HARBOR GLOBAL CO LTD - 10-Q Quarterly Report

(Former name, former address and former fiscal year, if changes since last report)

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 ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of April 23, 2004, the Registrant had 5,661,311 common shares, par value $.0025 per share, issued and outstanding.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Harbor Global Company Ltd., a Bermuda limited duration company (“Harbor Global” or the “Company”), was formed in May 2000 as a wholly owned subsidiary of Pioneer Investment Management USA Inc. (formerly known as The Pioneer Group, Inc.), a Delaware corporation (“Pioneer”), to facilitate the merger between Pioneer and UniCredito Italiano, S.p.A., an Italian financial institution (“UniCredito”). As a condition to closing the merger and pursuant to a Distribution Agreement dated as of October 24, 2000 by and among the Company, Pioneer and Harbor Global II Ltd., a wholly owned subsidiary of the Company (the “Distribution Agreement”), Pioneer agreed to transfer certain of its assets to Harbor Global and distribute all of the outstanding Harbor Global common shares to its stockholders. Pioneer transferred to Harbor Global all of the assets required to be transferred pursuant to the merger agreement and the Distribution Agreement, and on October 24, 2000, Pioneer distributed all of the outstanding common shares of Harbor Global to its stockholders (the “Spin-off”). Pioneer stockholders received one Harbor Global common share for every five shares of Pioneer common stock held on that date.

Harbor Global seeks to liquidate its assets in a timely fashion on economically advantageous terms and continues to operate its assets as going concern businesses until they are liquidated. Harbor Global’s memorandum of association provides that the liquidation of its assets must be completed upon the earlier of October 24, 2005, the fifth anniversary of the date of the Spin-off, or the distribution by Harbor Global of all its assets to its shareholders. If Harbor Global has not liquidated all of its assets before October 24, 2005, the Harbor Global board of directors (“Board of Directors”), in its discretion, may authorize Harbor Global to continue to operate its assets for up to three additional one-year periods.

In the opinion of management, the accompanying Consolidated Financial Statements contain all adjustments, consisting of normal and recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2004 and the results of operations and cash flows of the Company for the three month periods ended March 31, 2004 and 2003. Results for interim periods may not be necessarily indicative of the results to be expected for the year. These interim consolidated financial statements should be read in conjunction with the Company’s 2003 Annual Report on Form 10-K for the year ended December 31, 2003 filed with the Securities and Exchange Commission.

Since Harbor Global is a Bermuda limited duration company, the Company expects that for United States federal income tax purposes it will be taxed as a partnership, and as a result, virtually all United States federal income tax expenses have been and will be borne by its shareholders. The income tax provisions and deferred taxes included in the accompanying Consolidated Financial Statements principally relate to the Company’s corporate subsidiaries that are located primarily in the Russian Federation (“Russia”).

The Consolidated Financial Statements include the accounts of Harbor Global and its majority-owned subsidiaries. The Company maintains an approximate 8% interest in the Prospect Poland Fund, a limited partnership. Because it is a limited partner investor, the Company accounts for this investment using the equity method of accounting. Equity losses from this investment are included in equity loss on venture capital investments on the accompanying Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated from the Consolidated Financial Statements.

The preparation of the Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements. Actual results could differ from those estimates.

The Company reports its approximately 8% limited partnership interest in the Prospect Poland Fund on the equity basis of accounting. No market quotes are available for the venture capital investments. These investments are valued at fair value, as determined by Prospect Poland Fund’s management. For the three months ended March 31, 2004, the Company recorded an expense of approximately $10,000 related to its proportional share of the Prospect Poland Fund’s operating expenses. For the three months ended March 31, 2003, the Company wrote-down its investment by approximately $172,000, and incurred approximately $24,000 of operating expenses.

United States Treasury securities are classified as held-to-maturity and are recorded at amortized cost. Russian Government and Municipal securities are classified as trading securities and are marked-to-market, with unrealized gains or losses reported in the Consolidated Statements of Operations pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities”. Russian federal and municipal government securities are held primarily in the PIOGLOBAL Real Estate Investment Fund, an approximately 52% owned subsidiary of the Company. Security transactions are recorded on the settlement date. Investments are valued at the weighted average daily price if they are traded on the valuation date; otherwise, the bid price is used. Set forth in the following tables are the balances of marketable securities, segregated between United States Treasury obligations and Russian obligations at March 31, 2004 and December 31, 2003. Unrealized gains and losses recorded on Russian government securities are presented for the three months ended March 31, 2004 and 2003.

Long-term Marketable Securities consist primarily of Russian equity and fixed income securities, including Russian corporate bonds held in the portfolio of the PIOGLOBAL Real Estate Investment Fund. In addition, certain subsidiaries of the Company maintain investments in unit funds and trust management accounts managed by Closed Joint-Stock Company “PIOGLOBAL Asset Management” (“PIOGLOBAL Asset Management”).

Equity securities, corporate bonds and investments in unit funds and trust management accounts are classified as available-for-sale and recorded at fair value pursuant to SFAS No. 115. In this regard, such securities are recorded in long-term marketable securities based on quoted prices on the Russian Trading System. The cost of securities sold is based on the weighted-average method. Dividend income received on investments is recognized on a cash basis. Unrealized gains and unrealized losses for equity securities, corporate bonds and investments in unit fund and trust management accounts are recorded net of deferred taxes and minority interest in other comprehensive income.

