UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 
 FORM 10-Q 
  (Mark One)x

          

          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended December 31, 2009 OR  o

          

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from  to . Commission File Number: 1-9728 
 [GRAPHIC MISSING] EPOCH HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter)  Delaware

          

          20-1938886(State or Other Jurisdiction ofIncorporation or Organization)

          

          (I.R.S. EmployerIdentification No.)
 640 Fifth Avenue, New York, NY 10019 (Address of Principal Executive Offices) (212) 303-7200 (Registrants Telephone Number, Including Area Code) 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, non-accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer o

          

          Accelerated filer x

          

          Non-accelerated filer o(Do not Check if Smaller Reporting Company)

          

          Smaller reporting company o
 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes o No o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o No x As of February 2, 2010, there were 22,184,251 shares of the registrants common stock, $.01 par value per share, issued and outstanding.
     TABLE OF CONTENTS [GRAPHIC MISSING] EPOCH HOLDING CORPORATION AND SUBSIDIARIES   QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED DECEMBER 31, 2009 TABLE OF CONTENTS  Form 10-Q Item No.

          

          Page No.PART I. FINANCIAL INFORMATIONItem 1.Financial Statements.





1Condensed Consolidated Balance Sheets  December 31, 2009 (Unaudited) and June 30, 2009





1Condensed Consolidated Statements of Operations (Unaudited)  for the Three and Six Months Ended December 31, 2009 and 2008





2Condensed Consolidated Statements of Changes in Stockholders Equity  for the Year Ended June 30, 2009 and Six Months Ended December 31, 2009 (Unaudited)





3Condensed Consolidated Statements of Cash Flows (Unaudited)  for the Six Months Ended December 31, 2009 and 2008





4Notes to Condensed Consolidated Financial Statements (Unaudited)





5 -14Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations.





15 -36Item 3.Quantitative and Qualitative Disclosures About Market Risk.





36 -38Item 4.Controls and Procedures.





38PART II. OTHER INFORMATIONItem 1.Legal Proceedings.





39Item 1A.Risk Factors.





39Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.





39Item 4.Submission of Matters to a Vote of Security Holders.





39Item 5.Other Information.





40Item 6.Exhibits.





40Signature





41
 Items other than those listed above have been omitted because they are not applicable.
 i    TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements. EPOCH HOLDING CORPORATION AND SUBSIDIARIES  CONDENSED CONSOLIDATED BALANCE SHEETS(In Thousands)  December 31, 2009

          

          June 30, 2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

          

          $

          32,351

          

          

          $

          37,055Accounts receivable

          

          

          10,413

          

          

          

          7,523Prepaid and other current assets

          

          

          2,148

          

          

          

          1,574Total current assets

          

          

          44,912

          

          

          

          46,152Property and equipment, net of accumulated depreciation of $2,140 and $1,803, respectively

          

          

          1,498

          

          

          

          1,275Security deposits

          

          

          1,226

          

          

          

          1,119Deferred income taxes, net

          

          

          3,076

          

          

          

          3,209Held-to-maturity securities, at amortized cost (fair value of $2,020)  (Note 5)

          

          

          2,021

          

          

          

          Other investments (cost of $3,830 and $3,559, respectively)  (Note 6)

          

          

          3,958

          

          

          

          3,252Total assets

          

          $

          56,691

          

          

          $

          55,007LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities

          

          $

          718

          

          

          $

          636Accrued compensation and benefits

          

          

          5,839

          

          

          

          3,573Deferred revenue

          

          

          303

          

          

          

          Income taxes payable

          

          

          

          

          

          

          46Total current liabilities

          

          

          6,860

          

          

          

          4,255Deferred rent

          

          

          853

          

          

          

          728Subtenant security deposit

          

          

          236

          

          

          

          234Total liabilities

          

          

          7,949

          

          

          

          5,217Commitments and contingencies  (Note 7)Stockholders equity:Common stock

          

          

          226

          

          

          

          225Additional paid-in capital

          

          

          53,370

          

          

          

          50,848(Accumulated deficit)/Retained earnings

          

          

          (1,704

          )

          

          

          1,256Accumulated other comprehensive loss

          

          

          (58

          )

          

          

          (307

          )Treasury stock, at cost  (Note 8)

          

          

          (3,092

          )

          

          

          (2,232

          )Total stockholders equity

          

          

          48,742

          

          

          

          49,790Total liabilities and stockholders equity

          

          $

          56,691

          

          

          $

          55,007
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 1    TABLE OF CONTENTS  EPOCH HOLDING CORPORATION AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)(In Thousands, Except per Share Data)  Three Months EndedDecember 31,

          

          Six Months EndedDecember 31,2009

          

          2008

          

          2009

          

          2008Operating Revenues:Investment advisory and management fees

          

          $

          12,889

          

          

          $

          6,768

          

          

          $

          24,030

          

          

          $

          15,246Performance fees

          

          

          220

          

          

          

          

          

          

          

          496

          

          

          

          Total operating revenues

          

          

          13,109

          

          

          

          6,768

          

          

          

          24,526

          

          

          

          15,246Operating Expenses:Employee related costs (excluding share-based compensation)

          

          

          5,589

          

          

          

          3,887

          

          

          

          10,105

          

          

          

          8,004Share-based compensation

          

          

          960

          

          

          

          791

          

          

          

          1,931

          

          

          

          2,121Occupancy and technology

          

          

          996

          

          

          

          730

          

          

          

          2,079

          

          

          

          1,610Professional fees and services

          

          

          578

          

          

          

          458

          

          

          

          1,271

          

          

          

          1,177General and administrative

          

          

          522

          

          

          

          465

          

          

          

          903

          

          

          

          937Depreciation and amortization

          

          

          126

          

          

          

          105

          

          

          

          337

          

          

          

          211Total operating expenses

          

          

          8,771

          

          

          

          6,436

          

          

          

          16,626

          

          

          

          14,060Operating Income

          

          

          4,338

          

          

          

          332

          

          

          

          7,900

          

          

          

          1,186Other Income:Net realized gains on other investments  (Note 10)

          

          

          104

          

          

          

          4,424

          

          

          

          160

          

          

          

          4,168Interest and other income

          

          

          225

          

          

          

          251

          

          

          

          477

          

          

          

          542Total other income

          

          

          329

          

          

          

          4,675

          

          

          

          637

          

          

          

          4,710Income Before Income Taxes

          

          

          4,667

          

          

          

          5,007

          

          

          

          8,537

          

          

          

          5,896Provision for income taxes

          

          

          1,939

          

          

          

          2,034

          

          

          

          3,512

          

          

          

          2,340Net Income

          

          $

          2,728

          

          

          $

          2,973

          

          

          $

          5,025

          

          

          $

          3,556Earnings Per Share:  (Note 11)Basic and diluted

          

          $

          0.12

          

          

          $

          0.13

          

          

          $

          0.23

          

          

          $

          0.16Weighted-Average Shares Outstanding:Basic

          

          

          22,165

          

          

          

          22,066

          

          

          

          22,180

          

          

          

          22,072Diluted

          

          

          22,311

          

          

          

          22,066

          

          

          

          22,314

          

          

          

          22,074Cash dividends declared per share

          

          $

          0.33

          

          

          $

          0.15

          

          

          $

          0.36

          

          

          $

          0.18
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 2    TABLE OF CONTENTS EPOCH HOLDING CORPORATION AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY For The Year Ended June 30, 2009 and Six Months Ended December 31, 2009(Dollars and Shares in Thousands)  Preferred StockSeries AConvertible

          

          Common Stock

          

          Additional Paid-in Capital

          

          Retained Earnings/(Accumulated Deficit)

          

          AccumulatedOther ComprehensiveLoss

          

          Treasury Stock

          

          TotalStockholders EquityShares

          

          Amount

          

          Shares

          

          Amount

          

          Shares

          

          AmountBalances at June 30, 2008

          

          

          10

          

          

          $

          10

          

          

          

          20,290

          

          

          $

          203

          

          

          $

          44,745

          

          

          $

          698

          

          

          $

          (228

          )

          

          

          9

          

          

          $

          (83

          )

          

          $

          45,345Net income

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          5,860

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          5,860Net unrealized losses on available-for-sale securities, net of tax

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (915

          )

          

          

          

          

          

          

          

          

          

          

          (915

          )Reclassification of realized losses included in net income, net of tax

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          836

          

          

          

          

          

          

          

          

          

          

          

          836Comprehensive income

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          5,781Issuance and forfeitures of restricted common stock

          

          

          

          

          

          

          

          

          

          

          536

          

          

          

          5

          

          

          

          295

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          300Amortization of unearned share-based compensation

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          4,196

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          4,196Conversion of preferred stock

          

          

          (10

          )

          

          

          (10

          )

          

          

          1,667

          

          

          

          17

          

          

          

          (7

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Common stock dividends

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (5,302

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (5,302

          )Income tax benefit from dividends paid on unvested shares

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          112

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          112Net sales/purchases of shares for employee withholding

          

          

          

          

          

          

          

          

          

          

          (31

          )

          

          

          

          

          

          

          (203

          )

          

          

          

          

          

          

          

          

          

          

          31

          

          

          

          (207

          )

          

          

          (410

          )Repurchase of common shares

          

          

          

          

          

          

          

          

          

          

          (264

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          264

          

          

          

          (1,942

          )

          

          

          (1,942

          )Excess income tax benefit from vesting of restricted shares

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,710

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,710Balances at June 30, 2009

          

          

          

          

          

          

          

          

          

          

          22,198

          

          

          $

          225

          

          

          $

          50,848

          

          

          $

          1,256

          

          

          $

          (307

          )

          

          

          304

          

          

          $

          (2,232

          )

          

          $

          49,790Net income

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          5,025

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          5,025Net unrealized gains on available-for-sale securities, net of tax

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          340

          

          

          

          

          

          

          

          

          

          

          

          340Reclassification of realized gains included in net income, net of tax

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (91

          )

          

          

          

          

          

          

          

          

          

          

          (91

          )Comprehensive income

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          5,274Issuance and forfeitures of restricted common stock

          

          

          

          

          

          

          

          

          

          

          53

          

          

          

          1

          

          

          

          (7

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (6

          )Amortization of unearned share-based compensation

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,937

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,937Common stock dividends

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (7,985

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (7,985

          )Income tax benefit from dividends paid on unvested shares

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          131

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          131Net sales/purchases of shares for employee withholding

          

          

          

          

          

          

          

          

          

          

          31

          

          

          

          

          

          

          

          25

          

          

          

          

          

          

          

          

          

          

          

          (31

          )

          

          

          207

          

          

          

          232Repurchase of common shares

          

          

          

          

          

          

          

          

          

          

          (118

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          118

          

          

          

          (1,067

          )

          

          

          (1,067

          )Excess income tax benefit from vesting of restricted shares

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          436

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          436Balances at December 31, 2009 (unaudited)

          

          

          

          

          

          $

          

          

          

          

          22,164

          

          

          $

          226

          

          

          $

          53,370

          

          

          $

          (1,704

          )

          

          $

          (58

          )

          

          

          391

          

          

          $

          (3,092

          )

          

          $

          48,742
 3    TABLE OF CONTENTS EPOCH HOLDING CORPORATION AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(In Thousands)  Six Months EndedDecember 31,2009

          

          2008Cash flows from operating activities:Net income

          

          $

          5,025

          

          

          $

          3,556Adjustments to reconcile net income to net cash provided by operating activities:Deferred income taxes

          

          

          (225

          )

          

          

          316Share-based compensation

          

          

          1,931

          

          

          

          2,121Depreciation and amortization

          

          

          337

          

          

          

          211Net realized gains on investments

          

          

          (160

          )

          

          

          (4,168

          )Equity in net (income)/loss from limited liability company

          

          

          (85

          )

          

          

          126Amortization of bond premiums

          

          

          13

          

          

          

          Income tax benefit from vesting of restricted shares

          

          

          (436

          )

          

          

          (1,696

          )Income tax benefit from payment of dividends on unvested shares

          

          

          (131

          )

          

          

          (82

          )(Increase)/decrease in operating assets:Accounts receivable

          

          

          (2,890

          )

          

          

          1,125Prepaid and other current assets

          

          

          (402

          )

          

          

          (621

          )Increase/(decrease) in operating liabilities:Accounts payable and accrued liabilities

          

          

          82

          

          

          

          (246

          )Accrued compensation and benefits

          

          

          2,266

          

          

          

          (530

          )Deferred revenue

          

          

          303

          

          

          

          Income taxes payable

          

          

          521

          

          

          

          331Deferred rent

          

          

          125

          

          

          

          (42

          )Net cash provided by operating activities

          

          

          6,274

          

          

          

          401Cash flows from investing activities:Purchases of held-to-maturity securities

          

          

          (2,434

          )

          

          

          Proceeds from redemption of held-to-maturity securities

          

          

          400

          

          

          

          Capital expenditures

          

          

          (560

          )

          

          

          (16

          )Investments in Company-sponsored products and other investments

          

          

          (32

          )

          

          

          (30

          )Security deposits, net

          

          

          (105

          )

          

          

          (10

          )Proceeds from other transactions

          

          

          6

          

          

          

          4,938Net cash (used in)/provided by investing activities

          

          

          (2,725

          )

          

          

          4,882Cash flows from financing activities:Cash dividends paid

          

          

          (7,985

          )

          

          

          (1,327

          )Repurchase of common stock, net

          

          

          (860

          )

          

          

          (1,473

          )Income tax benefit from vesting of restricted shares

          

