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:
June 30, 1998 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
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(Address of principal executive offices (zip code)
(212) 867-5000
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(Registrant's Telephone Number, including area code)
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(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 August 5, 1998 there were 9,587,401 shares of common stock outstanding.
ATALANTA/SOSNOFF CAPITAL CORPORATION
INDEX
Part I - Financial Information PAGE NO.
--------
Item 1 - Financial Statements
Condensed Consolidated Statements
of Financial Condition - June 30, 1998
and December 31, 1997 3
Condensed Consolidated Statements
of Income - Three and Six Months Ended
June 30, 1998 and 1997 4-5
Condensed Consolidated Statement
of Changes in Shareholders' Equity
- Six Months Ended June 30, 1998 6
Condensed Consolidated Statements of
Cash Flows - Six Months Ended
June 30, 1998 and 1997 7
Notes to Condensed Consolidated 8-9
Financial Statements
Special Note Regarding Forward-Looking Statements 10
Item 2 - Management's Discussion and Analysis
of Results of Operations and Financial
Condition 11-14
Part II - Other Information
Items 1-6 15
Signatures 16
Exhibit Index 17
Exhibit 11 - Computation of Earnings Per Share 18
Exhibit 27 - Financial Data Schedule 19
2
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
ASSETS JUNE 30, 1998 DECEMBER 31, 1997
- ------ ------------- -----------------
Cash and cash equivalents $ 5,070,923 $ 3,805,243
Accounts receivable 2,899,517 3,355,399
Receivable from clearing broker 0 1,323,473
Investments, at market 71,737,236 63,039,613
Investments in limited partnerships 5,665,214 1,928,454
Fixed assets, net 725,301 789,361
Exchange memberships, at cost 402,000 402,000
Other assets 556,404 769,281
----------- -----------
Total assets $87,056,595 $75,412,824
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Liabilities:
Accounts payable and other liabilities $ 965,695 $ 854,039
Accrued compensation payable 435,898 839,424
Income taxes payable 4,386,251 1,763,574
Separation costs payable 1,050,000 1,400,000
----------- -----------
Total liabilities 6,837,844 4,857,037
----------- -----------
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 shares
issued and outstanding 95,874 95,874
Additional paid-in capital 24,648,499 24,648,499
Retained earnings 56,638,120 52,963,643
Unrealized gains from investments,
net of deferred tax liabilities 6,150,077 1,286,794
Unearned compensation (7,313,819) (8,439,023)
----------- -----------
Total shareholders' equity 80,218,751 70,555,787
----------- -----------
Total liabilities and shareholders' equity $87,056,595 $75,412,824
=========== ===========
Book value per share $ 8.37 $ 7.36
=========== ===========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED
------------------
JUNE 30, 1998 JUNE 30, 1997
------------- -------------
Revenues:
Advisory fees $ 4,117,086 $ 4,078,691
Commissions and other 394,702 415,859
----------- -----------
Total revenues 4,511,788 4,494,550
----------- -----------
Costs and expenses:
Employees' compensation 2,404,362 1,824,845
Clearing and execution costs 136,675 146,781
Selling expenses 122,295 91,810
General and administrative expenses 782,780 741,514
----------- -----------
Total costs and expenses 3,446,112 2,804,950
----------- -----------
Operating income 1,065,676 1,689,600
----------- -----------
Other income (expense):
Interest and dividend income 404,694 494,789
Interest expense (9,052) (13,602)
Realized and unrealized gains
from investments, net 1,790,795 4,428,465
----------- -----------
Other income, net 2,186,437 4,909,652
----------- -----------
Income before provision for income taxes 3,252,113 6,599,252
Provision for income taxes 1,368,000 3,011,000
----------- -----------
Net income $ 1,884,113 $ 3,588,252
=========== ===========
Earnings per common share - basic $ 0.20 $ 0.41
=========== ===========
Earnings per common share - diluted $ 0.20 $ 0.41
=========== ===========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
SIX MONTHS ENDED
----------------
JUNE 30, 1998 JUNE 30, 1997
------------- -------------
Revenues:
Advisory fees $ 8,113,232 $ 8,464,115
Commissions and other 842,220 805,295
----------- -----------
Total revenues 8,955,452 9,269,410
----------- -----------
Costs and expenses:
Employees' compensation 4,883,327 3,699,046
Clearing and execution costs 301,992 283,098
Selling expenses 227,068 195,476
General and administrative expenses 1,405,740 1,394,708
----------- -----------
Total costs and expenses 6,818,127 5,572,328
----------- -----------
Operating income 2,137,325 3,697,082
----------- -----------
Other income (expense):
Interest and dividend income 917,678 1,947,469
Interest expense (28,631) (22,341)
Realized and unrealized gains