Set forth in the following tables are the balances of long-term marketable securities at March 31, 2004 and December 31, 2003, as well as cumulative unrealized gains and losses, before deferred taxes and minority interest, recorded in other comprehensive income at March 31, 2004 and December 31, 2003:

The building represents an office building in Moscow, Russia, the Meridian Commercial Tower. The Meridian Commercial Tower is carried at cost and is being depreciated on a straight-line basis over 40 years. A significant portion of the assets of PIOGLOBAL Real Estate Investment Fund consists of its ownership of Meridian Commercial Tower. Meridian Commercial Tower lease revenues accounted for approximately 65% of the total revenue generated by Harbor Global’s Russian real estate management and investment management operations.

The Company’s operations are generally concentrated in Russia. The Company does not maintain political risk insurance for any of its businesses.

Basic and diluted earnings per share (“EPS”) are computed by dividing reported earnings by weighted average shares outstanding not including contingently issuable shares. There are currently no potentially dilutive securities.

In May 2000, Pioglobal Goldfields II Limited (“Goldfields II”), an indirect wholly owned subsidiary of the Company, sold its gold mining operations in Ghana to Ashanti Goldfields Teberebie Limited (“Ashanti”) for an $18,800,000 base purchase price plus additional payments of up to $5,000,000, contingent upon the market price of gold and productivity of the Ghanaian gold mine. On June 19, 2000, $5,000,000 of the base purchase price was paid to Goldfields II in cash and $13,800,000 of the base purchase price was paid in the form of a non-interest bearing promissory note.

Effective March 19, 2003, Goldfields II and Ashanti executed an amendment to the purchase agreement. Pursuant to the amendment, Ashanti agreed to release Goldfields II from its obligation to indemnify Ashanti for breach of representations and warranties relating to tax and environmental matters contained in the purchase agreement in exchange for a $1,100,000 reduction in the amount remaining due from Ashanti to Goldfields II under the purchase agreement and related promissory note. The Company received the final payment of $4,700,000 from Ashanti during the first quarter of 2004.

For the three months ended March 31, 2004 and 2003, the Company reported changes in stockholders’ equity as follows:

On July 10, 2003, the Company entered into an amended and restated administration and liquidation agreement with Calypso Management LLC (“Calypso Management”), pursuant to which Calypso Management manages the liquidation of the Company and operates the Company’s assets pending their liquidation. Calypso Management is owned and operated by Stephen G. Kasnet, the Company’s Chief Executive Officer, and Donald H. Hunter, the Company’s Chief Financial Officer. Mr. Kasnet is Calypso Management’s President and Chief Executive Officer and Mr. Hunter is Calypso Management’s Chief Operating Officer and Chief Financial Officer. Calypso Management performs its services pursuant to operating plans and budgets approved by the Harbor Global Board of Directors in accordance with the amended and restated administration and liquidation agreement.

The amended and restated administration and liquidation agreement provides that the Company pays the operating expenses of Calypso Management incurred in connection with the provision of services to the Company.

In addition, as compensation for its provision of services to the Company, Calypso Management receives a portion of the total net proceeds distributed from the liquidation of the Company’s assets, generally according to the following schedule:

Net proceeds do not include any unexpended portion of the approximate $19,100,000 contributed by Pioneer to Harbor Global at the time of the Spin-off. However, because Harbor Global entered into a transaction in which it was released from its indirect obligation to fulfill its existing capital commitment of approximately $5.4 million to the

Polish Real Estate Fund, $5.4 million of the amount contributed by Pioneer is included in the calculation of net proceeds. In addition, the proceeds received by Goldfields II in connection with the sale of its Ghanaian gold mine to Ashanti are not subject to the preceding fee schedule. Instead, Calypso Management will receive only 5% of the Ashanti proceeds that are distributed to shareholders.

In addition, if an individual, entity or group acquires at least 80% of the Company’s outstanding common shares or Harbor Global is a party to a merger, reorganization or similar business combination and the shareholders immediately prior to such transaction cease to own at least 50% of the outstanding common shares and voting power entitled to vote generally in the election of directors of the resulting entity (a “Deemed Sale”), Calypso Management is entitled to receive a portion of the consideration, in accordance with the compensation schedule described above, as would be received by all shareholders if all of the outstanding common shares were sold at the valuation of Harbor Global based on the per share consideration received by each shareholder who sold, exchanged or otherwise disposed of shares in the transaction. Also, in the event of a change in control (as defined in the agreement) coupled with a material change in the engagement status of Calypso Management or the employment status of its principal officers, Calypso Management will be paid a cash amount equal to a portion of the value of the underlying assets, in accordance with the compensation schedule described above, with such value determined pursuant to a predetermined valuation schedule.

With respect to ongoing asset sales, Harbor Global accrues management fees at the earlier of (1) the formal declaration by the Board of Directors of a distribution and (2) the time when a distributable amount is estimable following the sale or liquidation of an asset. Harbor Global will also accrue management fees when a distribution to Calypso Management is triggered following a Deemed Sale of the Company or a change in control as defined in the amended and restated administration and liquidation agreement.

The Company incurred management fee expenses of approximately $745,000, and $752,000 for the three months ended March 31, 2004, and 2003, respectively, related to the reimbursement of expenses. Of this management fee, approximately $178,000 and $183,000 were outstanding at March 31, 2004 and 2003, respectively.

During the first quarter of 2004 and 2003, the Company also accrued management fee expense and a corresponding payable to Calypso Management of approximately $235,000 and $345,000, respectively. The 2004 expense represents an anticipated distribution to shareholders in connection with the final payment received from Ashanti. The 2003 expense was recorded in connection with the distribution paid to shareholders on June 27, 2003.

Calypso Management pays the rent on behalf of the Company for its offices at One Faneuil Hall Marketplace, Boston, Massachusetts and is reimbursed by the Company pursuant to the administration and liquidation agreement.