          

          436

          

          

          

          1,696Income tax benefit from payment of dividends on unvested shares

          

          

          131

          

          

          

          82Net gains (losses) on sale of shares for employee withholding

          

          

          25

          

          

          

          (218

          )Net cash used in financing activities

          

          

          (8,253

          )

          

          

          (1,240

          )Net (decrease) increase in cash and cash equivalents during period

          

          

          (4,704

          )

          

          

          4,043Cash and cash equivalents at beginning of period

          

          

          37,055

          

          

          

          37,436Cash and cash equivalents at end of period

          

          $

          32,351

          

          

          $

          41,479Supplemental disclosure of cash flow information:Cash paid for income taxes

          

          $

          3,587

          

          

          $

          2,228Supplemental disclosure of non-cash investing activities:Net change in unrealized gains (losses) on available-for-sale securities, net of tax

          

          $

          249

          

          

          $

          (546

          )
 4    TABLE OF CONTENTS EPOCH HOLDING CORPORATION AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three and Six Months Ended December 31, 2009 and 2008(Unaudited) Note 1  Organization Business Epoch Holding Corporation (Epoch or the Company), a Delaware corporation, is a holding company whose sole line of business is investment advisory and investment management services. The operations of the Company are conducted through its wholly-owned subsidiary, Epoch Investment Partners, Inc. (EIP). EIP is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Investment Advisers Act). EIP provides investment advisory and investment management services to retirement plans, mutual funds, endowments, foundations and high net worth individuals.
Headquartered in New York, NY, the Companys current product offerings include U.S. All Cap Value, U.S. Value, U.S. Smid (small/mid) Cap Value, U.S. Small Cap Value, U.S. Choice, Global Small Cap Value, Global Absolute Return, Global Choice, Global All Cap, International Small Cap, Balanced, and Global Equity Shareholder Yield. Business Segments The Companys sole line of business is the investment advisory and investment management business. There are no other operating or reportable segments. Note 2  Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), and in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the
information not misleading. The fiscal year-end Condensed Consolidated Balance Sheet was derived from audited financial statements and, in accordance with interim financial statement standards, does not include all disclosures required by GAAP for annual financial statements. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying financial statements through February 5, 2010, the date the financial statements were issued. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial condition and interim results of operations have been made. The results for the interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The Companys unaudited condensed consolidated financial statements and the related notes should be read together with the consolidated financial statements and the related notes included in the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2009. Certain reclassifications have been made to prior
period condensed consolidated financial statements to conform to the current period presentation. The Company implemented the following accounting policy during the six months ended December 31, 2009. For a complete listing of the Companys significant accounting policies, please refer to the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2009. Held-to-Maturity Securities During the six months ended December 31, 2009, the Company purchased long-term debt securities. Since management has the positive intent and ability to hold these investments until they mature, these investments have been accounted for as held-to-maturity investments. The investments are carried at amortized cost. Premiums and discounts on investments in debt securities are amortized over the contractual lives of these securities. The method of amortization results in a constant effective yield on those securities. Interest on debt securities is recognized in income as earned.
 5    TABLE OF CONTENTS EPOCH HOLDING CORPORATION AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three and Six Months Ended December 31, 2009 and 2008(Unaudited) Note 2  Summary of Significant Accounting Policies   (continued) Recently Issued Accounting Standards FASB Codification In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 168,The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162 (SFAS 168) (FASB ASC 105-10). SFAS 168 replaces all previously issued accounting standards and establishes the FASB Accounting Standards CodificationTM (FASB ASC or Codification) as the single source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All other accounting literature not included in the Codification will become nonauthoritative. SFAS 168 is effective for all interim and annual periods ending after September 15, 2009. The FASB ASC is not intended to change existing U.S. GAAP. The adoption of this pronouncement only resulted in changes to the Companys financial statement disclosure references. As such, the adoption of this pronouncement had no effect on the Companys condensed consolidated financial position, results of operations, or cash flows. In order to facilitate the transition to the FASB ASC, the Company has elected to show all references to FASB ASC within this report on Form 10-Q along with a parenthetical reference to the previous accounting standard. New Consolidation Guidance for Variable Interest Entities In June 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-17 (SFAS No. 167, Amendments to FASB Interpretation No. 46(R)).ASU No. 2009-17 requires a company to perform a qualitative analysis to determine whether its variable interests give it a controlling financial interest in a variable interest entity (VIE). Under ASU No. 2009-17, a company has a controlling interest when it has (a) the power to direct the activities of a VIE that most significantly impact the entitys economic performance and (b) the obligation to absorb losses of the entity, or the right to receive benefits from the entity, that
could potentially be significant to the VIE. A company that holds a controlling financial interest is deemed to be the primary beneficiary of the VIE and is required to consolidate the VIE. ASU No. 2009-17 also requires an ongoing reassessment of whether a company is the primary beneficiary of a VIE, and additional disclosures about a companys involvement in VIEs and any significant changes in risk exposure due to that involvement. ASU No. 2009-17 will be effective for the Companys fiscal year beginning July 1, 2010. The Company does not expect the adoption of ASU No. 2009-17 to have a material effect on its consolidated financial position, results of operations or earnings per share. Note 3  Fair Value Measurements In accordance with FASB ASC 820-10 (SFAS No. 157,Fair Value Measurements), the Company established a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: 

          Level 1  quoted prices in active markets are available for identical assets or liabilities as of the reported date. 

          Level 2  quoted prices in markets that are not active or other pricing inputs that are either directly or indirectly observable as of the reported date.
 6    TABLE OF CONTENTS EPOCH HOLDING CORPORATION AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three and Six Months Ended December 31, 2009 and 2008(Unaudited) Note 3  Fair Value Measurements   (continued) 

          Level 3  prices or valuation techniques that are both significant to the fair value measurement and unobservable as of the reported date. These financial instruments do not have active markets and are measured using managements best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. An asset or liabilitys categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). FASB ASC 820-10 allows three types of valuation approaches: a market approach, which uses observable prices and other relevant information that is generated by market transactions involving identical or comparable assets or liabilities; an income approach, which uses valuation techniques to convert future amounts to a single, discounted present value amount; and a cost approach, which is based on the amount that currently would be required to replace the service capacity of an asset. Other Investments: Other investments consist of investments in Company-sponsored investment vehicles, including mutual funds, an investment product separate account, and a limited liability company. These investments generally represent either seed capital or an investment to establish a performance track record. The investments in the mutual funds and in the separate account are accounted for as available-for-sale investments and valued under the market approach through the use of unadjusted quoted market prices available in an active market and are classified within Level 1 of the valuation hierarchy. The fair market value of these investments at December 31, 2009 was $3.5 million. The investment in the Epoch Global Absolute Return Fund, LLC is accounted for under the equity method, whereby the Company records its percentage share of realized and unrealized earnings or losses in the Condensed Consolidated Statement of Operations. Accordingly, FASB ASC 820-10 does not apply to this investment. The carrying value of this investment at December 31, 2009 was $0.5 million. The following table presents, for each of the hierarchy levels previously described, the Companys assets that are measured at fair value as of December 31, 2009 (in thousands):  Fair Value Measurements

          

          Quoted Prices in Active Markets for Identical Assets (Level 1)

          

          Significant Other Observable Inputs (Level 2)

          

          Significant Unobservable Inputs (Level 3)Other investments:Available-for-sale

          

          $

          3,485

          

          

          $

          3,485

          

          

          $

          

          

          

          $

          
 At December 31, 2009, the Company did not hold any financial liabilities measured at fair value. Financial Instruments that Approximate Fair Value FASB ASC 825-10 (SFAS 107,Disclosure about Fair Value of Financial Instruments) requires disclosure of estimated fair values of certain financial instruments, both on and off the Condensed Consolidated Balance Sheets. The method and assumptions are as follows: Cash and Cash Equivalents: Cash and cash equivalents include cash in checking and money market accounts, as well as highly liquid investments in money market funds consisting of short-term securities of the U.S. government and its agencies. Cash equivalents are stated at cost, which approximates fair value due to their short maturity.
 7    TABLE OF CONTENTS EPOCH HOLDING CORPORATION AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three and Six Months Ended December 31, 2009 and 2008(Unaudited) Note 3  Fair Value Measurements   (continued) Security Deposits: Security deposits are funds held in certificates of deposit as required by the lessors of the Companys leased and subleased office premises. These investments mature, and are renewed, in one-year intervals, and accordingly are valued at cost plus accrued interest, which approximates fair value. Note 4  Accounts Receivable The Companys accounts receivable balances do not include an allowance for doubtful accounts for the periods presented and there have been no bad debt expenses recognized during the three and six months ended December 31, 2009 and 2008, respectively. Management believes these receivables are fully collectible. Significant Customers For the three and six months ended December 31, 2009, New York Life Investment Management, through the MainStay Group of Funds, accounted for approximately 15% and 11%, of consolidated operating revenues, respectively, while CI Investments Inc. (CI), a Canadian-owned investment management company, accounted for approximately 10% of consolidated operating revenues. For the three and six months ended December 31, 2008, CI accounted for approximately 13% and 14% of consolidated operating revenues, respectively. Note 5  Held-to-Maturity Securities The Companys investment securities classified as held-to-maturity consist of long-term debt securities. These investments are carried at amortized cost. Gross unrealized gains and losses, and fair value of these securities at December 31, 2009 are as follows (in thousands):  AmortizedCost

          

          Gross Unrealized

          

          FairValueGains

          

          LossesHeld-to-maturity securities

          

          $

          2,021

          

          

          $

          

          

          

          $

          (1

          )

          

          $

          2,020
 The fair value of investments in held-to-maturity securities is valued under the market approach through the use of quoted prices for similar investments in active markets. During the three months ended December 31, 2009, a $0.4 million bond was called by the issuer, at cost. As such, no gain or loss was recognized. The contractual maturities of the investment securities classified as held-to-maturity at December 31, 2009 are as follows (in thousands):  Contractual Maturities

          

          Amortized Cost

          

          Fair Value> 1  3 years

          

          $

          1,119

          

          

          $

          1,122> 3  5 years

          

          

          902

          

          

          

          898Total

          

          $

          2,021

          

          

          $

          2,020
 8    TABLE OF CONTENTS EPOCH HOLDING CORPORATION AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three and Six Months Ended December 31, 2009 and 2008(Unaudited) Note 6  Other Investments The Companys Other investments at December 31, 2009 and June 30, 2009 are summarized as follows (in thousands):  December 31, 2009

          

          June 30, 2009Cost Basis

          

          Gross Unrealized

          

          Estimated Fair Value

          

          Cost Basis

          

          Gross Unrealized

          

          Estimated Fair ValueGains

          

          Losses

          

          Gains

          

          LossesAvailable-for-sale securities:Epoch Global All Cap separate account

          

          $

          2,229

          

          

          $

          309

          

          

          $

          (22

          )

          

          $

          2,516

          

          

          $

          2,072

          

          

          $

          128

          

          

          $

          (142

          )

          

          $

          2,058Company-sponsored mutual funds

          

          

          1,128

          

          

          

          60

          

          

          

          (219

          )

          

          

          969

          

          

          

          1,099

          

          

          

          34

          

          

          

          (327

          )

          

          

          806Total available-for-sale securities

          

          

          3,357

          

          

          

          369

          

          

          

          (241

          )

          

          

          3,485

          

          

          

          3,171

          

          

          

          162

          

          

          

          (469

          )

          

          

          2,864Equity method investment:Epoch Global Absolute Return Fund, LLC

          

          

          473

          

          

          

          

          

          

          

          

          

          

          

          473

          

          

          

          388

          

          

          

          

          

          

          

          

          

          

          

          388Total Other Investments

          

          $

          3,830

          

          

          $

          369

          

          

          $

          (241

          )

          

          $

          3,958

          

          

          $

          3,559

          

          

          $

          162

          

          

          $

          (469

          )

          

          $

          3,252
 The unrealized losses for each period presented have been unrealized for twelve months or more. Management has reviewed its investment securities for other-than-temporary impairment in accordance with its accounting policy outlined in Note 2 of the Companys Annual Report filed on Form 10-K for the fiscal year ended June 30, 2009. Based on managements assessment, the Company does not believe that the declines are other-than-temporary for all periods presented. The gross unrealized losses from available-for-sale securities were primarily caused by overall weakness in the financial markets and world economy. The securities are expected to
recover their value over time, and management has the intent and ability to hold these investments until such recovery occurs. Unrealized gains or losses from available-for-sale securities are recorded in other comprehensive income (loss), net of tax, as a separate component of stockholders equity until realized. Proceeds as well as realized gains and losses recognized from investments classified as available-for-sale are as follows: (in thousands):  For the Three Months Ended December 31,2009

          

          2008Proceeds

          

          Gross Realized

          

          Proceeds

          

          Gross RealizedGains

          

          Losses

          

          Gains

          

          LossesAvailable-for-sale securities:Epoch Global All Cap separate account

          

          $

          834

          

          

          $

          115

          

          

          $

          (29

          )

          

          $

          560

          

          

          $

          2

          

          

          $

          (315

          )
  For the Six Months Ended December 31,2009

          

          2008Proceeds

          

          Gross Realized

          

          Proceeds

          

          Gross RealizedGains

          

          Losses

          

          Gains

          

          LossesAvailable-for-sale securities:Epoch Global All Cap separate account

          

          $

          1,787

          

          

          $

          240

          

          

          $

          (103

          )

          

          $

          1,492

          

          

          $

          13

          