from investments, net 3,424,105 5,031,266
----------- -----------
Other income, net 4,313,152 6,956,394
----------- -----------
Income before provision for income taxes 6,450,477 10,653,476
Provision for income taxes 2,776,000 4,816,000
----------- -----------
Net income $ 3,674,477 $ 5,837,476
=========== ===========
Earnings per common share - basic $ 0.38 $ 0.66
=========== ===========
Earnings per common share - diluted $ 0.38 $ 0.66
=========== ===========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
Additional
Common Paid-In Retained Unrealized Unearned
Stock Capital Earnings Gains - Net Compensation Total
----- ------- -------- ----------- ------------ -----
Balance -
December 31, 1997 $ 95,874 $24,648,499 $52,963,643 $ 1,286,794 ($8,439,023) $70,555,787
Unrealized gains from
investments, net of
deferred taxes 4,863,283 4,863,283
Amortization of unearned
compensation 1,125,204 1,125,204
Net Income 3,674,477 3,674,477
----------- ----------- --------- ----------- --------- -----------
Balance -
June 30, 1998 $ 95,874 $24,648,499 $56,638,120 $ 6,150,077 ($7,313,819) $80,218,751
=========== =========== =========== =========== =========== ===========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6
ATALANTA/SOSNOFF CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
1998 1997
----------- -----------
Cash flows from operating activities:
Net income $ 3,674,477 $ 5,837,476
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 92,947 65,917
Amortization 1,125,204
Realized and unrealized gains from
investments, net (3,424,105) (5,031,266)
Increase (decrease) from changes in:
Accounts receivable 455,882 500,405
Other assets 212,877 (26,575)
Accounts payable and other liabilities 111,656 345,900
Accrued compensation payable (403,526) (971,462)
Income taxes payable (619,511) 1,461,761
Separation costs payable (350,000) --
----------- -----------
Net cash provided
by operating activities 875,901 2,182,156
----------- -----------
Cash flows from investing activities:
Receivable from clearing broker, net 1,323,473 (4,618,131)
Purchases of fixed assets (28,887) (126,982)
Purchases of investments (61,013,292) (33,697,445)
Proceeds from sales of investments 60,108,485 46,564,892
----------- -----------
Net cash provided by
investing activities 389,779 8,122,334
----------- -----------
Net increase in cash and cash equivalents 1,265,680 10,304,490
Cash and cash equivalents, beginning of year 3,805,243 5,585,953
----------- -----------
Cash and cash equivalents, end of period $ 5,070,923 $15,890,443
=========== ===========
Supplemental disclosure of cash
flow information: Cash paid
during the period for:
Interest $ 28,631 $ 22,341
=========== ===========
Income taxes $ 3,395,511 $ 3,354,239
=========== ===========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7
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 ("Holding Company") 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 June 30, 1998, and the results of its operations for the three
and six months ended June 30, 1998 and 1997. 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, 1997 Annual Report on Form
10-K. Information included in the condensed consolidated balance sheet as of
December 31, 1997 has been derived from the audited consolidated financial
statements appearing in the Company's Annual Report on Form 10-K.
Note 2: NON-CASH COMPENSATION EXPENSE ("NCCE")
--------------------------------------
NCCE of approximately $563,000 was charged to operations in the second quarter
of 1998, compared with none in the second quarter of 1997. NCCE of
approximately $1.13 million was charged to operations in the first six months
of 1998, compared with none in the first half of 1997. (See Note 3 below).
Note 3: 1996 LONG TERM INCENTIVE PLAN ("LTIP")
--------------------------------------
In September, 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. Such awards vest over four years. The difference of $9.0 million
between market value ($11.625 per share) on the date of grant and the purchase
price was recorded as unearned compensation in shareholders' equity and is
being amortized over a four-year period which commenced with the fourth
quarter of 1997 (approximately $563,000 per quarter and $2.25 million
annually).
Note 4: NET INCOME PER SHARE
--------------------
Primary earnings per share amounts were computed based on 9,587,401
and 8,812,401 weighted average common shares outstanding in the second
quarters of 1998 and 1997, respectively, as well as in each of the first six
months of 1998 and 1997, respectively.
Diluted earnings per share amounts were computed based on 9,609,520
and 8,829,789 weighted average common shares outstanding in the second
quarters of 1998 and 1997, respectively, and 9,608,178 and 8,828,541 weighted
average common shares outstanding in the first six months of 1998 and 1997,
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.