PREA L.L.C., the subsidiary through which the Company’s real estate management operations are conducted (“PREA”), leases the Meridian Commercial Tower from PIOGLOBAL Real Estate Investment Fund under a master lease agreement and in turn, subleases the premises to tenants. PREA pays PIOGLOBAL Real Estate Investment Fund an amount equal to gross revenues less building operating expenses, the PREA property management fee and any value added taxes or similar taxes. The master lease agreement between PIOGLOBAL Real Estate Investment Fund and PREA expires in 2021.

Under a management agreement between PIOGLOBAL Asset Management and PIOGLOBAL Real Estate Investment Fund, PIOGLOBAL Asset Management provides portfolio management services to PIOGLOBAL Real Estate Investment Fund for an annual fee of 5% of assets net of any value added taxes or similar taxes.

On April 12, 2004, Pioglobal First Russia, Inc. (formerly, Pioneer First Russia, Inc.), an indirect subsidiary of the Company through which a portion of the Company’s Russian real estate management and investment management operations are conducted, converted from a Delaware corporation into a Delaware limited liability company, Pioglobal First Russia, LLC. In connection with the conversion, Pioglobal First Russia, Inc. will incur a United States federal income tax liability of approximately $1,060,000.

Effective as of April 15, 2004, Pioglobal First Russia, LLC repurchased all of the membership interest in Pioglobal First Russia, LLC held by an officer of PIOGLOBAL Asset Management in connection with such officer’s resignation from PIOGLOBAL Asset Management. The repurchased membership interest comprised an aggregate of five percent of the issued and outstanding membership interests of Pioglobal Russia, LLC and was repurchased for an aggregate purchase price of $308,500.

In accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”, the Company presents its segment information for continuing operations using the management approach. The management approach is based on the way that management organizes the segments within a company for making operating decisions and assessing performance. The Company’s operating segments are organized around services and products provided, as well as geographic regions.

The Company derives its revenues from the following products and services by segment:

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.

The preparation of the Consolidated Financial Statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, income and expenses. The Company evaluates its estimates on an on-going basis. The Company’s estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the Company’s assets, liabilities, income and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company considers its critical accounting policies to include those related to (i) current marketable securities, (ii) long-term marketable securities, (iii) the valuation of its Polish venture capital investment, (iv) accrued management fees and (v) deferred taxes.

Current marketable securities consist primarily of United States Treasury securities and Russian Government and Municipal securities. United States Treasury securities are classified as held-to-maturity and recorded at amortized cost. Russian government and municipal securities are classified as trading securities and are marked-to-market, with unrealized gains or losses reported in other income (expense) in the Consolidated Statements of Operations pursuant to SFAS No. 115. Russian government securities are held primarily in the PIOGLOBAL Real Estate Investment Fund. Security transactions are recorded on the settlement date. Investments are valued at the weighted average daily price if they are traded on the valuation date; otherwise, the bid price is used.

Long-term marketable securities consist primarily of Russian equity and fixed income securities, including Russian corporate bonds, held in the portfolio of the PIOGLOBAL Real Estate Investment Fund. In addition, certain subsidiaries of the Company maintain investments in unit funds and trust management accounts managed by PIOGLOBAL Asset Management. Russian corporate bonds and investments in unit fund and trust management accounts are characterized as available-for-sale and recorded at fair value based on quoted market prices pursuant to SFAS No. 115. The equity securities are also classified as available-for-sale and recorded at fair value pursuant to SFAS No. 115. In determining fair value, individual equity securities must first satisfy certain trading volume and bid-ask spread criteria established by management to demonstrate that there is sufficient breadth and scope in the market for that security. Equity securities that satisfy these criteria are recorded in long-term marketable securities based on the quoted price in the Russian Trading System. Investments that do not have a readily determinable fair value are recorded in long term investments at cost with adjustments for other than temporary impairment. The cost of securities sold is based on the weighted-average method. Dividend income received on investments is recognized on a cash basis. Unrealized gains and unrealized losses are recorded net of deferred taxes and minority interest in stockholders equity as other comprehensive income in the Consolidated Balance Sheets. Realized gains or losses and any other than temporary declines in value are reported in other income (expense) in the Consolidated Statements of Operations.

The Company reports its approximately 8% aggregate limited partnership interest in the Prospect Poland Fund on the equity basis of accounting. No market quotes are available for the Polish venture capital investments. These investments are valued at fair value, as determined by Prospect Poland Fund’s management. Unrealized and realized gains or losses are recorded in the Consolidated Statements of Operations. The Company analyzes the assumptions supporting changes in the fair value of these investments for appropriateness on a quarterly basis.

On July 10, 2003, Harbor Global entered into an amended and restated administration and liquidation agreement with Calypso Management pursuant to which Calypso Management manages the liquidation of Harbor Global and operates Harbor Global’s assets pending their liquidation. As compensation for its provision of services to the Company, Calypso Management receives a portion of the net proceeds distributed to shareholders in connection with the liquidation of the Company’s assets. In addition, in the event 80% of the Company’s common shares are sold or if the Company’s shareholders immediately prior to a business combination or transaction cease to own at least 50% of the outstanding common shares and voting power entitled to vote generally in the election of directors following such combination or transaction (referred to as a “deemed sale”), Calypso Management is entitled to receive a portion of the consideration as would be received by all shareholders if all of the outstanding common shares were sold at the valuation of Harbor Global based on the per share consideration received by each shareholder who sold, exchanged or otherwise disposed of shares in the transaction. Also, in the event of a change in control (as defined in the amended and restated administration and liquidation agreement) coupled with a material change in the engagement status of Calypso Management or the employment status of its principal officers, Calypso Management will be paid a cash amount equal to a portion of the value of the underlying assets with such value determined pursuant to a predetermined valuation schedule. Compensation to Calypso Management represents a percentage of such distributions, deemed distributions or distributions related to a change in control, which varies depending upon the source of the distribution and the cumulative amount of distributions since the Spin-off.

