SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: September 30, 1997 Commission File Number: 1-9137 ATALANTA/SOSNOFF CAPITAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3339071 (State or other jurisdiction (I.R.S. Employer I.D. No.) of incorporation or organization) 101 PARK AVENUE, NEW YORK, NEW YORK 10178 (Address of principal executive offices (zip code) (212) 867-5000 (Registrant's Telephone Number, including area code) ____________________________________________________ (Former name, former address and former fiscal year if changed 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 twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such following requirements for the past 90 days. Yes X No __ As of October 31, 1997 there were 9,587,401 shares of common stock outstanding. ATALANTA/SOSNOFF CAPITAL CORPORATION INDEX Page No. -------- Part I - Financial Information Item 1 - Financial Statements Condensed Consolidated Statements of Financial Condition - September 30, 1997 and December 31, 1996 3 Condensed Consolidated Statements of Income - Three and Nine Months Ended September 30, 1997 and 1996 4-5 Condensed Consolidated Statement of Changes in Shareholders' Equity - Nine Months Ended September 30, 1997 6 Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 1997 and 1996 7-8 Notes to Condensed Consolidated Financial Statements 9-10 Special Note Regarding Forward-Looking Statements 11 Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition 12-16 Part II - Other Information Items 1-6 17 Signatures 18 Exhibit Index 19 Exhibit 11 - Computation of Earnings Per Share 20 Exhibit 27 - Financial Data Schedule 21 ATALANTA/SOSNOFF CAPITAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION SEPTEMBER 30,1997 AND DECEMBER 31,1996 (UNAUDITED) SEPTEMBER 30, DECEMBER 31, ASSETS 1997 1996 ------ ------------ ----------- Cash and cash equivalents $ 14,046,253 $ 5,585,953 Accounts receivable 3,373,532 3,782,098 Receivable from clearing broker - 2,437,821 Investments, at market 61,879,430 51,362,185 Fixed assets, net 785,814 610,231 Exchange memberships, at cost 402,000 402,000 Other assets 275,601 516,038 ------------ ----------- Total assets $ 80,762,630 $64,696,326 ============ =========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Liabilities: Accounts payable and other liabilities $ 1,228,521 $ 647,096 Accrued compensation payable 487,326 1,397,099 Income taxes payable, net 3,828,481 1,024,210 Payable to clearing broker 128,099 - Separation costs payable 1,400,000 - ------------ ----------- Total liabilities 7,072,427 3,068,405 ------------ ----------- Commitments and contingencies Shareholders' equity: Preferred stock, par value $1.00 per share; 5,000,000 shares authorized; none issued - - Common stock,$.01 par value;30,000,000 shares authorized;9,587,401 and 8,812,401 shares issued and outstanding respectively 95,874 88,124 Additional paid-in capital 24,648,499 15,646,874 Retained earnings 52,615,300 45,031,750 Unrealized gains from investments, net of deferred tax liabilities of $3,555,064 and $574,409 respectively 5,332,155 861,173 Unearned compensation (9,001,625) - ------------ ----------- Total shareholders' equity 73,690,203 61,627,921 ------------ ----------- Totals $ 80,762,630 $64,696,326 ============ =========== Book value per share $7.69 $6.99 ============ =========== See Notes to Condensed Consolidated Financial Statements - 3 - ATALANTA/SOSNOFF CAPITAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED ------------------------------ SEPTEMBER 30, SEPTEMBER 30, 1997 1996 ------------- ------------- Revenues: Advisory fees $ 4,442,698 $ 4,650,247 Commissions and other 346,733 333,175 ----------- ----------- Total revenues 4,789,431 4,983,422 ----------- ----------- Costs and expenses: Employees' compensation 1,915,720 2,077,610 Clearing and execution costs 109,049 110,274 Selling expenses 97,642 95,429 General and administrative expenses 1,100,822 685,257 Separation costs 1,400,000 - ----------- ----------- Total costs and expenses 4,623,233 2,968,570 ----------- ----------- Operating income 166,198 2,014,852 ----------- ----------- Other income (expense): Interest and dividend income 545,762 513,950 Interest expense (13,386) (4,545) Realized gains from investments, net 2,503,502 930,539 ----------- ----------- Other income, net 3,035,878 1,439,944 ----------- ----------- Income before provision for income taxes 3,202,076 3,454,796 Provision for income taxes 1,456,000 1,467,000 ----------- ----------- Net income $ 1,746,076 $ 1,987,796 =========== =========== Earnings per share - primary: Net income $0.19 $0.23 =========== =========== See Notes to Condensed Consolidated Financial Statements - 4 - ATALANTA/SOSNOFF CAPITAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) NINE MONTHS ENDED ------------------------------ SEPTEMBER 30, SEPTEMBER 30, 1997 1996 ------------- ------------- Revenues: Advisory fees $ 12,906,814 $ 14,627,659 Commissions and other 1,152,027 1,207,851 ------------ ------------ Total revenues 14,058,841 15,835,510 ------------ ------------ Costs and expenses: Employees' compensation 