          

          $

          (583

          )
 Realized gains and losses from available-for-sale securities are included in Other income in the Condensed Consolidated Statements of Operations using the specific identification method.
 9    TABLE OF CONTENTS EPOCH HOLDING CORPORATION AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three and Six Months Ended December 31, 2009 and 2008(Unaudited) Note 7  Commitments and Contingencies Employment Agreements Besides the employment contract with the Companys Chief Executive Officer dated November 28, 2007, there are no employment contracts with any other officers or employees of the Company. There are written agreements with certain employees, which provide for sales commissions or bonuses, subject to the attainment of certain performance criteria or continuation of employment. Such commitments under the various agreements total approximately $1.1 million at December 31, 2009. Of this amount, approximately $0.5 million is included in accrued compensation and benefits in the Condensed Consolidated Balance Sheet at December 31, 2009. An additional
$0.1 million will be accrued during the remainder of the fiscal year ending June 30, 2010 and shortly thereafter. Approximately $0.5 million represents restricted stock awards to be issued during the remainder of the fiscal year ending June 30, 2010 and shortly thereafter. Strategic Relationship On July 9, 2009, EIP entered into a strategic relationship with New York Life Investments, whereby the MainStay Group of Funds adopted the Companys family of mutual funds (the Epoch Funds). The transaction was approved by the Board of Directors of the Epoch Funds and subsequently approved by the shareholders of the Epoch Funds at a special meeting on October 30, 2009. The adoption of the Epoch Funds by New York Life Investments MainStay Group of Funds was completed in November 2009. EIP continues to be responsible for the day-to-day investment management of the funds through a sub-advisory relationship, while MainStay
Investments (MainStay), the retail distribution arm of New York Life Investments, is responsible for the distribution and administration of the funds. Each former Epoch Fund is now co-branded as a MainStay Epoch Fund. In addition to an existing sub-advisory relationship between EIP and New York Life Investments, and the adoption of the Epoch Funds indicated above, EIP and New York Life Investments have entered into an arrangement wherein, among other things, EIP and an affiliate of New York Life Investments have established a distribution and administration relationship with respect to certain separately managed account and unified managed account products, and New York Life Investments agrees to certain minimum sales targets. Legal Matters From time to time, the Company or its subsidiaries may become parties to claims, legal actions and complaints arising in the ordinary course of business. Management is not aware of any claims which would have a material adverse effect on its condensed consolidated financial position, results of operations, or cash flows. Note 8  Treasury Stock Common Stock Repurchases During the three and six months ended December 31, 2009, the Company repurchased 36,000 shares and 117,900 shares at a weighted-average price of $9.19 and $9.05, respectively, under the Companys stock repurchase plan. The total cost of treasury stock acquired during the three and six months ended December 31, 2009 was $0.3 million and $1.1 million, respectively. During the three and six months ended December 31, 2008, the Company repurchased 117,401 shares and 181,301 shares at a weighted-average price of $7.48 and $8.01, respectively. The total cost of treasury stock acquired during the three and six months ended December 31, 2008 was $0.9 million and $1.5 million, respectively. All shares repurchased are shown as Treasury stock at cost, in the Shareholders equity section of the Condensed Consolidated Balance Sheet.
 10    TABLE OF CONTENTS EPOCH HOLDING CORPORATION AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three and Six Months Ended December 31, 2009 and 2008(Unaudited) Note 8  Treasury Stock   (continued) In December 2009, the Board of Directors authorized the Company to repurchase up to an additional 300,000 shares. At December 31, 2009, there were 409,300 shares of common stock available for repurchase under the stock repurchase program. The stock repurchase plan is not subject to an expiration date. Employee Tax Withholding To satisfy statutory employee tax withholding requirements related to the vesting of common shares, the Company purchases from employees, and then resells in the open market, shares relinquished by employees to satisfy employee tax withholding obligations. At December 31, 2009 there were no shares held by the Company for resale in the open market related to employee tax withholdings. Any resulting gain or loss on resale is accounted for as an adjustment to Additional paid-in capital. Note 9  Share-Based Compensation The Company did not grant stock awards to employees during the three months ended December 31, 2009. During the three months ended December 31, 2008, the Company granted $0.4 million in restricted share awards representing 40,370 shares at a weighted-average price of $9.26. The Company granted $0.2 million and $2.6 million in restricted stock awards to employees during the six months ended December 31, 2009 and 2008, respectively. For the six months ended December 31, 2009 and 2008, a total of 21,538 and 238,313 shares were granted at a weighted-average price of $8.93 and 11.06, respectively. During the three months ended December 31, 2009, the Company granted $35 thousand, or 3,661 restricted share awards, to a non-employee director, at a weighted-average price of $9.60. No non-employee director share awards were issued during the three months ended December 31, 2008. The Company granted $0.4 million in restricted stock awards to non-employee directors during the six months ended December 31, 2009 and 2008, respectively. For the six months ended December 31, 2009, a total of 43,459 shares were granted at a weighted-average price of $8.91. For the six months ended December 31, 2008, a total of 38,620 shares were granted at a weighted-average price of $9.10. Employee share-based compensation expense for restricted stock is recognized as follows: 12.5% immediately, and the remaining 87.5% ratably over the three-year vesting period of those awards. Non-employee director awards are recognized over a one-year period. Neither employee nor director share awards are subject to performance-based accelerated vesting. During the fiscal quarter ended March 31, 2009, the Company issued nonqualified options to purchase 630,060 shares of common stock to employees of the Company. These stock options vest and are recognized ratably over three years from the grant date and have a term of seven years. The options have an exercise price of $6.17. However, upon vesting, the options are exercisable only if the volume weighted-average price of the Companys common stock equals or exceeds $9.25 for a period of at least 20 trading days. Issuance of these awards results in total stock compensation expense of approximately $1.1 million over the requisite service period. The
fair value of the option grant was estimated on the date of grant using the Black-Scholes option pricing model. For the three and six months ended December 31, 2009 and 2008, there were no options issued or exercised.
 11    TABLE OF CONTENTS EPOCH HOLDING CORPORATION AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three and Six Months Ended December 31, 2009 and 2008(Unaudited) Note 9  Share-Based Compensation   (continued) Total unrecognized compensation costs at December 31, 2009, and weighted-average recognition period at December 31, 2009 are as follows (in thousands):  Award

          

          Unrecognized Compensation Cost

          

          Weighted-Average Recognition PeriodUnvested Restricted Stock

          

          $

          4,026

          

          

          

          1.6 yearsUnvested Stock Options

          

          

          735

          

          

          

          2.1 yearsTotal unrecognized compensation costs

          

          $

          4,761
 Note 10  Other Income Strategic Data Corporation transaction During the fiscal year ended June 30, 2000, J Net Enterprises, Inc. (JNet), the predecessor company to Epoch, made an investment in Strategic Data Corp. (SDC), a technology-related company that specialized in advertising optimization technology. During the fiscal year ended June 30, 2001, the carrying value of this investment was deemed to be impaired by JNets management and written down to zero. On February 20, 2007, SDCs stockholders approved the acquisition of its stock by Fox Interactive Media, Inc. (FIM). Under the terms of the agreement, FIM acquired all of the outstanding common stock, preferred stock, and vested and unvested stock options of SDC. The SDC merger also called for contingent payments, upon the achievement of certain targets and milestones, payable over a period of approximately 3.5 years from the closing date. The merger agreement was subsequently amended during the quarter ended December 31, 2008 to provide for a final settlement of all contingent payments by December 31, 2008. As such, additional payments totaling $4.7 million were received in December 2008. These payments represented the final contingent payments and are included in Net realized gains on investments in the Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2008. No further payments are expected. Note 11  Earnings per Share Basic earnings per share (EPS) is computed by dividing net earnings by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed by dividing net earnings, adjusted for the effect of dilutive securities, by the weighted-average number of common and common equivalent shares outstanding during the period. The Company uses the treasury stock method to reflect the dilutive effect of unexercised stock options. The Company had 1,577,173 and 1,035,000 issued and outstanding stock options at December 31, 2009 and 2008, respectively. The calculation of EPS excluded 960,000 of the issued and outstanding stock options for the three and six months ended December 31, 2009 as the exercise price of those options was higher than the average market price of the common stock for the respective periods. The calculation of EPS excluded 1,035,000 and 960,000 of the issued and outstanding stock options for the three and six months ended December 31, 2008, respectively, as the exercise price of those options was higher than the average market price of the common stock for the respective periods. The conversion of those particular options, whose exercise price was higher than the average market price of the common stock during the respective period, would have an anti-dilutive effect.
 12    TABLE OF CONTENTS EPOCH HOLDING CORPORATION AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three and Six Months Ended December 31, 2009 and 2008(Unaudited) Note 11  Earnings per Share   (continued) The table that follows presents the computation of basic and diluted EPS for the three and six months ended December 31, 2009 and 2008, respectively (in thousands, except per share data):  Three Months EndedDecember 31,

          

          Six Months EndedDecember 31,2009

          

          2008

          

          2009

          

          2008Numerator:Net income available to common stockholders:Net income

          

          $

          2,728

          

          

          $

          2,973

          

          

          $

          5,025

          

          

          $

          3,556Denominator:Weighted-average common shares outstanding

          

          

          22,165

          

          

          

          22,066

          

          

          

          22,180

          

          

          

          22,072Net common stock equivalents assuming the exercise of in-the-money stock options

          

          

          146

          

          

          

          

          

          

          

          134

          

          

          

          2Weighted-average common and common equivalent shares outstanding assuming dilution

          

          

          22,311

          

          

          

          22,066

          

          

          

          22,314

          

          

          

          22,074Earnings per share:Basic and diluted

          

          $

          0.12

          

          

          $

          0.13

          

          

          $

          0.23

          

          

          $

          0.16
 Note 12  Comprehensive Income A summary of comprehensive income is as follows (in thousands):  Three Months Ended December 31,

          

          Six Months Ended December 31,2009

          

          2008

          

          2009

          

          2008Net income

          

          $

          2,728

          

          

          $

          2,973

          

          

          $

          5,025

          

          

          $

          3,556Other comprehensive income (loss), net of tax:Change in unrealized gains (losses) on available-for-sale securities

          

          

          101

          

          

          

          (528

          )

          

          

          340

          

          

          

          (1,100

          )Reclassification of realized (gains) losses to net income

          

          

          (58

          )

          

          

          297

          

          

          

          (91

          )

          

          

          554Comprehensive income

          

          $

          2,771

          

          

          $

          2,742

          

          

          $

          5,274

          

          

          $

          3,010
 Note 13  Special Cash Dividends On November 16, 2009, the Board of Directors declared a special cash dividend of $0.30 per share on the Companys common stock. The dividend was payable on December 15, 2009 to all shareholders of record at the close of business on November 30, 2009. The aggregate dividend payment totaled approximately $6.7 million. On December 19, 2008, the Board of Directors declared a special cash dividend of $0.12 per share on the Companys common stock. The dividend was payable on January 15, 2009 to all shareholders of record at the close of business on December 31, 2008. The aggregate dividend payment totaled approximately $2.6 million.
 13    TABLE OF CONTENTS EPOCH HOLDING CORPORATION AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three and Six Months Ended December 31, 2009 and 2008(Unaudited) Note 14  Subsequent Events Dividends on Common Stock On January 8, 2010, the Board of Directors declared a quarterly cash dividend of $0.05 per share, or approximately $1.1 million in total, payable on February 12, 2010 to all shareholders of record at the close of business on January 29, 2010. The declaration represents an increase from the previous $0.03 per share rate. The Company expects regular quarterly cash dividends going forward to be paid in February, May, August and November of each fiscal year. However, the actual declaration of future cash dividends, and the establishment of record and payment dates, is subject to determination by the Board of Directors each quarter after its review of the
Companys financial performance, as well as general business conditions, capital requirements, and any contractual, legal and regulatory restrictions. The Company may change its dividend policy at any time. *****
 14    TABLE OF CONTENTS Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations. Set forth on the following pages is managements discussion and analysis of our financial condition and results of operations for the three and six months ended December 31, 2009 and 2008. Such information should be read in conjunction with our unaudited condensed consolidated financial statements together with the notes to the unaudited condensed consolidated financial statements. When we use the terms the Company, management, we, us, and our, we mean Epoch Holding Corporation, a Delaware corporation, and its consolidated subsidiaries. Forward-Looking Statements Certain information included, or incorporated by reference in this Quarterly Report on Form 10-Q and other materials filed or to be filed by Epoch Holding Corporation (Epoch or the Company) with the Securities and Exchange Commission (SEC) contain statements that may be considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as may, might, will, should, expect, plan, anticipate, believe,
estimate, predict, potential or continue, and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about the Company, may include projections of the Companys future financial performance based on the Companys anticipated growth strategies and trends in the Companys business. These statements are only predictions based on the Companys current expectations and projections about future events. There are important factors that could cause the Companys actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks and uncertainties outlined in Factors Which May Affect Future Results. These risks and uncertainties are not exhaustive. Other sections of this Quarterly Report on Form 10-Q may include additional factors which could adversely impact the Companys business and financial performance. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for the Companys management to predict all risks and uncertainties, nor can the Companys management assess the impact of all factors on the Companys business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The Company is under no duty to update any of these forward-looking statements after the date of this Quarterly Report on Form 10-Q, nor to conform the Companys prior statements to actual results or revised
expectations, and the Company does not intend to do so. Forward-looking statements include, but are not limited to, statements about the Companys: 