With respect to ongoing asset sales, Harbor Global accrues management fees at the earlier of (1) the formal declaration by the Board of Directors of a distribution or (2) the time when a distributable amount is estimable following the sale or liquidation of an asset. Harbor Global will also accrue management fees when a distribution to Calypso Management is triggered following a deemed sale of the Company or a change in control as defined in the amended and restated administration and liquidation agreement.

The Company recognizes deferred tax assets and liabilities based on the difference between the financial statement carrying amounts and the tax basis of assets and liabilities. The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences.

The Consolidated Financial Statements of Harbor Global’s principal operations include its Russian real estate management and investment management operations, real estate management operations and other operations. Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented in three sections: Results of Operations for the three months ended March 31, 2004 and 2003, Liquidity and Capital Resources, Off-Balance Sheet Arrangements, and Future Operating Results.

Harbor Global reported a net loss of $0.6 million ($0.11 per share) on revenues of $3.3 million in the first quarter of 2004 compared with net income of $1.8 million ($0.32 per share) on revenues of $2.5 million for the first quarter of 2003. The $2.4 million decrease in income was attributable principally to a non-recurring 2003 gain of approximately $1.3 million from the early settlement of the Company’s $5 million note payable to Pioneer for $3.75 million and $0.9 million of lower portfolio gains from the Russian real estate management and investment management operations.

Set forth on the following table are the details of revenues and net (loss) income by business segment for the three months ended March 31, 2004 and 2003:

The Russian real estate management and investment management operations reported a net loss of $0.1 million for the first quarter of 2004 compared to net income of $1.0 for the first quarter of 2003. The $1.1 million decrease in income was attributable principally to $0.9 million of lower realized portfolio gains, a $0.3 million increase in salary expense, a $0.2 million increase in advertising expense and $0.2 million of additional corporate overhead expense. The lower gains and increase in expenses were offset by $0.3 million of additional management fee income and additional dividend income of $0.2 million.

PIOGLOBAL Asset Management provides management services to PIOGLOBAL Real Estate Investment Fund. PIOGLOBAL Asset Management also serves as an investment manager to three Russian open-end unit investment funds, an index interval fund and an institutional interval fund, whose assets under management at March 31, 2004 and 2003 are set forth on the following table:

The real estate management operations recorded a net loss of $0.3 million in both the first quarter of 2004 and the first quarter of 2003 due primarily to $0.2 million of corporate overhead allocations in each comparative quarter.

Harbor Global’s other operations reported a net loss of $0.2 million for the three months ended March 31, 2004 compared to net income of $1.1 million for the three months ended March 31, 2003. The $1.3 million decrease is attributable principally to nonrecurring 2003 gains of $1.3 million gain from the settlement of the Company’s $5 million note payable to Pioneer and a supplemental payment of $0.3 million earned by the Company during the first quarter of 2003 in accordance with the purchase agreement with Ashanti, which was linked to the price of gold and production levels at the Ghanaian gold mine sold to Ashanti. These increases were offset partially by a $0.2 million write-down of the Company’s Polish venture capital investment in 2003 and an approximately $0.1 million decrease in accrued management fees.

Liquid assets held directly by Harbor Global consisting of cash and cash equivalents and marketable securities maintained for general corporate purposes were approximately $10.7 million as of March 31, 2004. This represents an approximately $3.1 million increase from the 2003 fiscal year end and is attributable principally to the receipt of $4.7 million from Ashanti less the funding of operations and the settlement of year end accruals. Management believes that the cash available for general corporate purposes is sufficient to fund operations over the next two years.

The assets of the Company’s majority-owned Russian subsidiary, PIOGLOBAL Investment Fund, consist primarily of cash and cash equivalents, equity securities (both liquid and illiquid), marketable securities, and real estate holdings.

Harbor Global does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

From time to time, management may make forward-looking statements in this Quarterly Report on Form 10-Q, in other documents that the Company files with the Securities and Exchange Commission (including those documents incorporated by reference into the Form 10-Q), in press releases or in other public discussions. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for these statements. For this purpose, a forward-looking statement is any statement that is not a statement of historical fact. Forward-looking statements include those about asset realization plans and strategies, anticipated expenses, liquidity and capital resources and expectations about market conditions. Forward-looking statements can be identified by the words “may,” “believes,” “anticipates,” “plans,” “expects,” “estimates” and similar expressions. Forward-looking statements are based on currently available information and management’s expectations of future results but involve certain assumptions. Management cautions readers that assumptions involve substantial risks and uncertainties. Consequently, any forward-looking statement could turn out to be wrong. Many factors could cause actual results to differ materially from expectations. Described below are some of the important factors that could affect revenues or results of operations.

THE POTENTIAL VALUES TO BE REALIZED UPON THE SALE OR LIQUIDATION OF MOST OF HARBOR GLOBAL’S ASSETS, IF ANY, ARE SPECULATIVE.

The potential values to be realized upon the sale of Harbor Global’s Russian real estate management and investment management operations, if any, are speculative.

A significant portion of Harbor Global’s Russian real estate management and investment management operations consists of its approximately 52% interest in PIOGLOBAL Real Estate Investment Fund. Generally, the Russian real estate and securities markets are significantly smaller and less liquid than the markets in the United States, and as a result, a portion of the assets held by PIOGLOBAL Real Estate Investment Fund are illiquid. There is also limited liquidity in some of the publicly traded securities of PIOGLOBAL Real Estate Investment Fund. Consequently, Harbor Global may have difficulty selling some of its investment in PIOGLOBAL Real Estate Investment Fund or causing PIOGLOBAL Real Estate Investment Fund to liquidate some of its underlying assets, and may only be able to do so at prices, which may not reflect the long-term value of its investments.