5,614,766 6,406,592 Clearing and execution costs 392,147 411,849 Selling expenses 293,118 344,144 General and administrative expenses 2,495,532 2,029,093 Separation costs 1,400,000 ------------ ------------ Total costs and expenses 10,195,563 9,191,678 ------------ ------------ Operating income 3,863,278 6,643,832 ------------ ------------ Other income (expense): Interest and dividend income 2,493,231 1,346,751 Interest expense (35,727) (10,391) Realized gains from investments, net 7,534,768 3,233,569 ------------ ------------ Other income, net 9,992,272 4,569,929 ------------ ------------ Income before provision for income taxes 13,855,550 11,213,761 Provision for income taxes 6,272,000 4,795,000 ------------ ------------ Net income $ 7,583,550 $ 6,418,761 ============ ============ Earnings per share - primary: Net income $0.85 $0.73 ============ ============ See Notes to Condensed Consolidated Financial Statements - 5 - ATALANTA/SOSNOFF CAPITAL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY NINE MONTHS ENDED SEPTEMBER 30, 1997 (UNAUDITED) Additional Common Paid-in Retained Unrealized Unearned Stock Capital Earnings Gains Compensation Total ------- ----------- ----------- ---------- ------------ ----------- Balance, December 31, 1996 $88,124 $15,646,874 $45,031,750 $ 861,173 - $61,627,921 Issuance of 775,000 restricted shares 7,750 9,001,625 (9,001,625) 7,750 Unrealized gains from investments, net of deferred taxes 4,470,982 4,470,982 Net income 7,583,550 $ 7,583,550 ------- ----------- ------------------------ ----------- ----------- Balance, September 30, 1997 $95,874 $24,648,499 $52,615,300 $5,332,155 ($9,001,625) $73,690,203 ======= =========== =========== ========== =========== =========== See Notes to Condensed Consolidated Financial Statements - 6 - ATALANTA/SOSNOFF CAPITAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED) 1997 1996 ------------ ------------ Cash flows from operating activities: Net income $ 7,583,550 $ 6,418,761 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 109,152 91,186 Realized gains from investments, net (7,534,768) (3,233,569) Increase (decrease) from changes in: Accounts receivable 408,566 292,793 Other assets 240,437 (160,242) Accounts payable and other liabilities 581,425 1,040,315 Accrued compensation payable (909,773) (1,877,854) Income taxes payable, net (176,384) (140,190) Separation costs payable 1,400,000 - ------------ ------------ Net cash provided by operating activities 1,702,205 2,431,200 ------------ ------------ Cash flows from investing activities: Receivable from clearing broker 2,565,920 6,617,278 Purchases of fixed assets (284,742) (478,964) Purchases of investments (57,154,685) (87,767,162) Proceeds from sales of investments 61,623,852 61,285,099 ------------ ------------ Net cash provided by (used in) investing activities 6,750,345 (20,343,749) ------------ ------------ - 7 - ATALANTA/SOSNOFF CAPITAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED) 1997 1996 ----------- ------------ Continued from page 7: Cash flows from financing activities: Issuance of restricted shares 7,750 0 ----------- ------------ Net cash provided by financing activities 7,750 0 ----------- ------------ Net increase in cash and cash equivalents 8,460,300 (17,912,549) Cash and cash equivalents, beginning of year 5,585,953 27,890,844 ----------- ------------ Cash and cash equivalents, end of period $14,046,253 $ 9,978,295 =========== ============ Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 35,727 $ 10,391 =========== ============ Income taxes $ 6,448,384 $ 4,935,190 =========== ============ See Notes to Condensed Consolidated Financial Statements - 8 - ATALANTA/SOSNOFF CAPITAL CORPORATION Notes to Condensed Consolidated Financial Statements Note 1: Unaudited Information The accompanying condensed consolidated financial statements include the accounts of Atalanta/Sosnoff Capital Corporation and its direct and indirect wholly-owned subsidiaries, Atalanta/Sosnoff Capital Corporation (Delaware) ("Capital"), and Atalanta/Sosnoff Management Corporation ("Management"). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (which include only normal recurring accruals) necessary to present fairly the Company's financial position as of September 30, 1997, and the results of its operations for the three and nine months ended September 30, 1997 and 1996. Certain information normally included in the financial statements and related notes prepared in accordance with generally accepted accounting principles has been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto appearing in the Company's December 31, 1996 Annual Report on Form 10-K, as amended. Information included in the condensed consolidated balance sheet as of December 31, 1996 has been derived from the audited consolidated financial statements appearing in the Company's Annual Report on Form 10-K, as amended. Note 2: Special Charges During the third quarter of 1997, special charges totaling $1.9 million were recorded, comprised of $1.4 million in separation costs and $.5 million in various professional fees which are included in general and administrative expenses. The separation costs relate to the Company's termination without cause of its former president, Mr. Robert J. Kobel, on August 15, 1997. Such termination is governed by the terms of Mr. Kobel's Employment Agreement, whereby he receives two years compensation at his current base salary level at the time of termination. During the quarter, the Company also disclosed (see Form 8-K as filed) that it had abandoned an attempt to take the Company private. Costs associated with this abandoned transaction totaled approximately $500,000, primarily in the form of fees to financial advisors, legal counsel, and accounting firms. 