          business strategies and investment policies, 

          possible or assumed future results of operations and operating cash flows, 

          competitive position, 

          potential growth opportunities, 

          potential operating performance, achievements, productivity improvements, efficiency and cost reduction efforts, 

          expected tax rate, 

          unfunded client mandates, 

          product development, and
 15    TABLE OF CONTENTS 

          expectations with respect to the economy, securities markets, the market for mergers and acquisitions activity, the market for asset management activity and other industry trends. Available Information Reports the Company files electronically with the SEC via the SECs Electronic Data Gathering, Analysis and Retrieval system (EDGAR) may be accessed through the internet. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, atwww.sec.gov. The Company maintains a website which contains current information on operations and other matters. The website address iswww.eipny.com. Through the Investor Relations section of our website, and Link to SEC Website therein, we make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) as soon as reasonably practicable after we electronically file such material with, or furnish it
to, the SEC. Also available free of charge on our website within the Investors Relations section is our Code of Ethics and Business Conduct and charters for the Audit, Nominating/Corporate Governance, and the Compensation Committees of our Board of Directors. Factors Which May Affect Future Results There are numerous risks which may affect the results of operations of the Company. Factors which could affect the Companys success include, but are not limited to, the ability to attract and retain clients, performance of the financial markets and invested assets managed by the Company, retention of key employees, misappropriation of assets and information by employees, system failures, significant changes in regulations, the costs of compliance associated with existing regulations and the penalties associated with non-compliance, and the risks associated with the loss of key members of the management team. In addition, the Companys ability to expand or alter its product offerings, whether through acquisitions or internal development is critical to its long-term success and has inherent risks. This success is dependent on the ability to identify and fund those products or acquisitions on terms which are favorable to the Company. There can be no assurance that any of these operating factors or acquisitions can be achieved or, if undertaken, they will be successful. These and other risks related to our Company are discussed in detail under Part I, Item 1A. Risk Factors in the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2009. Critical Accounting Estimates Our significant accounting estimates are described in Note 2 of the Notes to the Consolidated Financial Statements, as well as Managements Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended June 30, 2009. The Companys Critical Accounting Estimates have not changed from those reported in the Companys Form 10-K for the fiscal year ended June 30, 2009. Overview The Company is a global asset management firm with accomplished and experienced professionals. Our professional staff averages over 20 years of experience in our industry. The Company was formed by its founders with the specific goal of responding to paradigm shifts within the sources of global equity investment returns and within the structure of the investment management business as a whole. The Company combines in-house research and insight, an absolute-return orientation, and a dedication to serving the informed investor. Headquartered in New York City, the Company had approximately $11.4 billion in assets under management (AUM) as of December 31, 2009. The Company continues to remain debt-free and has substantial resources available to fund current operations as well as to continue to implement its long- term growth strategy.
 16    TABLE OF CONTENTS The Companys operating subsidiary, Epoch Investment Partners (EIP), is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Investment Advisers Act). It has one line of business, and that is to provide investment advisory and investment management services to its clients such as investment companies, retirement plans, mutual fund clients, endowments, foundations, and high net worth individuals. These services are provided through separately managed accounts and commingled vehicles, such as mutual funds and private investment funds. The overall investment philosophy is focused on
achieving a superior risk-adjusted return by investing in companies that generate free cash flow and are undervalued relative to our investment teams value determinations. Security selection and portfolio construction are designed to protect capital in declining markets while participating in rising markets. Revenues are generally derived as a percentage of AUM. Therefore, among other factors, revenues are dependent upon; 

          performance of financial markets 

          the ability to maintain existing clients, and 

          changes in the composition of AUM. AUM consists of actively traded securities. The fair value of AUM is determined by an independent pricing service, which uses publicly available, unadjusted quoted market prices to measure our AUM. The Company substantiates the values obtained with another independent pricing service to confirm that all prices are valid. Since virtually no security in AUM is fair valued by the Company, there is no significant judgment involved in the calculation of AUM in a way that directly impacts the Companys revenue recognition. Financial and Business Highlights During the three months ended December 31, 2009, equity markets continued to improve. Favorable market conditions significantly impacted our operations for the quarter through both positive investment returns and new client mandates. Some notable achievements during the three months ended December 31, 2009 were as follows: 

          The Companys AUM increased to approximately $11.4 billion at December 31, 2009, more than double the $5.3 billion in AUM at December 31, 2008. AUM increased from the previous quarter ended September 30, 2009 by $1.6 billion, or 16%. 

          The Company continued to attract new assets, with net inflows exceeding $0.9 billion during the three-month period, nearly all of which were flows from new clients. Net inflows for the past twelve months were approximately $3.8 billion, of which approximately 80% was derived from new clients as our distribution channels continue to expand. 

          Operating revenues nearly doubled from the same period a year ago, rising $6.3 million. When compared with the previous quarter ended September 30, 2009, operating revenues increased by approximately 15%, or $1.7 million. 

          Operating income rose by approximately $4.0 million when compared with the same quarterly period a year ago. Operating margin was approximately 33% for the three months ended December 31, 2009. 

          In October 2009, the Company began occupying an additional 10,000 square feet of space under a new sublease agreement signed in September 2009. The additional space should provide capacity for future firm expansion. 

          The Board of Directors declared, and the Company paid, a special cash dividend of $0.30 per share in December 2009, in addition to the regular quarterly dividend of $0.03 per share paid in November. Subsequent to December 31, 2009, the Board approved an increase in the quarterly dividend rate to $0.05 per share from $0.03 per share.
 17    TABLE OF CONTENTS 

          The Company continued to repurchase outstanding common shares. The Company repurchased 117,900 shares during the six months ended December 31, 2009 and has repurchased 390,700 shares since the inception of the share buy-back program implemented in June 2008. In December 2009, the Board of Directors approved the repurchase of an additional 300,000 shares, increasing the total share buy-back authorization to 800,000 shares. Summary operating information for the quarter ended December 31, 2009 and 2008 is presented in the table below:  Three Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Operating Revenues

          

          $

          13,109

          

          

          $

          6,768

          

          

          $

          6,341

          

          

          

          94

          %Operating Income

          

          $

          4,338

          

          

          $

          332

          

          

          $

          4,006

          

          

          

          1207

          %Operating Margin(1)

          

          

          33

          %

          

          

          5

          %Net Income

          

          $

          2,728

          

          

          $

          2,973

          

          

          $

          (245

          )

          

          

          (8

          )%Earnings Per Share:Basic and diluted

          

          $

          0.12

          

          

          $

          0.13

          

          

          $

          (0.01

          )

          

          

          (8

          )%Dividends declared per share(2)

          

          $

          0.33

          

          

          $

          0.15

          

          

          $

          0.18

          

          

          

          120

          %AUM (in millions)

          

          $

          11,354

          

          

          $

          5,348

          

          

          $

          6,006

          

          

          

          112

          %
  (1)

          Defined as operating income divided by total operating revenues. (2)

          The December 31, 2009 amount includes a special dividend of $0.30 declared and paid during the quarter. The December 31, 2008 amount includes a special dividend of $0.12 declared during the quarter and paid in January 2009. Operating margin significantly improved from the same period a year ago. The main driver of this was the increase in revenue due to higher levels of AUM, primarily as a result of net inflows from new clients. Positive investment returns also contributed to the AUM increase. As the Companys AUM continues to grow, it is expected that the operating margins, under the present business model, will also continue to increase. Net income was down in the current quarter compared with the same quarter a year ago. The prior year quarter included a non-recurring investment gain of $4.7 million. Excluding the prior year non-recurring investment gain, net income would have been $2.5 million higher than the same period a year ago. See Significant Prior Year Transaction discussion for further details. The average assets under management for the three months ended December 31, 2009 was approximately $10.4 billion compared to approximately $5.3 billion for the three months ended December 31, 2008, an increase of approximately 96%. U.S. equity markets increased approximately 20-30% from December 31, 2008, and substantially since March 2009. Global equity markets performed even better over the past twelve months. For the three months ended December 31, 2009 operating expenses were higher to support increased capacity and operations growth, increasing 36% compared with the same period a year ago. Increased employee incentive compensation, in conjunction with the Companys overall growth and performance, was the primary reason for the increase. Strategic Relationship On July 9, 2009, EIP entered into a strategic relationship with New York Life Investments, whereby the MainStay Group of Funds adopted the Companys family of mutual funds (the Epoch Funds). The transaction was approved by the Board of Directors of the Epoch Funds and subsequently approved by the shareholders of the Epoch Funds at a special meeting on October 30, 2009. The adoption of the Epoch Funds by New York Life Investments MainStay Group of Funds was completed in November 2009. EIP continues to be responsible for the day-to-day investment management of the funds through a sub-advisory relationship,
 18    TABLE OF CONTENTS while MainStay Investments (MainStay), the retail distribution arm of New York Life Investments, is responsible for the distribution and administration of the funds. Each former Epoch Fund is now co-branded as a MainStay Epoch Fund. In addition to an existing sub-advisory relationship between EIP and New York Life Investments, and the adoption of the Epoch Funds indicated above, EIP and New York Life Investments have entered into an arrangement wherein, among other things, EIP and an affiliate of New York Life Investments have established a distribution and administration relationship with respect to certain separately managed account and unified managed account products, and New York Life Investments agrees to certain minimum sales targets. Business Environment As an investment management and advisory firm, our results of operations can be directly impacted by global market, political, and economic trends. The Companys business environment and equity markets are influenced by several factors, including corporate profitability, investor confidence, unemployment, and financial market transparency. These factors can directly affect market appreciation or depreciation, which in turn, impacts our investment advisory and management business. During the three months ended December 31, 2009, investor sentiment continued to improve as the results from the various U.S. government stimulus programs began to take hold. Credit markets, a beneficiary of the various government lending programs, continued to strengthen. Future economic growth in the U.S. is difficult to assess until the effects of the U.S government stimulus program begin to subside. International markets also continued to improve. Asian economies, in particular China, continued to demonstrate increasing levels of growth, a direct result of improving exports, industrial production and consumer confidence. Strong absolute gains from across almost all regions were achieved, although employment weakness in most countries continued to be a concern. The recent slow down in loan growth in China has created worries about future international economic growth. European equity markets also saw improvement, a direct result of improved consumer sentiment. However, uncertainty still exists as to how strong and stable the current economic
rebound will be, particularly given current levels of unemployment. Selected equity market performance for the past three, six, and twelve months are as follows:  Period Ended December 31, 2009Index

          

          Three Months

          

          SixMonths

          

          TwelveMonthsDow Jones Industrial Average(1)

          

          

          8.7

          %

          

          

          23.5

          %

          

          

          18.8

          %NASDAQ Composite(2)

          

          

          6.9

          %

          

          

          23.7

          %

          

          

          43.9

          %S&P 500(3)

          

          

          6.0

          %

          

          

          22.6

          %

          

          

          26.5

          %MSCI World (Net)(4)

          

          

          4.1

          %

          

          

          22.2

          %

          

          

          30.0

          %Russell 3000 Value(5)

          

          

          4.2

          %

          

          

          23.5

          %

          

          

          19.8

          %
  (1)

          Dow Jones Industrial Average is a trademark of Dow Jones & Company, which is not affiliated with Epoch. (2)

          NASDAQ Composite Index is a trademark of the NASDAQ Stock Market, Inc., which is not affiliated with Epoch. (3)

          S&P 500 is a trademark of Standard & Poors, a division of the McGraw-Hill Companies, Inc., which is not affiliated with Epoch. (4)

          MSCI World Index is a trademark of MSCI Inc., which is not affiliated with Epoch. (5)

          Russell 3000 Value Index is a trademark of Russell Investments, which is not affiliated with Epoch. Company Impact and Outlook The equity markets performance enhanced our revenue stream and increased our AUM, through market appreciation, by approximately $0.6 billion during the three months ended December 31, 2009. The Company continues to acquire new flows, from both new and existing clients.
 19    TABLE OF CONTENTS Despite the recent stock market gains, we continue to be cautiously optimistic. Management remains focused on ways to further develop our existing distribution channels. The Company is continuing to utilize its resources to expand and stay well ahead of its AUM operating capacity. We continue to review and revise our resource allocations, cost containment and expense management policies, ensuring that operating costs are monitored, assessed and aligned with our business strategy. Assets Under Management and Flows (AUM) The following table sets forth the changes in our AUM for the periods presented (dollars in millions):  Three Months EndedDecember 31,

          

          Six Months EndedDecember 31,2009

          

          2008

          

          2009

          

          2008Beginning of period assets

          

          $

          9,796

          

          

          $

          6,085

          

          

          $

          7,891

          

          

          $

          6,634Client Flows:Inflows/new accounts

          

          

          1,454

          

          

          

          717

          

          

          

          2,437

          

          

          

          1,322Outflows/closed accounts

          

          

          (508

          )

          

          

          (273

          )

          

          

          (679

          )

          

          

          (668

          )Net inflows

          

          

          946

          

          

          

          444

          

          

          

          1,758

          

          

          

          654Market appreciation/(depreciation)

          

          

          612

          

          

          

          (1,181

          )

          

          

          1,705

          

          

          

          (1,940

          )Net change

          

          

          1,558

          

          

          

          (737

          )

          

          

          3,463

          

          

          

          (1,286

          )End of period assets

          

          $

          11,354

          

          

          $

          5,348

          

          

          $

          11,354

          

          

          $

          5,348Percent change in total AUM

          

          

          15.9

          %

          

          

          (12.1

          )%

          

          

          43.9

          %

          

          