AN INCREASE IN COMPETITION IN THE RUSSIAN COMMERCIAL REAL ESTATE MARKET MAY ADVERSELY AFFECT THE COMPANY’S REVENUES AND THE VALUE OF THE COMPANY’S PRINCIPAL ASSET, THE MERIDIAN COMMERCIAL TOWER.

PIOGLOBAL Real Estate Investment Fund is Harbor Global’s principal asset. A significant portion of the assets of PIOGLOBAL Real Estate Investment Fund consists of its ownership of the Meridian Commercial Tower. For the quarter ended March 31, 2004, revenues from the

PIOGLOBAL Real Estate Investment Fund comprised approximately 80% of Harbor Global’s total revenue. Furthermore, Meridian Commercial Tower lease revenues accounted for approximately 73% of the revenues of PIOGLOBAL Real Estate Investment Fund and approximately 65% of the total revenue generated by Harbor Global’s Russian real estate management and investment management operations.

There is currently a shortage of Class A commercial real estate in Moscow, Russia, which has brought about a significant increase in planned commercial real estate construction. If and when such new buildings are commissioned, competition for tenants may increase and adversely affect the Company’s ability to attract new, and retain existing, tenants. The loss of more than a few tenants could materially adversely affect the Company’s revenues. In addition, an increase in supply of commercial real estate in Russia may adversely affect the value of the Meridian Commercial Tower (currently Class B rated), the Company’s principal asset.

ARE SUSCEPTIBLE TO NUMEROUS RISKS AND UNCERTAINTIES ASSOCIATED WITH INTERNATIONAL OPERATIONS.

Harbor Global conducts business in countries outside of the United States, primarily in Russia. Harbor Global will continue to operate its international businesses until those businesses are liquidated and will continue to be subject to the risks of doing business internationally, including:

For example, in recent years Russia has undergone substantial political, economic and social change. As is typical of an emerging market, Russia does not possess a well-developed business, legal and regulatory infrastructure that would generally exist in the United States or in a more mature free market economy. Accordingly, Harbor Global’s Russian real estate management and investment management operations involve significant risks, such as those listed above, which are not typically associated with developed markets. The liquidation of these businesses, as well as the successful operation of these businesses pending their liquidation, will depend on the stability of, and economic conditions in, these emerging markets.

THE LOSS OF KEY OFFICERS AND MANAGERS COULD IMPAIR THE ABILITY OF HARBOR GLOBAL TO SUCCESSFULLY OPERATE AND MANAGE ITS ASSETS PRIOR TO THEIR LIQUIDATION.

Mr. Kasnet is the President and Chief Executive Officer, and Mr. Hunter is the Chief Operating Officer and Chief Financial Officer of Harbor Global. Mr. Kasnet previously served as the President, and Mr. Hunter previously served as the Chief Operating Officer and Senior Vice President of Pioneer Global Investments, a division of Pioneer. As executive officers of Pioneer Global Investments, Mr. Kasnet and Mr. Hunter operated substantially all the businesses that Harbor Global now owns. In addition Calypso Management, an entity owned and operated by Mr. Kasnet and Mr. Hunter, manages the liquidation of Harbor Global and operates Harbor Global’s assets pending their liquidation pursuant to the terms of an amended and restated administration and liquidation agreement.

Because Harbor Global’s assets are a diverse range of businesses and are generally located in Russia in which successfully conducting and selling businesses requires significant experience, Harbor Global believes that its success in liquidating its assets and operating

its assets pending their liquidation will depend to a significant extent upon the continued efforts of Mr. Kasnet and Mr. Hunter. The loss of the services of either Mr. Kasnet or Mr. Hunter could have a material adverse effect upon Harbor Global’s results of operations and financial condition. The services of Mr. Kasnet and Mr. Hunter may also be critical to Harbor Global’s ability to liquidate its assets at prices that will enable Harbor Global to make meaningful distributions to its shareholders.

Mr. Kasnet and Mr. Hunter both entered into employment agreements with Calypso Management. On July 10, 2003 Mr. Kasnet’s employment agreement was extended by the mutual agreement of Mr. Kasnet and the Company’s Board of Directors until October 24, 2005. Mr. Hunter’s employment agreement provides that Mr. Hunter’s employment with Calypso Management is at will, subject to termination by either Calypso Management or Mr. Hunter upon 60 days prior written notice. If either Mr. Kasnet’s or Mr. Hunter’s employment with Calypso Management is terminated, the individual whose agreement is terminated will cease to be an officer of Harbor Global. Harbor Global has obtained key officer life insurance policies with benefits payable to Harbor Global for Mr. Kasnet and Mr. Hunter.

HARBOR GLOBAL WILL INDEMNIFY PIONEER FOR SOME LIABILITIES ACCRUING AFTER THE SPIN-OFF.

Under the Distribution Agreement, Harbor Global agreed to indemnify Pioneer for liabilities, other than tax liabilities, incurred by Pioneer relating to the businesses or operations of the Harbor Global assets. Additionally, under a tax separation agreement between Harbor Global and Pioneer, generally, Harbor Global agreed to indemnify Pioneer for tax liabilities relating to the Harbor Global businesses. Currently, there are no suits pending under the Distribution Agreement or tax separation agreement. However, Harbor Global cannot provide assurances that no legal proceeding or other claim will occur that would require Harbor Global to indemnify Pioneer. Furthermore, Harbor Global and its subsidiaries may be subject to legal proceedings or other claims arising in the ordinary course of business, including employment related claims, environmental claims and regulatory fees or fines associated with its international operations.