9 Note 3: 1996 Long Term Incentive Plan ("LTIP") As of September 17, 1997, the Company awarded 775,000 shares of restricted stock at the issue price of $.01 per share to two senior executives under the terms of the LTIP. Mr. Craig B. Steinberg, President, received 600,000 shares and Mr. Anthony G. Miller, Executive Vice President and Chief Operating Officer, received 175,000 shares. Such awards vest over four years. The difference of $9.0 million between the market value of the shares awarded on the date of grant and the purchase price of $.01 per share was recorded as unearned compensation in shareholders' equity and will be amortized over a four-year period commencing with the fourth quarter of 1997. Note 4: Net Income Per Share Primary earnings per share amounts were computed based on 9,043,680 and 8,828,954 weighted average common shares outstanding in the third quarters of 1997 and 1996, respectively, and 8,891,989 and 8,866,440 weighted average common shares outstanding in the first nine months of 1997 and 1996, respectively. The shares outstanding have been adjusted to reflect the impact of in the money options, using the Treasury Stock method. See Exhibit ll for further details on the computation of net income per share. Note 5: Provision for Income Taxes The Company records income taxes in accordance with the provisions of SFAS No. 109. Accordingly, deferred taxes are provided to reflect temporary differences between the recognition of income and expense for financial reporting and tax purposes. 10 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Quarterly Report on Form 10-Q under the caption "Management's Discussion and Analysis of Results of Operations and Financial Condition", and elsewhere in this Report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following general economic and business conditions: the loss of, or the failure to replace, any significant clients; changes in the relative investment performance of client or firm accounts and changes in the financial marketplace, particularly in the securities markets. These forward-looking statements speak only as of the date of this Quarterly Report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. 11 Part I. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition I. General Total assets were $80.8 million at September 30, 1997, compared with $64.7 million at December 31, 1996, while book value per share totaled $7.69 at September 30, 1997, compared with $6.99 at December 31, 1996. Cash and cash equivalents were $14.0 million at September 30, 1997, compared with $5.6 million at December 31, 1996. Investments (at market) totaled $61.9 million at September 30, 1997, compared with $51.4 million at the end of 1996. Unrealized gains on investments, net of deferred taxes, totaled $5.3 million at September 30, 1997, compared with $861,000 at December 31, 1996. Owing to the loss of several sizeable institutional accounts in 1996 and some withdrawals from existing accounts, assets under management at September 30, 1997 totaled $2.88 billion, 1% less than a year ago, and 4% above year-end 1996. Account losses are the result of below market performance for equity accounts in 1996 as well as "style-drift" concerns of consultants, while strong performance over the first nine months of 1997 accounts for the growth since the end of 1996. Net income totaled $1.7 million ($.19 per share) for the three months ended September 30, 1997, compared with $2.0 million ($.23 per share) for the same period in 1996. Income from money management operations before taxes ("operating income") decreased 92% to $166,000, compared with $2.0 million in the 1996 quarter. Other income increased 111% during the same period. Net income totaled $7.6 million ($.85 per share) for the nine months ended September 30, 1997, compared with $6.4 million ($.73 per share) for the same period in 1996. Operating income decreased 42% to $3.9 million, compared with $6.6 million in the comparable 1996 period. Other income increased 119% during the same period. During the 1997 third quarter special charges (classified in both separation costs and general and administrative expenses) totaling $1.9 million ($.11 per share after taxes) were charged to operations due to the termination of the Company's former president ($1.4 million) and the costs incurred by the Company associated with an abandoned effort to take the Company private. Net income before special charges totaled $2.8 million ($.30 per share) in the third quarter of 1997, and $8.6 million, or $.96 per share, for the first nine months of 1997. Based on the special charges recorded in the third quarter of 1997, and the managed asset level at September 30th, the Company believes that operating income will be lower in 1997 than 1996. The Company intends to keep operating expenses under close control. 