          (19.4

          )%Organic growth percentage(1)

          

          

          9.7

          %

          

          

          7.3

          %

          

          

          22.3

          %

          

          

          9.9

          %
  (1)

          Net inflows divided by beginning of period assets. Committed but unfunded mandates from new clients at December 31, 2009 were approximately $600 million and are expected to be funded in the following quarter. The possibility exists that not all mandates will be funded in the amounts and at the times management currently anticipates. For the three months ended December 31, 2009 and 2008, approximately 48% and 55%, respectively, of investment advisory and management fees were earned from services to mutual funds under advisory and sub-advisory contracts whose fees are calculated based upon daily net asset values, and approximately 52% and 45%, respectively, of fees were earned from services provided for separate accounts whose fees are calculated based upon asset values at the end of the period. No material impact to revenues or operating results arose during the periods presented as a result of differences between the average daily AUM for the funds where our fees are calculated based upon daily net asset values and the period ending AUM for those funds. The charts on the following page highlight the quarterly growth in AUM and operating revenues as well as the components of the increase in AUM for the last four quarters:
 20    TABLE OF CONTENTS [GRAPHIC MISSING] [GRAPHIC MISSING]
 21    TABLE OF CONTENTS The following charts and table show the Companys AUM by distribution channel, three month, six month, and annual changes at December 31, 2009, as well as the distribution channels as a percentage of AUM as of December 31, 2009 and December 31, 2008, respectively (in millions): [GRAPHIC MISSING]  As of December 31, 2009 ($ in Millions)

          

          3 Month Change

          

          6 Month Change

          

          1 Year ChangeDistribution Channel

          

          AUM

          

          Amt

          

          %

          

          Amt

          

          %

          

          Amt

          

          %Institutional

          

          $

          4,827

          

          

          $

          327

          

          

          

          7.3

          %

          

          $

          1,518

          

          

          

          45.9

          %

          

          $

          2,057

          

          

          

          74.3

          %Sub-advisory

          

          

          6,260

          

          

          

          1,226

          

          

          

          24.4

          %

          

          

          1,928

          

          

          

          44.5

          %

          

          

          3,910

          

          

          

          166.4

          %High net worth

          

          

          267

          

          

          

          5

          

          

          

          1.9

          %

          

          

          17

          

          

          

          6.8

          %

          

          

          39

          

          

          

          17.1

          %Total AUM

          

          $

          11,354

          

          

          $

          1,558

          

          

          

          15.9

          %

          

          $

          3,463

          

          

          

          43.9

          %

          

          $

          6,006

          

          

          

          112.3

          %
 During the three months ended December 31, 2009, approximately $820 million of AUM previously classified as Institutional was reclassified to Sub-advisory in conjunction with the adoption of the Epoch Funds by New York Life Investment Management. [GRAPHIC MISSING]
 22    TABLE OF CONTENTS The following charts and table shows the Companys AUM by product, three month, six month, and annual changes at December 31, 2009, as well as Epochs investment products as a percentage of AUM as of December 31, 2009 and December 31, 2008, respectively (in millions): [GRAPHIC MISSING]  As of December 31, 2009

          

          3 Month Change

          

          6 Month Change

          

          1 Year ChangeProduct

          

          AUM

          

          Amt

          

          %

          

          Amt

          

          %

          

          Amt

          

          %U.S. Value

          

          $

          3,132

          

          

          $

          341

          

          

          

          12.2

          %

          

          $

          792

          

          

          

          33.8

          %

          

          $

          1,660

          

          

          

          112.8

          %U.S. All Cap Value/Balanced

          

          

          2,583

          

          

          

          163

          

          

          

          6.7

          %

          

          

          567

          

          

          

          28.1

          %

          

          

          1,054

          

          

          

          68.9

          %Global Equity Shareholder Yield

          

          

          2,256

          

          

          

          494

          

          

          

          28.0

          %

          

          

          741

          

          

          

          48.9

          %

          

          

          1,150

          

          

          

          104.0

          %Global Absolute Return/Choice

          

          

          1,420

          

          

          

          545

          

          

          

          62.3

          %

          

          

          1,045

          

          

          

          278.7

          %

          

          

          1,233

          

          

          

          659.4

          %U.S. Smid Cap Value

          

          

          907

          

          

          

          7

          

          

          

          0.8

          %

          

          

          158

          

          

          

          21.1

          %

          

          

          636

          

          

          

          234.7

          %International/Int. Small Cap

          

          

          449

          

          

          

          (20

          )

          

          

          (4.3

          )%

          

          

          53

          

          

          

          13.4

          %

          

          

          180

          

          

          

          66.9

          %U.S. Small Cap Value

          

          

          396

          

          

          

          5

          

          

          

          1.3

          %

          

          

          71

          

          

          

          21.8

          %

          

          

          129

          

          

          

          48.3

          %Global Small Cap

          

          

          211

          

          

          

          23

          

          

          

          12.2

          %

          

          

          36

          

          

          

          20.6

          %

          

          

          (36

          )

          

          

          (14.9

          )%Total AUM

          

          $

          11,354

          

          

          $

          1,558

          

          

          

          15.9

          %

          

          $

          3,463

          

          

          

          43.9

          %

          

          $

          6,006

          

          

          

          112.3

          %
 [GRAPHIC MISSING]
 23    TABLE OF CONTENTS Investment Product Performance The following table displays each products composite returns, net of management fees, for the three months, six months, and one year ended December 31, 2009 as well as through inception as measured against their applicable benchmarks:  Product

          

          Inception Date(1)

          

          Returns*(2)3 Months

          

          6 Months

          

          1 Year

          

          SinceInceptionU.S. ValueRussell 1000 Value

          

          

          31-Jul-01

          

          

          

          6.6

          %

          

          

          19.0

          %

          

          

          28.3

          %

          

          

          4.1

          %4.2

          %

          

          

          23.2

          %

          

          

          19.7

          %

          

          

          2.3

          %U.S. All Cap Value Russell 3000 Value

          

          

          31-Jul-94

          

          

          

          5.5

          %

          

          

          20.6

          %

          

          

          28.3

          %

          

          

          10.2

          %4.2

          %

          

          

          23.5

          %

          

          

          19.8

          %

          

          

          8.6

          %Global Equity Shareholder YieldMSCI World (Net)

          

          

          31-Dec-05

          

          

          

          7.4

          %

          

          

          20.5

          %

          

          

          23.8

          %

          

          

          3.4

          %4.1

          %

          

          

          22.2

          %

          

          

          30.0

          %

          

          

          0.2

          %U.S. Small Cap ValueRussell 2000 Value

          

          

          31-Dec-02

          

          

          

          3.1

          %

          

          

          19.8

          %

          

          

          28.3

          %

          

          

          7.3

          %3.6

          %

          

          

          27.2

          %

          

          

          20.6

          %

          

          

          8.6

          %U.S. Smid Cap ValueRussell 2500 Value

          

          

          31-Aug-06

          

          

          

          4.7

          %

          

          

          22.9

          %

          

          

          34.1

          %

          

          

          (0.9

          )%4.6

          %

          

          

          28.5

          %

          

          

          27.7

          %

          

          

          (3.5

          )%International Small Cap ValueMSCI World Ex-USA Small Cap (Net)

          

          

          31-Jan-05

          

          

          

          2.2

          %

          

          

          26.0

          %

          

          

          46.5

          %

          

          

          7.8

          %0.5

          %

          

          

          23.5

          %

          

          

          50.8

          %

          

          

          3.6

          %Global Absolute ReturnMSCI World (Net)

          

          

          31-Dec-01

          

          

          

          8.9

          %

          

          

          22.8

          %

          

          

          35.7

          %

          

          

          10.1

          %4.1

          %

          

          

          22.2

          %

          

          

          30.0

          %

          

          

          3.8

          %U.S. ChoiceRussell 3000

          

          

          30-Apr-05

          

          

          

          5.5

          %

          

          

          24.8

          %

          

          

          30.5

          %

          

          

          2.6

          %5.9

          %

          

          

          23.2

          %

          

          

          28.3

          %

          

          

          1.8

          %Global ChoiceMSCI World (Net)

          

          

          30-Sep-05

          

          

          

          8.9

          %

          

          

          24.5

          %

          

          

          35.5

          %

          

          

          7.2

          %4.1

          %

          

          

          22.2

          %

          

          

          30.0

          %

          

          

          0.9

          %Global Small CapMSCI World Small Cap (Net)

          

          

          31-Dec-02

          

          

          

          3.6

          %

          

          

          21.4

          %

          

          

          35.4

          %

          

          

          11.1

          %2.8

          %

          

          

          25.7

          %

          

          

          44.1

          %

          

          

          12.3

          %
  *

          Index and product returns assume dividend reinvestment. Product returns are net of management fees. (1)

          Epoch Investment Partners, Inc. became a registered investment adviser under the Investment Advisers Act of 1940 in June 2004. Performance from April 2001 through May 2004 is for Epochs investment team and accounts while at Steinberg Priest & Sloane Capital Management, LLC. For the period July 1994 through March 2001, Co-Chief Investment Officer and Chief Executive Officer William W. Priest managed the accounts while at Credit Suisse Asset Management and was the only individual responsible for selecting the securities to buy and sell. (2)

          Past performance is not indicative of future results.
 24    TABLE OF CONTENTS Results of Operations Three Months Ended December 31, 2009 and 2008 For the three months ended December 31, 2009, the Company recorded net income of $2.7 million, a decrease of $0.2 million from the same period a year ago. Basic earnings per share were $0.12 per share for three months ended December 31, 2009 when compared to $0.13 per share for the three months ended December 31, 2008. The primary drivers for the change in net income were as follows: 

          Operating revenues nearly doubled from the same period a year ago. Operating income rose by $4.0 million. Operating margins increased to 33% compared to 5% for the comparable period a year ago, as the Company continued to improve upon its operating leverage. 

          Offsetting the increase in operating income was lower levels of investment income for the three months ended December 31, 2009. In particular, the prior year period included a $4.7 million non-recurring investment gain. Excluding the prior year non-recurring investment gain, net income would have been $2.5 million higher than the same period a year ago. Prior year net income would have been $0.2 million, or $0.01 per share for the three months ended December 31, 2008. See Significant Prior Year Transaction discussion for further details. Operating Revenues:  Three Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Investment advisory and management fees

          

          $

          12,889

          

          

          $

          6,768

          

          

          $

          6,121

          

          

          

          90

          %
 The increase in revenues was attributable to the increase in AUM compared with the same period a year ago, primarily as a result of net inflows from new clients. Market appreciation, particularly since March 2009, also contributed to the increase in AUM. A majority of the Companys investment products outperformed their respective benchmarks during the past year, with significant growth across all products. The Company had net inflows of approximately $3.8 billion for the twelve months ended December 31, 2009, and finished the period ended December 31, 2009 with AUM of $11.4 billion, a 112% increase from AUM of $5.3 billion at December 31, 2008. New business accounted for approximately $3.0 billion, or 80%, of the total net inflows for the past twelve months, and $0.8 billion, or 90%, of net inflows for the past three months. The average assets under management for the three months ended December 31, 2009 was approximately $10.4 billion compared to approximately $5.3 billion for the three months ended December 31, 2008, an increase of approximately 96%. U.S. equity markets increased approximately 20-30% from December 31, 2008, and increased substantially since March 2009. Global equity markets performed even better over the past twelve months. For the three months ended December 31, 2009, CI Investments Inc. (CI), a Canadian-owned investment management company, accounted for approximately 10% of consolidated operating revenues and New York Life Investment Management, through the MainStay Group of Funds, accounted for approximately 15%. For the three months ended December 31, 2008, CI accounted for approximately 13% of consolidated operating revenues.  Three Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Performance fees

          

          $

          220

          

          

          $

          

          

          

          $

          220

          

          

          

          NM
  NM  not meaningful
 25    TABLE OF CONTENTS The Company recognized performance fees during the three months ended December 31, 2009 from clients whose agreements included a quarterly or year-end performance measurement period of December 31, 2009. These fee arrangements generated performance fees based upon certain pre-established benchmarks. Due to market conditions, there were no performance fees for the same period a year ago. Operating Expenses:  Three Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Employee related costs (excluding share-based compensation)

          

          $

          5,589

          

          

          $

          3,887

          

          

          $

          1,702

          

          

          

          44

          %As a percent of total revenue

          

          

          43

          %

          

          

          57

          %
 Expenses in this category include salaries, benefits, severance, incentive compensation, signing bonuses and commissions. These expenses increased primarily as a result of increased incentive compensation stemming from higher AUM, revenue and operating income levels. Average headcount for the three months ended December 31, 2009 was virtually unchanged from that of the same period a year ago. The Company places a high emphasis on pay for performance. As such, changes in the Companys performance as well as changes in the underlying performance of our investment products have an impact on compensation and benefits.  Three Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Share-based compensation

          

          $

          960

          

          

          $

          791

          

          

          $

          169

          

          

          

          21

          %As a percent of total revenue

          

          

          7

          %

          

          

          12

          %
 In the three months ended December 31, 2009, no restricted stock was issued to employees. In the three months ended December 31, 2008 a total of 40,370 shares of restricted stock was issued to employees. The value of these awards was $0.4 million. During the three months ended December 31, 2009, the Company granted 3,661 restricted share awards to a non-employee director, at a weighted-average price of $9.60. No non-employee director share awards were issued during the three months ended December 31, 2008. During the fiscal quarter ended March 31, 2009, the Company issued options to purchase 630,060 shares of common stock to employees of the Company. These stock options vest and are recognized ratably over three years from the grant date and have a term of seven years. The options have an exercise price of $6.17. However, upon vesting, the options are exercisable only if the volume weighted-average price of the Companys common stock equals or exceeds $9.25 for a period of at least 20 trading days. Issuance of these awards will result in total stock compensation expense of $1.1 million over the requisite service period.  Three Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Occupancy and technology