THERE CAN BE NO ASSURANCE THAT SHAREHOLDERS WILL BE ABLE TO SELL THEIR HARBOR GLOBAL COMMON SHARES.

Harbor Global common shares are not listed on any securities exchange or on The Nasdaq Stock Market(R).

Harbor Global cannot provide assurances as to the prices at which Harbor Global common shares may trade or provide assurances that shareholders will be able to sell their Harbor Global common shares.

AS A RESULT OF HOLDING HARBOR GLOBAL COMMON SHARES, HARBOR GLOBAL’S SHAREHOLDERS MAY RECOGNIZE TAXABLE INCOME AND BE REQUIRED TO PAY TAX WITHOUT A CORRESPONDING DISTRIBUTION OF CASH FROM HARBOR GLOBAL TO ITS SHAREHOLDERS.

For United States federal income tax purposes, Harbor Global is treated as a partnership. For United States federal income tax purposes, Harbor Global’s shareholders will be treated as partners in a Bermuda partnership and their Harbor Global common shares will represent partnership interests. Because of its classification as a partnership for United States federal income tax purposes, Harbor Global is not itself subject to United States federal income tax. Instead, items of income, gain, loss, deduction and expense will flow through to Harbor Global’s shareholders, and they will be required to include their allocable share of these items in computing their own United States federal income tax for each taxable year of Harbor Global. Cash distributions made by Harbor Global to its shareholders generally will not be taxable, except to the extent that those distributions exceed a shareholder’s adjusted tax basis in the Harbor Global common shares.

Harbor Global believes that one or more of its foreign subsidiaries may be classified as a foreign personal holding company or passive foreign investment company for United States federal income tax purposes. If any such subsidiary is classified as a foreign personal holding company or passive foreign investment company, Harbor Global’s shareholders may be required to recognize taxable income and pay tax with respect to a portion of the subsidiary’s income, even in the absence of the receipt of any payment of cash or other property from the subsidiary. The tax rules regarding foreign partnerships, foreign personal holding companies and passive foreign investment companies are complicated. Harbor Global’s shareholders should consult their tax advisors to determine the tax consequences to them of holding Harbor Global common shares.

HARBOR GLOBAL WILL BE SUBJECT TO SIGNIFICANT RESTRICTIONS IF IT BECOMES AN INVESTMENT COMPANY.

Harbor Global intends to conduct its businesses and operations so as to avoid being required to register as an investment company. If, nevertheless, Harbor Global were to be required to register as an investment company, because Harbor Global is a foreign company, the Investment Company Act of 1940 would prohibit Harbor Global and any person deemed to be an underwriter of Harbor Global’s securities from offering for sale, selling or delivering after sale, in connection with a public offering, any security issued by Harbor Global in the United States.

Harbor Global monitors its exposure to adverse changes in interest rates, foreign currency exchange rates and market fluctuations.

The Company’s interest rate risk involves the short-term investment of excess cash. This risk impacts fair values, earnings and cash flows. Excess cash is primarily invested in foreign government bonds and United States treasury bills. These short-term investments are reported either as cash and cash equivalents or marketable securities. The balance of such securities at March 31, 2004 and December 31, 2003 was approximately $1.7 million and $1.1 million, respectively, of cash and cash equivalents and $8.6 million and $6.1 million, respectively, of marketable securities. Earnings from excess cash invested were approximately $0.1 million for the three months ended March 31, 2004. Based on excess cash invested at March 31, 2004, a one percent increase or decrease in current market interest rates would have the effect of causing an approximately $0.1 million additional pre-tax credit or charge to the Consolidated Statements of Operations.

Harbor Global is exposed to certain changes in foreign currency exchange rates, primarily as a result of its operations in Russia. The United States dollar (the Company’s reporting currency) has been designated as the Company’s functional currency. Translation gains and losses that result from remeasuring into the United States dollar are included in the Consolidated Statements of Operations. To mitigate against currency translation risk, the Company primarily transacts in United States dollars by contracting for most of its costs and revenues in United States dollars. This acts as a natural hedge to protect against currency fluctuations from the Company’s operations. During the first quarter of 2004 and 2003, the Company reported exchange gains of $0.9 million and $0.1 million, respectively.

The Russian ruble is not a fully convertible currency outside of Russia. The translation of ruble denominated assets and liabilities into United States dollars for the purpose of these financial statements does not indicate that the Company could realize or settle in United States dollars the reported values of these assets and liabilities. The Company reports all of its non-monetary assets and liabilities held in Russia at historical exchange rates, and any fluctuation in foreign exchange rates would not have any impact on reported non-monetary assets and liabilities.

The table below sets forth in the Company’s reporting currency a summary of the monetary assets and liabilities held in rubles at March 31, 2004 and December 31, 2003.

The Company indirectly invests in equity instruments of privately-held companies through its approximately 52% interest in the PIOGLOBAL Investment Fund and its approximately 8% interest in the Prospect Poland Fund. Investments in privately held companies by the PIOGLOBAL Investment Fund are recorded at cost in long-term investments. With respect to the Company’s limited partnership interest in the Prospect Poland Fund, such interests are recorded under Polish Venture Capital Investment using the equity method of accounting. The Company is exposed to market risk as it relates to the market value of its indirect investments in privately held companies. The carrying value of the Company’s interest in the Prospect Poland Fund was written down by approximately $10,000 in the first quarter of 2004, reflecting the Company’s proportional share of operating expenses. The carrying value of the Company’s interest in the Prospect Poland Fund was written down by approximately $196,000 in the first quarter of 2003, reflecting the Company’s proportional share of an investment write-down of approximately $172,000 and approximately $24,000 of operating expenses.