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
Note 5: INVESTMENTS, AT MARKET
----------------------
The Company records its investments in accordance with the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 115, with the
exception of investments held by Management. The Company has designated those
investments held by the Holding Company and Capital in equity and debt
securities as "available for sale," for which unrealized gains and losses are
reported as a separate component of shareholders' equity. Investments held by
Management are recorded at market value, with the related unrealized gains and
losses reflected in the consolidated statements of income.
Note 6: 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.
9
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.
10
Part I. Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition.
I. GENERAL
-------
Total assets total $87.1 million at June 30, 1998, compared with
$75.4 million at December 31, 1997, and book value per share totaled
$8.37 at June 30, 1998, compared with $7.36 at December 31, 1997.
Cash and cash equivalents totaled $5.1 million at June 30, 1998,
compared with $3.8 million at December 31, 1997. Investments (at
market) totaled $71.7 million at June 30, 1998, compared with $63.0
million at the end of 1997. Unrealized gains on investments, net of
deferred taxes, totaled $6.2 million at June 30, 1998, compared with
$1.3 million at December 31, 1997.
Owing to the loss of sizeable institutional accounts in 1997 and
1998, and some withdrawals from existing accounts, partially offset
by strong performance results in equity accounts over the last year,
assets under management at June 30, 1998 totaled $2.22 billion, 23%
less than a year ago, and 17% below year-end 1997. Account losses
have been the result of below market performance for equity accounts
in 1996 and 1997.
Net income totaled $1.9 million ($.20 per share diluted) for the
three months ended June 30, 1998, compared with $3.6 million ($.41
per share diluted) for the same period in 1997. Before non-cash
compensation charges of $563,000, net income totaled $.23 per share
diluted in the 1998 quarter. Income from money management operations
before taxes ("operating income") decreased 37% to $1.1 million,
compared with $1.7 million in the 1997 quarter. Excluding non-cash
compensation charges, operating income declined 4% in the 1998
quarter. Other income decreased 55% during the same period.
Net income totaled $3.7 million ($.38 per share diluted) for the six
months ended June 30, 1998, compared with $5.8 million ($.66 per
share diluted) for the same period in 1997. Before non-cash
compensation charges of $1.13 million, net income totaled $.45 per
share diluted in the first half of 1998. Operating income decreased
42% to $2.1 million in the 1998 period, compared with $3.7 million in
the first half of 1997. Excluding non-cash compensation charges,
operating income declined 12% in the 1998 period. Other income
decreased 38% during the same period.
The Company's second largest account ($311 million in managed assets)
terminated at the end of May. This account generated 3.8% of
operating revenues in 1997. While total operating revenues may
decline in 1998, the Company intends to continue to keep operating
expenses under close control.
II. ASSETS UNDER MANAGEMENT
-----------------------
Assets under management totaled $2.22 billion at June 30, 1998,
compared with $2.70 billion on March 31, 1998, $2.68 billion on
December 31, 1997, and $2.87 billion on June 30, 1997.
During the second quarter of 1998, new accounts totaled $8 million,
net withdrawals out of client accounts totaled $609 million, and
performance increased client account balances by $122 million.
For the six months ended June 30, 1998, new accounts totaled $10
million, net withdrawals out of client accounts totaled $888 million,
and performance increased client account balances by $417
million.
11
In the twelve months ended June 30, 1998, new accounts totaled $14
million, net withdrawals out of client accounts totaled $1,233
million, and performance added $575 million to managed assets.
III. RESULTS OF OPERATIONS
---------------------
QUARTERLY COMPARISON
--------------------
In the second quarter of 1998 operating revenues totaled $4.5
million, compared with $4.5 million a year ago. Average managed
assets totaled $2.54 billion in the 1998 quarter, or 8% less than the
$2.75 billion average in the second quarter of 1997, and 5% below the
$2.67 billion average in the first quarter of 1998.
Owing to the non-cash compensation charges of $563,000, operating
expenses increased 23% to $3.4 million, compared with $2.8 million a
year ago. Before these charges, operating expenses totaled $2.9
million, or a 3% increase over 1997. As a result, operating income
before non-cash compensation charges declined 4% to $1.6 million (36%
margin), compared with $1.7 million (38% margin) in the 1997 quarter.
Reported operating income declined 37% to total $1.1 million in the
1998 quarter.
Operating income totaled 33% of pre-tax income in the second quarter
of 1998, compared with 26% in the 1997 quarter. Other income totaled
$2.2 million in the 1998 quarter, which included $1.8 million in net
realized and unrealized capital gains. Other income totaled $4.9
million for the same period a year ago, reflecting net realized and
unrealized capital gains of $4.4 million.
The following table depicts variances in significant income statement
items for the three months ended June 30, 1998 compared with the same
period in 1997. Explanations of the variances follow the table.