          

          $

          996

          

          

          $

          730

          

          

          $

          266

          

          

          

          36

          %As a percent of total revenue

          

          

          8

          %

          

          

          11

          %
 Occupancy and technology expenses consist primarily of office space rentals, market data services, and information technology. As a result of the Companys continued business expansion, an additional 10,000 square feet of office space was acquired in September 2009 under a sublease agreement. The costs associated with this new space contributed to the increase in this expense. We expect this expense to be higher during the remainder of the current fiscal year when compared with the previous year as a result of incremental rent from the additional office space.
 26    TABLE OF CONTENTS  Three Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Professional fees and services

          

          $

          578

          

          

          $

          458

          

          

          $

          120

          

          

          

          26

          %As a percent of total revenue

          

          

          4

          %

          

          

          7

          %
 These expenses include outside legal fees for general corporate legal affairs, independent accountants fees, consulting fees, employee placement fees and other professional services. Increased employee placement fees was a primary factor for this increase.  Three Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %General and administrative

          

          $

          522

          

          

          $

          465

          

          

          $

          57

          

          

          

          12

          %As a percent of total revenue

          

          

          4

          %

          

          

          7

          %
 General and administrative expenses consist primarily of expenses for travel and entertainment, advertising and marketing, and other office related expenses. Costs associated with the New York Life/Mainstay strategic relationship contributed to this increase.  Three Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Other income

          

          $

          329

          

          

          $

          4,675

          

          

          $

          (4,346

          )

          

          

          NMAs of percent of income before income taxes

          

          

          7

          %

          

          

          93

          %
  NM  not meaningful Other income includes interest income, dividend income, realized gains and losses on investments, and rental income from subleased office space. The prior year period includes realized gains of $4.7 million from the Strategic Data Corporation transaction (seeSignificant Prior Year Transactiondiscussion for further details), losses on investments of approximately $0.3 million, and approximately $0.2 million of interest income. Lower interest rates during the current period caused interest income to decline when compared to amounts for the same period a year ago.  Three Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Provision for income taxes

          

          $

          1,939

          

          

          $

          2,034

          

          

          $

          (95

          )

          

          

          (5

          )%Effective income tax rate

          

          

          41.5

          %

          

          

          40.6

          %
 In calculating the provision for income taxes, the Company uses an estimate of the annual effective income tax rate based upon the facts and circumstances known at each interim period. The effective income tax rate is adjusted, as appropriate. The effective tax rate and provision for income taxes was relatively unchanged.
 27    TABLE OF CONTENTS Six Months Ended December 31, 2009 and 2008 Operating Revenues:  Six Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Investment advisory and management fees

          

          $

          24,030

          

          

          $

          15,246

          

          

          $

          8,784

          

          

          

          58

          %
 The increase in revenues was attributable to the increase in AUM compared with the same period a year ago, primarily as a result of net inflows from new business. Market appreciation, particularly since March 2009, also contributed to the increase in AUM. The Company experienced significant growth in its global products during the six months ended December 31, 2009. Net inflows for the six months ended December 31, 2009 were approximately $1.8 billion, of which new business accounted for approximately $1.4 billion, or 78% of the total net inflows for the past six months. The average assets under management for the six months ended December 31, 2009 was approximately $8.6 billion compared to approximately $6.1 billion for the six months ended December 31, 2008, an increase of approximately 41%. U.S. equity markets increased approximately 20-30% from December 31, 2008, and substantially since March 2009. Global equity markets performed even better over the past twelve months. For the six months ended December 31, 2009, CI accounted for approximately 10% of consolidated operating revenues and New York Life Investment Management, through the MainStay Group of Funds, accounted for approximately 11%. For the six months ended December 31, 2008, CI accounted for approximately 14% of consolidated operating revenues.  Six Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Performance fees

          

          $

          496

          

          

          $

          

          

          

          $

          496

          

          

          

          NM
  NM  not meaningful The Company recognized performance fees during the six months ended December 31, 2009 from clients whose agreements included a quarterly or calendar year-end performance measurement period. These fee arrangements generated performance fees based upon certain pre-established benchmarks. Due to market conditions, there were no performance fees for the same period a year ago. Operating Expenses:  Six Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Employee related costs (excluding share-based compensation)

          

          $

          10,105

          

          

          $

          8,004

          

          

          $

          2,101

          

          

          

          26

          %As a percent of total revenue

          

          

          41

          %

          

          

          52

          %
 These expenses increased primarily as a result of increased incentive compensation stemming from higher AUM, revenue and operating income levels. As previously noted, the Company places a high emphasis on pay for performance. As such, changes in the Companys performance as well as changes in the underlying performance of our investment products have an impact on compensation and benefits. Average headcount for the six months ended December 31, 2009 was virtually unchanged from that of the same period a year ago.  Six Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Share-based compensation

          

          $

          1,931

          

          

          $

          2,121

          

          

          $

          (190

          )

          

          

          (9

          )%As a percent of total revenue

          

          

          8

          %

          

          

          14

          %
 28    TABLE OF CONTENTS The Company granted $0.2 million and $2.6 million in restricted stock awards to employees during the six months ended December 31, 2009 and 2008, respectively. For the six months ended December 31, 2009 a total of 21,538 shares were granted at a weighted-average price of $8.93. For the six months ended December 31, 2008, a total of 238,313 shares were granted at a weighted-average price of $11.06. The Company granted $0.4 million in restricted stock awards to non-employee directors during the six months ended December 31, 2009 and 2008, respectively. For the six months ended December 31, 2009, a total of 43,459 shares were granted at a weighted-average price of $8.91. For the six months ended December 31, 2008, a total of 38,620 shares were granted at a weighted-average price of $9.10. The Company traditionally has issued share awards to certain senior executives during the first three months following the June 30 fiscal year end, and to all other employees during the first three months following the calendar year. Commencing in the fiscal quarter ended March 31, 2009, the Company began issuing share awards to all employees during the first three months following the calendar year. The reduction in share-based compensation from the comparable period a year ago is reflective of this change. During the fiscal quarter ended March 31, 2009, the Company issued options to purchase 630,060 shares of common stock to employees of the Company. These stock options vest and are recognized ratably over three years from the grant date and have a term of seven years. The options have an exercise price of $6.17. However, upon vesting, the options are exercisable only if the volume weighted-average price of the Companys common stock equals or exceeds $9.25 for a period of at least 20 trading days. Issuance of these awards will result in total stock compensation expense of $1.1 million over the requisite service period.  Six Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Occupancy and technology

          

          $

          2,079

          

          

          $

          1,610

          

          

          $

          469

          

          

          

          29

          %As a percent of total revenue

          

          

          8

          %

          

          

          11

          %
 As discussed in the three-month analysis, the Company acquired an additional 10,000 square feet of office space under a sublease agreement in September 2009. Costs associated with this new space, including a separate sublease termination fee recognized during the quarter ended September 30, 2009, were the primary reasons for the increase in this expense. We expect this expense to be higher during the remainder of the current fiscal year when compared with the previous year as a result of incremental rent from the additional office space.  Six Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Professional fees and services

          

          $

          1,271

          

          

          $

          1,177

          

          

          $

          94

          

          

          

          8

          %As a percent of total revenue

          

          

          5

          %

          

          

          8

          %
 Increased legal fees in connection with the New York Life/Mainstay strategic relationship was the primary reason for the increase. Employee placement fees also contributed to the increase.  Six Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %General and administrative

          

          $

          903

          

          

          $

          937

          

          

          $

          (34

          )

          

          

          (4

          )%As a percent of total revenue

          

          

          4

          %

          

          

          6

          %
 29    TABLE OF CONTENTS A decrease in travel related expenses was the main reason for the decrease in general and administrative costs.  Six Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Depreciation and amortization

          

          $

          337

          

          

          $

          211

          

          

          $

          126

          

          

          

          60

          %As a percent of total revenue

          

          

          1

          %

          

          

          1

          %
 Depreciation and amortization increased when compared with the same period a year ago. Managements decision to terminate an office sublease in September 2009 resulted in a change to the estimated useful life of the underlying leasehold improvements and certain equipment, thus accelerating depreciation and amortization during the six-month period by approximately $120 thousand.  Six Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Other income

          

          $

          637

          

          

          $

          4,710

          

          

          $

          (4,073

          )

          

          

          NMAs of percent of income before income taxes

          

          

          7

          %

          

          

          80

          %
  NM  not meaningful The prior year period includes realized gains of $4.7 million from the Strategic Data Corporation transaction (see Significant Prior Year Transaction discussion below), losses on investments of $0.6 million, and approximately $0.4 million of interest income. Lower interest rates during the six months ended December 31, 2009 caused interest income to decline compared to amounts for the same period a year ago. Other income levels are expected to be lower during the remainder of the fiscal year when compared with the previous fiscal year.  Six Months EndedDecember 31,

          

          Change(Dollars in Thousands)

          

          2009

          

          2008

          

          $

          

          %Provision for income taxes

          

          $

          3,512

          

          

          $

          2,340

          

          

          $

          1,172

          

          

          

          50

          %Effective income tax rate

          

          

          41.1

          %

          

          

          39.7

          %
 The increase in the provision for income taxes as well as the effective income tax rate is the result of higher income levels when compared with the same period a year ago. Significant Prior Year Transaction Strategic Data Corporation During the fiscal year ended June 30, 2000, J Net Enterprises, Inc. (JNet), the predecessor company to Epoch, made an investment in Strategic Data Corp. (SDC), a technology-related company that specialized in advertising optimization technology. During the fiscal year ended June 30, 2001, the carrying value of this investment was deemed to be impaired by JNets management and written down to zero. On February 20, 2007, SDCs stockholders approved the acquisition of its stock by Fox Interactive Media, Inc. (FIM). Under the terms of the agreement, FIM acquired all of the outstanding common stock, preferred stock, and vested and unvested stock options of SDC. The SDC merger also called for contingent payments, upon the achievement of certain targets and milestones, payable over a period of approximately 3.5 years from the closing date. The merger agreement was subsequently amended during the prior year quarter ended December 31, 2008 to provide for a final settlement of all contingent payments by December 31, 2008. As such, additional payments totaling $4.7 million were received in December 2008. These payments represented the final contingent payments and are included in Net realized gains on investments on the condensed consolidated statements of operations for the three and six months ended December 31, 2008.
 30    TABLE OF CONTENTS Excluding the non-recurring gain of $4.7 million, prior year net income would have been $0.2 million and $0.7 million, or $0.01 per share and $0.03 per share for the three and six months ended December 31, 2008, respectively. Three Months Ended December 31, 2009 and Prior Quarter Ended September 30, 2009 Summary operating information for the three months ended December 31, 2009 and September 30, 2009 is presented in the table below:  Three Months Ended

          

          Prior Quarter ChangeDec. 31,

          

          Sept. 30,(Dollars in Thousands)

          

          2009

          

          2009

          

          $

          

          %Operating Revenues

          

          $

          13,109

          

          

          $

          11,417

          

          

          $

          1,692

          

          

          

          15

          %Operating Income

          

          $

          4,338

          

          

          $

          3,562

          

          

          $

          776

          

          

          

          22

          %Operating Margin(1)

          

          

          33

          %

          

          

          31

          %Earnings Per Share:Basic and diluted

          

          $

          0.12

          

          

          $

          0.10

          

          

          $

          0.02

          

          

          

          20

          %Dividends declared per share(2)

          

          $

          0.33

          

          

          $

          0.03

          

          

          $

          0.30

          

          

          

          NMAUM (in millions)

          

          $

          11,354

          

          

          $

          9,796

          

          

          $

          1,558

          

          

          

          16

          %
  NM  not meaningful (1)

          Defined as operating income divided by total operating revenues. (2)