12 II. Assets Under Management Assets under management totaled $2.88 billion at September 30, 1997, compared with $2.76 billion on December 31, 1996, and $2.91 billion on September 30, 1996. During the third quarter of 1997, new accounts totaled $1 million, net withdrawals out of client accounts totaled $203 million, and performance increased managed assets by $217 million. For the nine months ended September 30, 1997, new accounts totaled $16 million, net withdrawals out of client accounts totaled $584 million, and performance increased managed assets by $686 million. In the twelve months ended September 30, 1997, new accounts totaled $17 million, net withdrawals out of client accounts totaled $873 million, and performance added $832 million to managed assets. III. Results of Operations Quarterly Comparison In the third quarter of 1997 operating revenues decreased 4% to $4.8 million, compared with $5.0 million in the same quarter a year ago. However, operating revenues increased 7% compared with the second quarter of 1997, representing the first sequential increase since the first quarter of 1996. Average managed assets totaled $2.88 billion in the 1997 third quarter, or 6% less than the $3.05 billion average in the third quarter of 1996, and 5% above the $2.75 billion average in the second quarter of 1997. Operating expenses in the third quarter of 1997 increased 56% to $4.6 million, compared with $3.0 million in the third quarter of 1996. Before special charges of $1.9 million, operating expenses declined 8% compared with the 1996 third quarter, in expectation of reduced 1997 bonus payments to senior executives under the Company's Management Incentive Plan. As a result, operating income before special charges increased 2% to $2.1 million (43% margin), compared with $2.0 million (40% margin) in the 1996 quarter. After special charges, operating income decreased 92%. Operating income totaled 5% of pre-tax income in the third quarter of 1997, compared with 58% in the 1996 quarter. Due to a strong equity market, other income totaled $3.0 million in the 1997 quarter, which included $2.5 million in net realized capital gains. Other income totaled $1.4 million for the same period a year ago, reflecting net realized capital gains of $931,000. 13 The following table depicts significant variances in selected income statement items for the three months ended September 30, 1997 compared with the same period in 1996. Explanations of the variances follow the table. (000's) Three Months Ended Sept. 30 ----------------- Percentage 1997 1996 Change ------ ------ ---------- A. Advisory fees $4,443 $4,650 -4% B. Employees' compensation 1,916 2,078 -8 C. Non-compensation expenses 2,707 891 204 D. Other income, net 3,036 1,440 111 o The decline in advisory fees is due to the decline in average assets under management previously discussed. o The decrease in employees' compensation is the result of expected 1997 bonus payments lower than 1996, based on expected operating results for the year. o Non-compensation expenses grew significantly during the quarter due to $1.9 million of one-time special charges recorded. These changes include $1.4 million in separation costs due to the termination without cause of the Company's former president. Additionally, these charges include the costs incurred by the Company associated with an abandoned effort to take the Company private which totaled approximately $500,000, in the form of various professional fees charged to general and administrative expenses. Excluding these special charges, non-compensation expenses declined 9% to total $815,000 in the 1997 quarter. o Other income increased due to a 5% increase in net interest and dividends received, and an 169% increase in net realized capital gains as previously discussed. 14 Nine Month Comparison For the first nine months of 1997 operating revenues decreased 11% to $14.1 million, compared with $15.8 million in the first nine months of 1996. Average managed assets totaled $2.82 billion in the 1997 period, or 15% less than the $3.31 billion average in the first nine months of 1996. Operating expenses in the first nine months of 1997 increased 11% to $10.2 million, compared with $9.2 million in the 1996 nine month period. Before special charges of $1.9 million, operating expenses declined 10% compared with the 1996 nine month period, in expectation of sharply lower 1997 bonus payments to senior executives under the Company's Management Incentive Plan. As a result, operating income before special charges declined 13% to $5.8 million (41% margin), compared with $6.6 million (42% margin) in the 1996 period. After special charges, operating income declined 42% in the 1997 period. Operating