(000's)
3 Months Ended June 30
---------------------- Percentage
1998 1997 Change
----- ------ ------
A. Advisory fees $4,117 $4,079 +1%
B. Employees' compensation 2,404 1,825 +32
C. Non-compensation expenses 1,042 980 +6
D. Other income, net 2,186 4,910 -55
E. Income taxes 1,368 3,011 -55
o The increase in advisory fees is due to an increase in the
weighted fee yield, partially offset by the decline in average
assets under management previously discussed.
o The increase in employees' compensation is the result of $563,000
in non-cash compensation charges recorded in the 1998 quarter,
compared with none in the 1997 quarter. Excluding this charge,
compensation expense increased 1%.
o Non-compensation expenses increased from a year ago due to
one-time increases in various professional fees.
12
o Other income decreased due to a 60% decrease in net realized and
unrealized capital gains, and an 18% decrease in interest and
dividend income.
o Income taxes decreased due to the 51% decline in pre-tax income.
SIX MONTH COMPARISON
--------------------
In the first six months of 1998 operating revenues decreased 3% to
$9.0 million, compared with $9.3 million in the 1997 period. Average
managed assets totaled $2.59 billion in the first half of 1998, or 7%
less than the $2.79 billion average in the first six months of 1997.
Owing to the non-cash compensation charges of $1.13 million,
operating expenses increased 22% to $6.8 million, compared with $5.6
million a year ago. Before these charges, operating expenses totaled
$5.7 million, or a 2% increase over 1997. As a result, operating
income before non-cash compensation charges declined 12% to $3.3
million (36% margin), compared with $3.7 million (40% margin) in the
1997 period. Reported operating income declined 42% to total $2.1
million in the 1998 period.
Operating income totaled 33% of pre-tax income in the first half of
1998, compared with 35% in the 1997 period. Other income totaled $4.3
million in the 1998 period, which included $3.4 million in net
realized and unrealized capital gains. Other income totaled $7.0
million for the same period a year ago, reflecting net realized and
unrealized capital gains of $5.0 million.
The following table depicts variances in significant income statement
items for the six months ended June 30, 1998 compared with the same
period in 1997. Explanations of the variances follow the table.
(000's)
6 Months Ended June 30
---------------------- Percentage
1998 1997 Change
----- ------ ------
A. Advisory fees $8,113 $8,464 -4%
B. Employees' compensation 4,883 3,699 +32
C. Non-compensation expenses 1,935 1,873 +3
D. Other income, net 4,313 6,956 -38
E. Income taxes 2,776 4,816 -42
o The decrease in advisory fees is due to the decline in average
assets under management previously discussed.
o The increase in employees' compensation is the result of $1.13
million in non-cash compensation charges recorded in the 1998
period, compared with none in the 1997 period. Excluding this
charge, compensation expense increased 2%.
o Non-compensation expenses increased from a year ago due to
one-time increases in various professional fees.
13
o Other income decreased due to a 32% decrease in net realized
and unrealized capital gains, and a 53% decline in interest and
dividend income (primarily due to a special dividend received in
1997).
o Income taxes decreased due to the 39% decline in pre-tax income.
IV. LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
At June 30, 1998 the Company had cash and cash equivalents of $5.1
million, compared with $3.8 million at the end of 1997. Operating
activities provided net cash inflows of $876,000 in the six months
ended June 30, 1998, compared with $2.2 million in the same period in
1997. This reflects the changing levels of operating income and net
income over those periods. Net cash provided by investing activities
totaled $390,000 in the 1998 period, compared with $8.1 million in
the similar 1997 period.
Investments in marketable securities aggregated $71.7 million at June
30, 1998, compared with $63.0 million at the end of 1997.
Shareholders' equity totaled $80.2 million at June 30, 1998, compared
with $70.6 million at the end of 1997, primarily due to net income of
$3.7 million recorded in the first six months of 1998, and the net
unrealized gain of $6.2 million in shareholders' equity at June 30,
1998, compared with $1.3 million at the end of 1997. At June 30,
1998, the Company had no liabilities for borrowed money.
In September, 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. Such awards vest over four years. The
difference of $9.0 million between the market value ($11.625 per
share) 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 is being amortized over a four-year period
which commenced 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.
14
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: None.
15
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: August 6, 1998 /s/ Martin T. Sosnoff
-----------------------------
Martin T. Sosnoff
Chairman of the Board and
Chief Executive Officer
Date: August 6, 1998 /s/ Anthony G. Miller
-----------------------------
Anthony G. Miller
Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
16
EXHIBIT INDEX
Exhibit
Number Description Page
------ ----------- ----
2 None
4 None
11 Computation of Earnings per Share 18
15 None
18 None
20 None
23 None
24 None
25 None
27 Financial Data Schedule 19
28 None
17