          The December 31, 2009 amount includes a special dividend of $0.30 declared and paid during the quarter. The Companys operating income increased by 22% in the current quarter ended December 31, 2009 when compared with the prior quarter ended September 30, 2009, and is reflective of an increase in operating revenues as a result of higher AUM levels. Market appreciation and the Companys continued ability to attract new business were the reasons for the revenue growth. Partially offsetting the increase in revenue was an increase in operating expenses as a result of increased incentive compensation accruals. Liquidity and Capital Resources The Companys operating cash flows are primarily influenced by the timing and receipt of investment management fees, and the payment of operating expenses, including incentive compensation to employees. Investment management fees are generally collected within 90 days of billing. The Company traditionally has paid cash incentive compensation to certain senior executives following the fiscal year, and to all other employees following the calendar year. Commencing in the fiscal quarter ending March 31, 2009, the Company began to pay cash incentive compensation to all employees following the calendar year. To implement such a shift, the Company
utilized a six-month stub period for those senior executives. Investing cash flows are principally influenced by activities to acquire property and equipment, reinvestment of earnings from investments in Company-sponsored products, investments in held-to-maturity securities, and proceeds from other transactions. Financing cash flows are predominately influenced by the payment of common stock dividends and the repurchase of the Companys common stock. The Company has been making quarterly dividend payments on its common stock since the quarter ended December 31, 2007 and has paid two special dividends. Uses of Liquidity The Company remains committed to growing its business in this challenging market environment and expects that its main uses of cash will be to invest in new products, enhance its distribution network, pay quarterly dividends, acquire shares of its common stock when appropriate, enhance technology infrastructure, and pay corporate operating expenses, which are predominantly variable in nature and therefore fluctuate with revenue and AUM levels. The Company also anticipates using cash during the upcoming quarter to complete the furnishing and improvement of its newly subleased office space. The Company continues to seek opportunities to prudently
reduce its variable costs and discretionary spending wherever possible.
 31    TABLE OF CONTENTS Sources of Liquidity Sources of funds for the Companys operations are derived from investment advisory and investment management fees, interest on the Companys cash, cash equivalents, and held-to-maturity securities, and sublease income. The Companys balance sheet continues to reflect significant liquidity. As of December 31, 2009, the Company had $42.8 million in liquid assets, consisting of cash and cash equivalents of $32.4 million and $10.4 million of accounts receivable, to fund its business growth strategy. Given the availability of these funds, the Company does not maintain or anticipate a need for an external source of liquidity. Accrued compensation and benefits, which consist primarily of accrued incentive compensation, were $5.8 million. The increase in accrued incentive compensation reflected in the cash flow statement results from the higher levels of incentive compensation accruals in conjunction with higher AUM and operating income levels when compared with the same period a year ago, offset by partial payments of incentive compensation made in December 2009 totaling $2.8 million. The Company also realized excess tax benefits of $0.4 million during the six months ended December 31, 2009. Excess tax benefits reduce the amount of income taxes to be paid. Excess tax benefits arise in connection with the Companys share-based compensation. When a restricted stock award vests, the market price on the date the stock vests to the employee may be higher than the original grant-date fair market value of the award. If so, the difference between the cumulative amount that has been recognized through the Statement of Operations and the vesting amount results in an excess tax benefit. Excess tax benefits reduce income taxes payable
and increase additional paid-in capital in the period they are recognized. The Company has no debt and management does not foresee any reason to incur debt unless a significant business opportunity warrants such action. The Companys business does not require it to maintain significant capital balances. Management believes that the sources of liquidity described above will be sufficient to meet the Companys operating needs for the foreseeable future and will enable it to continue to implement its growth strategy. Cash Flows A summary of cash flow data for the six months ended December 31, 2009 and 2008, respectively, is as follows (in thousands):  Six Months EndedDecember 31,2009

          

          2008Cash flows provided by/(used in):Operating activities

          

          $

          6,274

          

          

          $

          401Investing activities

          

          

          (2,725

          )

          

          

          4,882Financing activities

          

          

          (8,253

          )

          

          

          (1,240

          )Net (decrease) increase in cash and cash equivalents

          

          

          (4,704

          )

          

          

          4,043Cash and cash equivalents at beginning of period

          

          

          37,055

          

          

          

          37,436Cash and cash equivalents at end of period

          

          $

          32,351

          

          

          $

          41,479Percent of total assets

          

          

          57

          %

          

          

          74

          %
 The $4.7 million decrease in cash and cash equivalents for the six months ended December 31, 2009 includes the following: 

          payment of a $6.7 million special dividend in December as a result of high cash balances and strong operating performance, 

          the investment of $2.4 million into long-term debt securities, in search of higher interest returns, and 

          capital expenditures of approximately $0.6 million for leasehold improvements and office equipment for the newly subleased office space, offset by, 

          net income for the six months ended December 31, 2009 of $5.0 million, as a result of higher operating revenues. A more detailed analysis of the changes in cash flows is as follows:
 32    TABLE OF CONTENTS Cash Flows from Operating Activities Net cash provided by operating activities totaled $6.3 million during the six months ended December 31, 2009. The difference from the prior comparable period reflects the change in net income, the timing of incentive compensation payments, the change in excess tax benefits recognized on share-based compensation, and the timing differences in the cash settlement of assets and liabilities. Cash Flows from Investing Activities Cash flows used in investing activities totaled $2.7 million for six months ended December 31, 2009. Purchases of long-term debt securities with more attractive interest rates than money market instruments accounted for most of the funds used in investing activities. These securities are classified as held-to-maturity securities on the Condensed Consolidated Balance Sheet as it is managements intention to hold these securities until they mature. Expenditures of approximately $0.6 million on leasehold improvements and office equipment for the newly acquired office space also contributed to the use of funds. Management anticipates spending an
additional $0.5 million by the end of the fiscal year June 30, 2010 to further improve the newly subleased office space. Cash Flows from Financing Activities Cash flows used in financing activities primarily reflect the payment of common stock dividends, share buy-backs and the recognition of excess tax benefits on share-based compensation. Cash used for financing activities totaled $8.2 million for the six months ended December 31, 2009. As a result of high cash balances and increasing strength in operating performance, the Company paid a special dividend in December of $0.30 per share, or a total of $6.7 million. The Company also paid regular quarterly dividends of $0.03 per share in each of the first two quarters, cumulatively totaling $1.3 million. Working Capital The Companys working capital and current ratio for the six months ended December 31, 2009 and recent fiscal year ended June 30, 2009 is set forth in the table below (in thousands):  December 31,2009

          

          June 30,2009

          

          Change$

          

          %Current Assets

          

          $

          44,912

          

          

          $

          46,152

          

          

          $

          (1,240

          )

          

          

          (3

          )%Current Liabilities

          

          

          6,860

          

          

          

          4,255

          

          

          

          2,605

          

          

          

          61

          %Working Capital

          

          $

          38,052

          

          

          $

          41,897

          

          

          $

          (3,845

          )

          

          

          (9

          )%Current Ratio(1)

          

          

          6.5

          

          

          

          10.8

          

          

          

          (4.3

          )

          

          

          (40

          )%
  (1)

          Current assets divided by current liabilities. The Company expects its working capital to increase during the next quarter as a result of its increase in operating margin. Capital Expenditures In September 2009, the Company entered into a sublease agreement for 10,000 square feet. Work on improving the space began in the current quarter ended December 31, 2009 and resulted in capital expenditures of approximately $0.6 million. It is anticipated that the Company will incur additional capital expenditures during the quarter ending March 31, 2010 as it continues to improve the new space and acquires additional equipment and technology. These future capital expenditures are expected to be paid from cash generated from operations. Quarterly Dividends Regular quarterly dividends of approximately $0.7 million were paid in August 2009 and November 2009, respectively. On January 8, 2010, the Board of Directors declared a quarterly cash dividend of $0.05 per share, or approximately $1.1 million in total, payable on February 12, 2010 to all shareholders of record at the close of
 33    TABLE OF CONTENTS business on January 29, 2010. The declaration represents an increase from the previous $0.03 per share rate. The Company expects regular quarterly cash dividends going forward to be paid in February, May, August and November of each fiscal year. However, the actual declaration of future cash dividends, and the establishment of record and payment dates, is subject to determination by the Board of Directors each quarter after its review of the Companys financial performance, as well as general business conditions, capital requirements, and any contractual, legal and regulatory restrictions. The Company may change its dividend policy at any time. Special Cash Dividend As a result of the Companys strong cash position and debt free balance sheet, the Board of Directors declared a special cash dividend on November 16, 2009 of $0.30 per share. The dividend was paid on December 15, 2009 to all shareholders of record at the close of business on November 30, 2009. The aggregate dividend payment totaled approximately $6.7 million. This dividend represents a small portion of the Companys cash balances, the remainder of which will be maintained and deployed to achieve client objectives, develop our business, and provide a reserve for any unstable economic conditions. Strategic Relationship On July 9, 2009, EIP entered into a strategic relationship with New York Life Investments, whereby the MainStay Group of Funds adopted the Companys family of mutual funds (the Epoch Funds). The transaction was approved by the Board of Directors of the Epoch Funds and subsequently approved by the shareholders of the Epoch Funds at a special meeting on October 30, 2009. The adoption of the Epoch Funds by New York Life Investments MainStay Group of Funds was completed in November 2009. EIP continues to be responsible for the day-to-day investment management of the funds through a sub-advisory relationship, while MainStay
Investments (MainStay), the retail distribution arm of New York Life Investments, is responsible for the distribution and administration of the funds. Each former Epoch Fund is now co-branded as a MainStay Epoch Fund. In addition to an existing sub-advisory relationship between EIP and New York Life Investments, and the adoption of the Epoch Funds indicated above, EIP and New York Life Investments have entered into an arrangement wherein, among other things, EIP and an affiliate of New York Life Investments have established a distribution and administration relationship with respect to certain separately managed account and unified managed account products, and New York Life Investments agrees to certain minimum sales targets. Common Stock Repurchase Plan During June 2008 and March 2009, the Companys Board of Directors approved stock repurchase plans, the details of which were disclosed in our Annual Report filed on Form 10-K for the fiscal year ended June 30, 2009. In December 2009, the Companys Board of Directors authorized the Company to repurchase up to an additional 300,000 shares pursuant to the same conditions previously noted. During the three and six months ended December 31, 2009, the Company repurchased 36,000 shares and 117,900 shares at a weighted-average price of $9.19 and $9.05, respectively, under the Companys stock repurchase plan. The total cost of treasury stock acquired during the three and six months ended December 31, 2009 was $0.3 million and $1.1 million, respectively. During the three and six months ended December 31, 2008, the Company repurchased 117,401 shares and 181,301 shares at a weighted-average price of $7.48 and $8.01, respectively. The total cost of treasury stock acquired during the three and six months ended December 31, 2008 was $0.9 million and $1.5 million, respectively. At December 31, 2009, approximately 409,300 shares of common stock remained available for repurchase under the stock repurchase program. The stock repurchase plan is not subject to an expiration date.
 34    TABLE OF CONTENTS Fair Value Measurements The fair value of the Companys Other investments is determined in accordance with the fair value hierarchy established in ASC 820 (Fair Value Measurements (SFAS 157)). The Companys Other investments value consist of available-for-sale investments. Fair values for these investments are determined based upon unadjusted quoted market prices. These investments trade on financial exchanges, with active daily prices. The gross unrealized losses from available-for-sale securities were primarily caused by overall weakness in the financial markets and world economy. The securities are expected to recover their value over time. Management has the intent, and ability to hold these investments until such recovery occurs. The Company does not hold any derivative instruments or financial liabilities. See Note 3 to the Condensed Consolidated Financial Statements for a further discussion on Fair Value Measurements. Contractual Obligations The Companys headquarters and operations are located in New York, New York. Business is conducted at a location with approximately 20,000 square feet under long-term leases that expire in September 2015. The Company is also the primary party to another lease in New York, New York with approximately 8,500 square feet, which expires in November 2010. In January 2002, a sublease agreement was executed with an unrelated third party for this property. While the Company remains responsible under terms of the original lease, the subtenant has assumed those responsibilities and is performing its obligations under the sublease agreement. Proceeds from the sublease, net of profit sharing with the landlord, are slightly less than the Companys remaining obligations under this lease. The subtenant has performed its obligations under the sublease agreement and the Company is not aware of any credit issues with the subtenant. As of December 31, 2009, the remaining future minimum payments under this lease total $0.4 million. Future minimum receipts from the subtenant, net of profit sharing with the landlord, are slightly less than $0.4 million as of December 31, 2009. Summary of Contractual Obligations The following table summarizes all contractual obligations, including the aforementioned office leases (in thousands):  Payments Due inFiscal Years Ended June 30,Remaining Payments in 2010

          

          2011  2012

          

          2013  2014

          

          2015 and Thereafter

          

          TotalPrimary New York operations(1)

          

          $

          629

          

          

          $

          2,841

          

          

          $

          2,854

          

          

          $

          1,784

          

          

          $

          8,108Subleased New York lease

          

          

          240

          

          

          

          200

          

          

          

          

          

          

          

          

          

          

          

          440Other operating leases

          

          

          20

          

          

          

          12

          

          

          

          4

          

          

          

          

          

          

          

          36Total obligations

          

          

          889

          

          

          

          3,053

          

          

          

          2,858

          

          

          

          1,784

          

          

          

          8,584Sublease income, net(2)

          

          

          (287

          )

          

          

          (96

          )

          

          

          

          

          

          

          

          

          

          

          (383

          )Net obligations

          

          $

          602

          

          

          $

          2,957

          

          

          $

          2,858

          

          

          $

          1,784

          

          

          $

          8,201
  (1)

          In September 2009, the Company terminated a sublease agreement, which was to expire in June 2010, and entered into a new sublease agreement effective October 2009. (2)