The PIOGLOBAL Real Estate Investment Fund is also invested in equity instruments of public companies, which are classified as available-for-sale pursuant to SFAS No. 115. Those publicly traded equity investments that have evinced a sufficient breadth and scope of market activity are valued based on the quoted price for such securities according to the Russian Trading System and are recorded in long-term marketable securities. Investments that do not have a readily determinable fair value are recorded in long term investments at cost with adjustments for other than temporary impairment. These available-for-sale equity investments, primarily in oil and gas companies, energy companies and the telecommunications industry, are subject to significant fluctuations in fair value due to the volatility of the stock market and the industries in which these companies participate. As of March 31, 2004 and December 31, 2003, the fair value of equity investments contained in long-term marketable securities aggregated $13.4 million and $10.2 million, respectively. The Company recorded unrealized gains after deferred taxes and after minority interest of $3.4 million and $2.2 million at March 31, 2004 and December 31, 2003, respectively, as a separate component of stockholder’s equity. Although the breadth of industries represented on the Russian Trading System is severely limited, the Company attempts to manage its exposure to stock market fluctuations and minimize the impact of stock market declines to the Company’s earnings and cash flow by increased diversification of the portfolio.

Disclosure Controls and Procedures. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2004 (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

Internal Control Over Financial Reporting. There have not been any significant changes in the Company’s internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

(a) Exhibits: The Exhibit Index immediately precedes the Exhibits filed herein and is incorporated by reference.

(b) Form 8-K: On March 2, 2004, the Company filed a Current Report on Form 8-K in connection with a press release announcing its financial results for the year ended December 31, 2003.

On April 27, 2004, the Company filed a Current Report on Form 8-K in connection with a press release announcing its financial results for the quarter ended March 31, 2004.

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.

HARBOR GLOBAL COMPANY LTD.

/s/ Donald H. Hunter

Donald H. Hunter

Chief Operating Officer

Chief Financial Officer

(Duly authorized officer and principal financial and accounting officer)


	March 31, 2004			December 31, 2003
	(Unaudited)
ASSETS
Cash and Cash Equivalents	$	24,648		$	23,957
Restricted Cash		6,498			6,291
Marketable Securities		18,043			16,217
Accounts Receivable		1,987			1,233
Notes Receivable		—			4,700
Prepaid Expenses		1,209			1,569
Other Current Assets		460			8

Total Current Assets		52,845			53,975

Polish Venture Capital Investment		656			666
Marketable Securities		22,892			19,197
Long-term Investments		2,946			2,375
Building		21,868			22,035
Other Long-term Assets		1,013			1,060
Goodwill		1,253			1,253

Total Assets	$	103,473		$	100,561

LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts Payable	$	686		$	1,262
Dividend Payable		6,498			6,291
Accrued Expenses		2,191			1,727
Accrued Fees Payable to Calypso Management		413			708
Foreign Taxes Payable		476			1,407
Deferred Taxes		324			376

Total Current Liabilities		10,588			11,771

Deferred Taxes		2,527			1,613

Total Liabilities		13,115			13,384

Minority Interest		34,552			32,453

STOCKHOLDERS’ EQUITY
Common shares, par value $.0025 per share; authorized 48,000,000 shares; 5,661,311 shares issued and outstanding as of March 31, 2004 and December 31, 2003		14			14
Preferred shares, par value $.01 per share; authorized 1,000,000 shares; none issued		—			—
Paid-in Capital		52,358			52,282
Accumulated Deficit		(1,142	)		(533	)
Other Comprehensive Income
Net Unrealized Gains on Available for Sale Marketable Securities		4,576			2,961

Total Stockholders’ Equity		55,806			54,724

Total Liabilities and Stockholders’ Equity	$	103,473		$	100,561


	Three Months Ended March 31,
	2004			2003
Revenues:
Real Estate Rental Revenue	$	1,926		$	1,878
Other Income		1,368			632

Total Revenues		3,294			2,510

Operating Expenses:
Salary and Benefit Expenses		(1,221	)		(995	)
Facility Expenses		(379	)		(324	)
Building and Property Management Expenses		(689	)		(522	)
Management Fee Expense		(980	)		(1,097	)
Other Expenses		(633	)		(817	)

Total Operating Expenses		(3,902	)		(3,755	)

Operating Loss		(608	)		(1,245	)

Other Income (Expense):
Net Unrealized and Realized Gains on Securities		562			4,022
Gain on Extinguishment of Note Payable		—			1,250
Early Settlement of Note Receivable		—			(191	)
Interest Income		508			748

Total Other Income		1,070			5,829

Income from Continuing Operations before Provision for Income Taxes, Minority Interest and Equity Loss on Investment		462			4,584

Provision for Income Taxes		(249	)		(1,001	)

Income from Continuing Operations before Minority Interest and Equity Loss on Investment		213			3,583

Minority Interest		(812	)		(1,592	)
Equity Loss on Venture Capital Investments		(10	)		(196	)

Net (Loss) Income	$	(609	)	$	1,795

(Loss) Earnings Per Share:
Basic and Diluted (Loss) Earnings Per Share	$	(0.11	)	$	0.32