income totaled 28% of pre-tax income in the first nine months of 1997, compared with 59% in the comparable 1996 period. Due to a strong equity market, other income totaled $10.0 million in the 1997 period, which included $7.5 million in net realized capital gains. Other income totaled $4.6 million for the same period a year ago, reflecting net realized capital gains of $3.2 million. The following table depicts significant variances in selected income statement items for the nine months ended September 30, 1997 compared with the same period in 1996. Explanations of the variances follow the table. (000's) Nine Months Ended Sept. 30 ------------------- Percentage 1997 1996 Change ------- ------- ---------- A. Advisory fees $12,907 $14,628 -12% B. Employees' compensation 5,615 6,407 -12 C. Non-compensation expenses 4,581 2,785 64 D. Other income, net 9,992 4,570 119 E. Income taxes 6,272 4,795 31 o The decline in advisory fees is due to the decline in average assets under management previously discussed. o The decrease in employees' compensation is the result of expected 1997 bonus payments significantly lower than 1996, based on expected operating results for the year. 15 o Non-compensation expenses grew in the 1997 period due to the $1.9 million in special charges previously discussed. Excluding these special charges, operating expenses declined 3% to total $2.7 million in the 1997 nine month period. o Other income increased due to an 84% increase in net interest and dividends received in 1997 (primarily due to a special dividend received from a company whose securities were held in the Firm's investment portfolio), and an 133% increase in net realized capital gains as previously discussed. o Income taxes increased due to the 24% growth in pre-tax income, and an increase in the effective rate at the State level. IV. Liquidity and Capital Resources At September 30, 1997 the Company had cash and cash equivalents totaling $14.0 million, compared with $5.6 million at the end of 1996. Operating activities provided net cash inflows of $1.7 million in the nine months ended September 30, 1997, compared with $2.4 million in the same period in 1996. This reflects the changing levels of operating income and net income over those periods. Net cash provided by investing activities totaled $6.8 million in the nine months ended September 30, 1997, compared with a net use of $20.3 million in the similar 1996 period. This reflects the Company's net sales of marketable securities in the 1997 period compared with net purchases in the 1996 period. Investments in marketable securities aggregated $61.9 million at September 30, 1997, compared with $51.4 million at the end of 1996. Shareholders' equity totaled $73.7 million at September 30, 1997, compared with $61.6 million at the end of 1996, primarily due to net income of $7.6 million recorded in the first nine months of 1997. The Company has adopted SFAS No. 115, and it resulted in a net unrealized gain of $5.3 million in shareholders' equity at September 30, 1997, compared with $861,000 at the end of 1996. At September 30, 1997, the Company had no liabilities for borrowed money. As of September 17, 1997, the Company awarded 775,000 shares of restricted stock at the issue price of $.01 per share to two senior executives under the terms of the LTIP. Mr. Craig B. Steinberg, President, received 600,000 shares and Mr. Anthony G. Miller, Executive Vice President and Chief Operating Officer, received 175,000 shares. Such awards vest over four years. The difference of $9.0 million between the market value of the shares awarded on the date of grant and the purchase price of $.01 per share was recorded as unearned compensation in shareholders' equity and will be amortized over a four-year period commencing with the fourth quarter of 1997. The Company believes that the foreseeable capital and liquidity requirements of its existing businesses will continue to be met with funds generated from operations. 16 Part II. Other Information Item 1. Legal Proceedings None. Item 2. Changes in Securities Holders None. Item 3. Default upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K Exhibit Number Description ------- ----------- 2 None. 4 None. 11 Computation of Earnings per Share. 15 None. 18 None. 19 None. 20 None. 23 None. 24 None. 25 None. 27 Financial Data Schedule. 28 None. Reports on Form 8-K: The Company filed a Form 8-K on August 18, 1997 relating to the termination without cause of its former president and the abandoned attempt to take the Company private. 17 SIGNATURES 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. Atalanta/Sosnoff Capital Corporation Date: October 31, 1997 /s/ Martin T. Sosnoff Martin T. Sosnoff Chairman and Chief Executive Officer Date: October 31, 1997 /s/ Anthony G. Miller Anthony G. Miller Executive Vice President, Chief Operating Officer and Chief Financial Officer 18 EXHIBIT INDEX Exhibit Number Description Page ------- ----------- ---- 2 None 4 None 11 Computation of Earnings per Share 20 15 None 18 None 19 None 20 None 23 None 24 None 25 None 27 Financial Data Schedule 21 28 None 19