          Amounts are net of landlord profit sharing. Off-Balance Sheet Arrangements As of December 31, 2009, the Company had no off-balance sheet arrangements. New Accounting Pronouncements FASB Codification In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 168,The FASB Accounting Standards CodificationTMand the Hierarchy
 35    TABLE OF CONTENTS of Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162 (SFAS 168) (FASB ASC 105-10). SFAS 168 replaces all previously issued accounting standards and establishes theFASB Accounting Standards CodificationTM (FASB ASC or Codification) as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of
authoritative U.S. GAAP for SEC registrants. All other accounting literature not included in the Codification will become nonauthoritative. SFAS 168 is effective for all interim and annual periods ending after September 15, 2009. The FASB ASC is not intended to change existing U.S. GAAP. The adoption of this pronouncement only resulted in changes to the Companys financial statement disclosure references. As such, the adoption of this pronouncement had no effect on the Companys condensed consolidated financial position, results of operations, or cash flows. In order to facilitate the transition to the FASB ASC, the Company has elected to show all references to FASB ASC within this report on Form 10-Q along with a parenthetical reference to the previous accounting standard. New Consolidation Guidance for Variable Interest Entities In June 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-17 (SFAS No. 167, Amendments to FASB Interpretation No. 46(R)).ASU No. 2009-17 requires a company to perform a qualitative analysis to determine whether its variable interests give it a controlling financial interest in a variable interest entity (VIE). Under ASU No. 2009-17, a company has a controlling interest when it has (a) the power to direct the activities of a VIE that most significantly impact the entitys economic performance and (b) the obligation to absorb losses of the entity, or the right to receive benefits from the entity, that
could potentially be significant to the VIE. A company that holds a controlling financial interest is deemed to be the primary beneficiary of the VIE and is required to consolidate the VIE. ASU No. 2009-17 also requires an ongoing reassessment of whether a company is the primary beneficiary of a VIE, and additional disclosures about a companys involvement in VIEs and any significant changes in risk exposure due to that involvement. ASU No. 2009-17 will be effective for the Companys fiscal year beginning July 1, 2010. The Company does not expect the adoption of ASU No. 2009-17 to have a material effect on its consolidated financial position, results of operations or earnings per share. Item 3. Quantitative and Qualitative Disclosures About Market Risk. AUM Market Risk The Companys predominant exposure to market risk is directly related to its role as an investment adviser for the mutual funds and separate accounts the Company manages. Changes in value of assets managed will impact the level of management and performance fee revenues. Approximately 48% of the Companys revenue is derived from daily net asset values, while the remaining 52% of revenue is derived from market values of AUM at the end of the quarter. Declines in equity security market prices could cause revenues to decline because of lower investment management fees by causing: 

          the value of AUM to increase. 

          the returns realized on AUM to decrease, impacting performance fees. 

          clients to withdraw funds in favor of investments in markets that they perceive to offer greater opportunity. Underperformance of client accounts relative to competing products could exacerbate these factors. The management of market risk on behalf of our clients, and the impact on fees to the Company, is a significant focus for us and we use a variety of risk measurement techniques to identify and manage market risk. Other Investments Market Risk The Company is exposed to fluctuations in the market price of its Other investments. Other investments consist of investments in Company-sponsored investment vehicles, including mutual funds, an investment product separate account, and a limited liability company. These investments generally represent seed capital
 36    TABLE OF CONTENTS or an investment to establish a performance track record. The Company does not hedge its market risk related to these securities and does not intend to do so in the future. At December 31, 2009 and June 30, 2009, respectively, the Company performed a sensitivity analysis to assess the potential loss in the fair value of these market-risk sensitive securities. The following table represents the estimated impact on the Companys financial position assuming a hypothetical 10% decline in associated market indices (in thousands):  FairValue

          

          Fair Value Assuming10% Decline(2)

          

          Decrease in Stockholders Equity(1)At December 31, 2009:Available-for-sale securities:Epoch Global All Cap separate account

          

          $

          2,516

          

          

          $

          2,292

          

          

          $

          128Company-sponsored mutual funds

          

          

          969

          

          

          

          881

          

          

          

          51Equity method:Epoch Global Absolute Return Fund, LLC

          

          

          473

          

          

          

          431

          

          

          

          24Total Investments

          

          $

          3,958

          

          

          $

          3,604

          

          

          $

          203At June 30, 2009:Available-for-sale securities:Epoch Global All Cap separate account

          

          $

          2,058

          

          

          $

          1,890

          

          

          $

          168Company-sponsored mutual funds

          

          

          806

          

          

          

          737

          

          

          

          69Equity method:Epoch Global Absolute Return Fund, LLC

          

          

          388

          

          

          

          357

          

          

          

          31Total Investments

          

          $

          3,252

          

          

          $

          2,984

          

          

          $

          268
  (1)

          Investments in the Company-sponsored mutual funds and the Epoch Global All-Cap separate account are classified as available-for-sale securities. Unrealized gains or losses on available-for-sale securities are excluded from earnings and recorded in other comprehensive income (loss), net of tax, as a separate component of stockholders equity until realized. The investment in the Epoch Global Absolute Return Fund, LLC is accounted for using the equity method, under which the Companys share of net realized and unrealized earnings or losses from the limited liability company is reflected in net income. (2)

          The example shown is hypothetical and actual declines in associated market indices may be greater than or less than the 10% shown. Interest Rate Risk The Companys AUM is subject to interest rate risk. Changes in both domestic and global interest rates may impact the valuation of equities and stock market returns, and thus the Companys AUM and operating revenues. The Companys investment income is also subject to interest rate risk. Investment income consists primarily of interest income and realized gains and losses on its investments. The Companys investment income is sensitive to fluctuation in interest rates. During the six months ended December 31, 2009, the Company purchased long-term debt securities. Since it is managements intent to hold these investments until they mature, these investments have been accounted for as held-to-maturity securities. The Company does not hedge its market risk related to these securities and does not intend to do so in the future. The Company believes that
a hypothetical change in interest rates of 100 basis points would not have a material impact on its condensed consolidated results of operations, financial condition or cash flows.
 37    TABLE OF CONTENTS The table that follows provides information about the Companys investment securities held-to-maturity, including expected principal flows for the fiscal years June 30, 2010 through June 30, 2015 and thereafter (in thousands):  Payments Due inFiscal Years Ended June 30,2010

          

          2011

          

          2012

          

          2013

          

          2014

          

          2015 and Thereafter

          

          TotalPrincipal Cash Flows

          

          Fair Market Value at December 31, 2009Long term debt securities

          

          $

          

          

          

          $

          

          

          

          $

          350

          

          

          $

          1,050

          

          

          $

          500

          

          

          $

          

          

          

          $

          1,900

          

          

          $

          2,020Weighted-average interest rate

          

          

          

          

          

          

          

          

          

          

          1.67

          %

          

          

          2.14

          %

          

          

          2.66

          %

          

          

          

          

          

          

          2.19

          %
  Cash and Cash Equivalents Cash and cash equivalents include cash in checking and money market accounts, as well as highly liquid investments in money market funds consisting of short-term securities of the U.S. government and its agencies. Cash and cash equivalents are exposed to market risk due to changes in interest rates, which impacts interest income. Cash equivalents are stated at cost, which approximates fair value due to their short maturity. The Company consistently monitors the quality of the institution where its cash is deposited, the balance of which, at times, may be in excess of the Federal Deposit Insurance Corporation insurance limits. Presently, the Company neither participates in hedging activities nor does it have any derivative financial instruments. Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures. The Company has established and maintains disclosure controls and other procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), that are designed to provide reasonable assurance that material information relating to Epoch Holding Corporation and its subsidiaries on a consolidated basis required to be disclosed in its reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated accurately to the Companys
management, including its principal executive officer and principal financial and accounting officer, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can only provide reasonable, not absolute assurance, that the objectives of the disclosure controls and procedures are met. For the quarter ended December 31, 2009, management, with the participation of the Companys principal executive officer and principal financial and accounting officer, has evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based on such evaluation of these disclosure controls and procedures, the Companys principal executive officer and principal financial and accounting officer have concluded that the Companys disclosure controls and procedures were effective during the period covered by this Quarterly Report on Form 10-Q. The Company has also established and maintains internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. In the ordinary course of business, the Company routinely enhances its internal controls and procedures for financial reporting by either upgrading its current systems or implementing new systems. During the fiscal quarter ended December 31, 2009, there was no change in the Companys
internal controls over financial reporting (as defined in Rule 13a-5(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
 38    TABLE OF CONTENTS PART II. OTHER INFORMATION Item 1. Legal Proceedings. From time to time, the Company or its subsidiaries may become parties to claims, legal actions and complaints arising in the ordinary course of business. Management is not aware of any claims which would have a material adverse effect on its consolidated financial position, results of operations, or cash flows. Item 1a. Risk Factors. See Part I. Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  Business Environment in this report for a discussion of the conditions in the financial markets and economic conditions affecting our business. In addition, for further discussion of our potential risks and uncertainties, see information under the heading Risk Factors in our annual report on Form 10-K for the year ended June 30, 2009. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. (c) Purchases of Equity Securities by the Issuer. The table below provides information with respect to the treasury shares the Company purchased under the Companys share repurchase plan during the three months ended December 31, 2009.  Period

          

          Total Number of Shares Purchased

          

          Average Price Paid per Share

          

          Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

          

          Maximum Number of Shares that May Yet Be Purchased Under Outstanding Plans or ProgramsOctober 1, 2009  October 31, 2009

          

          

          23,600

          

          

          $

          9.07

          

          

          

          23,600

          

          

          

          121,700November 1, 2009  November 30, 2009

          

          

          8,100

          

          

          $

          9.38

          

          

          

          8,100

          

          

          

          113,600December 1, 2009  December 31, 2009(1)(2)

          

          

          4,300

          

          

          $

          9.55

          

          

          

          4,300

          

          

          

          409,300Total

          

          

          36,000

          

          

          

          

          

          

          

          36,000
  (1)

          On December 2, 2009, the Board of Directors approved the repurchase of an additional 300,000 shares, or just over 1%, of the Companys fully diluted outstanding common stock. (2)

          As of February 2, 2010, there were 409,300 shares that could be purchased under our share repurchase program. To satisfy statutory employee tax withholding requirements related to the vesting of common shares from employee stock awards, the Company purchases, and then resells in the open market, shares to satisfy employee tax withholding obligations. At December 31, 2009, there were no shares held in treasury to be resold by the Company in the open market related to employee tax withholdings. Item 4. Submission of Matters to a Vote of Security Holders. The Annual Meeting of Stockholders of Epoch Holding Corporation was held in New York, New York on December 3, 2009. At that meeting, by the vote reflected below, the stockholders elected the following individuals as directors for a one-year term:  Director

          

          For

          

          WithheldAllan R. Tessler

          

          

          18,815,520

          

          

          

          1,809,609William W. Priest

          

          

          20,213,889

          

          

          

          411,240Enrique R. Arzac

          

          

          20,255,799

          

          

          

          369,330Jeffrey L. Berenson

          

          

          20,142,793

          

          

          

          482,336John. L Cecil

          

          

          20,213,530

          

          

          

          411,599Peter A. Flaherty

          

          

          20,260,460

          

          

          

          364,669Timothy T. Taussig

          

          

          20,330,677

          

          

          

          294,452
 39    TABLE OF CONTENTS Item 5. Other Information. During the quarter ended December 31, 2009, Audit Committee Chairman and Board member Gene Freedman retired from the Board, upon completion of his term as a Board member on December 3, 2009. Newly nominated and elected board member John Cecil has become the new Audit Committee Chairman. On December 18, 2009, the Company received approval to move its stock exchange listing to the NASDAQ Global Select Market from the NASDAQ Capital Market, effective December 21, 2009. The Companys stock continues to trade under the EPHC ticker symbol. Item 6. Exhibits.  ExhibitNo.

          

          Description3.1

          

          Certificate of Incorporation of the Registrant, as amended.(A)3.2

          

          Amended and Restated By-Laws of Epoch Holding Corporation (as adopted April 2, 2008).(B)4.1

          

          Amended and Restated 2004 Omnibus Long-Term Incentive Compensation Plan.(F)4.4

          

          Stockholders Agreement dated as of June 2, 2004 among J Net Enterprises, Inc. and certain of its stockholders.(C)4.5

          

          Registration Rights Agreement dated as of June 2, 2004 among J Net Enterprises, Inc. and certain of its stockholders.(C)10.1

          

          Employment Agreement by and between Epoch Holding Corporation and William W. Priest, dated as of November 28, 2007 and effective as of January 1, 2008.(D)10.2

          

          1992 Incentive and Non-qualified Stock Option Plan.(E)10.40

          

          Form of Indemnification Agreement between the Registrant and each director and officer of the Registrant.(I)10.45

          

          Office lease between Vornado 640 Fifth Avenue LLC (Landlord) and Epoch Investment Partners, Inc. (Tenant).(G)10.46

          

          Form of Restricted Stock Agreement.(H)10.47

          

          Office lease between 680 Fifth Avenue Associates, L.P. (Landlord) and JNet Enterprises (Tenant).(H)10.48

          

          Office sublease between J Net Enterprises, Inc. (Tenant) and The Game Show Network (subtenant).(H)10.49

          

          Office sublease between Epoch Investment Partners, Inc. (Tenant) and Centerview Partners Holdings LLC (subtenant).(I)31.1

          

          Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.(J)31.2

          

          Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.(J)32.1

          

          Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(J)
  (A)

          Incorporated by reference to Registrants Form 8-K dated December 7, 2004. (B)

          Incorporated by reference to Registrants Form 8-K dated April 2, 2008. (C)

          Incorporated by reference to Registrants Form 8-K dated June 3, 2004. (D)

          Incorporated by reference to Registrants Form 8-K dated December 3, 2007. (E)

          Incorporated by reference to Registrants 1992 Proxy Statement. (F)

          Incorporated by reference to Registrants Form S-8 dated December 29, 2008. (G)

          Incorporated by reference to Registrants Annual Report on Form 10-K for the fiscal year ended June 30, 2005. (H)

          Incorporated by reference to Registrants Annual Report on Form 10-K/A for the fiscal year ended June 30, 2006. (I)

          Incorporated by reference to Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009. (J)

          Filed herewith.
 40    TABLE OF CONTENTS SIGNATURE Pursuant to the requirements of Sections 13 or 15(d) 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.  EPOCH HOLDING CORPORATION (Registrant)Date: February 5, 2010

          

          By:/s/ Adam BorakAdam Borak Chief Financial Officer (Principal Financial and Accounting Officer)
 41