Weighted Average Basic and Diluted Shares Outstanding		5,661			5,655


	THREE MONTHS ENDED MARCH 31,
	2004			2003
Cash Flows from Operating Activities:
Net (Loss) Income	$	(609	)	$	1,795
Adjustments to Reconcile Net Loss to Net Cash Used in
Operating Activities —
Non-cash Interest Income on Note Receivable		—			(203	)
Depreciation and Amortization		231			201
Restricted Stock Awards		76			—
Unrealized and Realized Gains on Venture Capital, Marketable Securities, and Long-term Investments, Net		(562	)		(4,022	)
Extinguishment of Note Payable		—			(1,250	)
Early Settlement of Note Receivable		—			191
Minority Interest		812			1,592
Equity Loss on Venture Capital Investment		10			196
Changes in Operating Assets and Liabilities —
Other Current Assets		(3,876	)		(4,222	)
Accrued Expenses and Accounts Payable		(1,178	)		(846	)

Total Adjustments and Changes in Operating Assets and Liabilities		(4,487	)		(8,363	)

Net Cash Used in Continuing Operating Activities		(5,096	)		(6,568	)

Cash Flows from Investing Activities:
Purchase of Long-term Investments and Marketable Securities		(4,745	)		(9,765	)
Other Long-term Assets		6			(44	)
Proceeds from Sale of Long-term Investments and Marketable Securities		6,038			10,513
Proceeds from Payment on Note Receivable		4,700			3,000

Net Cash Provided by Investing Activities		5,999			3,704

Cash Flows from Financing Activities:
Dividends Paid		(5	)		(4	)
Reclassification of Restricted Cash		(207	)		4,955
Payment on Note Payable		—			(3,750	)

Net Cash (Used In) Provided by Financing Activities		(212	)		1,201

Net Increase (Decrease) in Cash and Cash Equivalents		691			(1,663	)

Cash and Cash Equivalents, Beginning of Period		23,957			12,381

Cash and Cash Equivalents, End of Period	$	24,648		$	10,718


	2004			2003
	(In Thousands)
Balance Sheet Data, at March 31,
Current Assets	$	789		$	438
Non-Current Assets		7,438			7,925
Current Liabilities		(81	)		(97	)

Partners’ Capital, at March 31	$	8,146		$	8,266


	2004			2003
	(In Thousands)
Operating Data, for the three months ended March 31
Net Operating Loss	$	(121	)	$	(301	)
Net Realized and Unrealized Loss from Investments		—			(2,122	)

Net Decrease in Partner’s Capital from Operations	$	(121	)	$	(2,423	)


	Three months ended March 31,
	2004			2003
	(In Thousands)
Gross Unrealized Gain	$	294		$	540
Gross Unrealized Loss		(69	)		(221	)

Net Unrealized (Loss) Gain	$	225		$	319


As of and for the three months ended March 31, 2004	Russian Real Estate Management And Investment Management Operations			Real Estate Management Operations			Other			Total
Net Revenues and Sales	$	3,050		$	244		$	—		$	3,294

Income (Loss) before Provision for Income Taxes, Minority Interest, and Equity Loss on Investment		898			(256	)		(180	)		462
Provision for Income Taxes		(230	)		(9	)		(10	)		(249	)
Minority Interest Expense		(812	)		—			—			(812	)
Equity Loss on Venture Capital Investment		—			—			(10	)		(10	)

Net Loss	$	(144	)	$	(265	)	$	(200	)	$	(609	)

Depreciation and Amortization	$	224		$	7		$	—		$	231

Total Assets	$	95,803		$	1,512		$	6,158		$	103,473


As of and for the three months ended March 31, 2003	Russian Real Estate Management And Investment Management Operations			Real Estate Management Operations			Other			Total
Net Revenues and Sales	$	2,021		$	239		$	250		$	2,510

Income (Loss) before Provision for Income Taxes, Minority Interest, and Equity Loss on Investment		3,548			(200	)		1,236			4,584
Provision for Income Taxes		(939	)		(62	)		—			(1,001	)
Minority Interest Expense		(1,592	)		—			—			(1,592	)
Equity Loss on Venture Capital Investment		—			—			(196	)		(196	)

Net Income (Loss)	$	1,017		$	(262	)	$	1,040		$	1,795

Depreciation	$	194		$	7		$	—		$	201

Total Assets	$	76,618		$	852		$	17,767		$	95,237


	REVENUES				NET (LOSS) INCOME
	THREE MONTHS ENDED MARCH 31,				THREE MONTHS ENDED MARCH 31,
BUSINESS SEGMENT	2004		2003		2004			2003
Russian Real Estate Management and Investment Management Operations	$	3.1	$	2.0	$	(0.1	)	$	1.0
Real Estate Management Operations		0.2		0.2		(0.3	)		(0.3	)
Other		0.0		0.3		(0.2	)		1.1

Totals	$	3.3	$	2.5	$	(0.6	)	$	1.8


	March 31,
	2004		2003
	(IN MILLIONS)
Open-end Unit Funds	$	43.3	$	14.2
Interval Funds		6.0		0.8
Trust Management		38.5		6.1

Assets under management	$	87.8	$	21.1


EXHIBIT NUMBER		DESCRIPTION

2.1*		Form of Distribution Agreement by and among The Pioneer Group, Inc., Harbor Global Company Ltd. and Harbor Global II Ltd.

3.1+		Memorandum of Association of Harbor Global Company Ltd.

3.2+		Bye-Laws of Harbor Global Company Ltd.

4.1**		Specimen Common Share Certificate

10.1***		Operating Agreement of PIOGLOBAL First Russia, LLC dated April 12, 2004

10.2***		Amendment to Stock Agreement dated September 24, 2003 between PIOGLOBAL First Russia, Inc., PIOGLOBAL Omega LLC and Maria Churaeva.

10.3***		Amendment to Stock Agreement dated September 24, 2003 between PIOGLOBAL First Russia, Inc., PIOGLOBAL Omega LLC and Andrei Uspensky.

31.1***		Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2***		Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1***		Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2***		Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002