the first quarter of the prior fiscal year. This decrease is primarily due to the absence of high cost palladiumleases and deferred pricing borrowings which were noted the prior year, and to lower corporate level term debt balances.

INCOME TAX EXPENSE

Income taxes have been accrued based upon estimated effective tax rates for the fiscal year, after considering the valuation provisions particularly with respect to the Company's ability to realize a tax benefit from US equivalent losses of MoscowBroadband.

LIQUIDITY AND CAPITAL RESOURCES

At May 31, 2001, the Company's consolidated cash and marketable securities totaled $1,635,000, which is a $322,000 increase from February 28, 2001 levels. This increase has been realized after repayment of $1,727,000 of borrowings. Reductions ininventory levels and accounts receivable contributed to the liquidity improvement.

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, 2001,JM Ney's working capital was $8,482,000 or 92.7% of consolidated net current assets, and its net worth, net of a $4 million subordinated note payable to the Company, totaled $6,766,000 or 49.0% 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. Economic and political developments in Russia could significantly impact both the return on, and the return of, capital employed. The price and volatility ofprecious metals, particularly palladium and gold, could impact the market for many of JM Ney's products, as users substitute less expensive materials. 

 
**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, as discussed in the Company's Annual Report on Form 10-Kfor the year ended February 28, 2001. The following information is presented to update the status of the identified risks.

FOREIGN INVESTMENT RISK

The Company has an investment in Moscow Broadband with a carrying value of $3,147,000. Moscow Broadband's primary asset is an investment in ComCor-TV, a Moscow, Russia based broadband cable operator licensed to provide video, Internet andtelephony to up to 1.5 million homes and businesses in Moscow. All such investments bear the specific economic, currency and political risks of this region.

The Company's investment in Moscow Broadband also bears the risk of the ability of Moscow Broadband to attract new capital to continue funding ComCor-TV's operations and systems buildout. As of May 31, 2001, ComCor-TV's operating results had notreached defined targets. Accordingly, there presently is no requirement for Moscow Broadband to provide additional funding to ComCor-TV. If there are no additional capital contributions by Moscow Broadband into ComCor-TV as a result of ComCor-TV'soperating performance or Moscow Broadband's inability to raise additional financing to obtain the funds for such additional investment, then ComCor-TV's business plans could be affected or Moscow Broadband's equity in ComCor-TV could possibly be diluted.

COMMODITY RATE RISK

During the quarter ended May 31, 2001, the market price for gold ranged from $291 per troy ounce to $256 per troy ounce. At the same time, while the market price of palladium fluctuated from $815 per troy ounce to $630 per troy ounce. Suchfluctuations impact selling prices and inventory purchase costs which can also affect reported profitability.

INTEREST RATE RISK

The interest cost of JM Ney's precious metal borrowings in the form of consignment leases or deferred pricing borrowing in recent years has experienced significant fluctuations. During the first quarter, the interest costs of such arrangementsfell from an average of approximately 13% per annum in the comparable period in the prior year to less than 10% per annum during the quarter ended May 31, 2001. During most of the quarter, JM Ney did not have any precious metals borrowing, which served toreduce JM Ney's exposure to the effects of such leasing cost volatility. 
**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 theVentron-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 SpillAct 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 forcosts 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 anytransactions 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 informationto 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 probableoutcome 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 thelawsuit.
*	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 theCourt of Common Pleas of Allegheny County, Pennsylvania, in which the Plaintiffs claim damages from being exposed to asbestos and asbestos products alleged to have been manufactured and supplied by the defendants, including J.M. Ney's former DentalDivision. The Company intends to vigorously defend the lawsuit. 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, shouldany 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. 
**Item 4. Submission of Matters to a Vote of Security Holders**
None

 
**Item 6. Exhibits and Reports on Form 8-K
- Exhibits required by Item 601 of Regulation S-K:

Exhibit 		Description
Exhibit 11		Statement re: Computation of Per Share Earnings.

 

No reports on Form 8-K were filed during the quarter ended May 31, 2001.

	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 10, 2001

 

By:	/s/ Andrew M. O'Shea 
	Andrew M. O'Shea 

	Chief Financial Officer

	

Date:	July 10, 2001

 

Exhibit 11

ANDERSEN GROUP, INC.

Statement Re: Computation of Per Share Earnings 

(In thousands, except per share data)

 

 
Three Months Ended
Three Months Ended
 

Calculation of basic earnings (loss)
May 31, 2001
May 31, 2000
per share:
 
 
Numerator for basic and diluted earnings per share:
 
 
 
 
 
Net income (loss)
$ 311
$ (202)
 
 
 
Denominator for basic earnings (loss) per share:
 
 
Weighted average number of shares outstanding during

the period
2,072
2,043
Effect of dilutive securities 
-
- (a)
 
 
 
Denominator for diluted earnings per share
2,072
2,043
 
 
 
Basic earnings (loss) per share
$0.15
$(0.10)
 
 
 
Diluted earnings (loss) per share
$0.15
$(0.10)
 

 

(a) For each the three month periods ended May 31, 2001 and 2000, the effect of outstanding stock options or the assumed conversion of subordinated convertible notes or cumulative convertible preferred stock was antidilutive.

	

 

 

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