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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2002

Commission File Number 0-26225


SOUNDVIEW TECHNOLOGY GROUP, INC.
(exact name of registrant as specified in its charter)

DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
  13-3900397
(I.R.S. Employer Industrial Identification Number)

1700 E. Putnam Avenue, Old Greenwich, CT
(Address of Principal Executive Offices)

 

06870
(Zip Code)

(203) 321-7000
(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 twelve months, and (2) has been subject to such filing requirements for the past ninety days: Yes ý    No o

        As of November 11, 2002, there were 107,516,900 shares of the Registrant's common stock outstanding.





SOUNDVIEW TECHNOLOGY GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


PART I—Financial Information

Item 1.   Condensed Consolidated Financial Statements    
    Condensed Consolidated Statements of Financial Condition as of September 30, 2002 and December 31, 2001   3
    Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2002 and 2001   4
    Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2002 and 2001   5
    Notes to Condensed Consolidated Financial Statements   6
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations   12
Item 3.   Quantitative and Qualitative Disclosure about Market Risk   20
Item 4.   Controls and Procedures   20


PART II—Other Information

Item 1.   Legal Proceedings   20
Item 2.   Changes in Securities and Use of Proceeds   20
Item 3.   Default upon Senior Securities   20
Item 4.   Submission of Matters to a Vote of Security Holders   20
Item 5.   Other Information   20
Item 6.   Exhibits and Reports on Form 8-K   21
Signatures   22
Certifications   23

2



PART I

Item 1—Consolidated Financial Statements

SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

 
  September 30,
2002

  December 31,
2001

 
 
  (Unaudited)

   
 
ASSETS              
CASH AND CASH EQUIVALENTS   $ 136,571,195   $ 163,852,686  
RECEIVABLE FROM CLEARING BROKER     10,930,958     17,172,354  
SECURITIES OWNED, at market or fair value     4,602,009     5,731,168  
INVESTMENT BANKING FEES RECEIVABLE     2,754,964     1,928,023  
INVESTMENTS     18,875,284     25,529,042  
INTANGIBLE ASSETS, net of accumulated amortization of $33,045,281 and $31,572,101 at September 30, 2002 and December 31, 2001, respectively     238,604,953     243,784,806  
FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net of accumulated depreciation and amortization of $15,541,336 and $11,455,964 at September 30, 2002 and December 31, 2001, respectively     14,300,886     19,729,961  
COMPUTER SOFTWARE, net of accumulated amortization of $675,986 and $601,561 at September 30, 2002 and December 31, 2001, respectively     240,852     655,879  
PREPAID EXPENSES     2,453,713     2,332,753  
DEFERRED TAX AND OTHER ASSETS, NET     3,833,615     22,522,910  
   
 
 
  Total assets   $ 433,168,429   $ 503,239,582  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY              
LIABILITIES:              
  Securities sold but not yet purchased, at market value   $ 216,749   $ 283,747  
  Accounts payable and accrued expenses     6,841,045     9,640,382  
  Accrued compensation     17,911,334     36,396,217  
  Other liabilities     20,641,750     20,946,443  
   
 
 
    Total liabilities     45,610,878     67,266,789  
   
 
 
STOCKHOLDERS' EQUITY:              
  Preferred Stock, $.001 par value, 30,000,000 shares authorized, no shares outstanding at September 30, 2002 and December 31, 2001          
  Common Stock, $.01 par value, 500,000,000 shares authorized, 133,587,805 and 131,637,702 shares issued at September 30, 2002 and December 31, 2001, respectively     1,335,878     1,316,377  
  Common Stock, Class B, $.01 par value, 75,000,000 shares authorized, no shares outstanding at September 30, 2002 and December 31, 2001          
  Additional paid-in capital     914,040,816     909,903,822  
  Accumulated deficit     (448,708,942 )   (389,128,916 )
  Notes receivable from stockholders     (8,537,951 )   (8,537,951 )
  Deferred compensation     (14,030,492 )   (19,790,348 )
  Cumulative translation adjustment         (2,544,122 )
  Treasury Stock, at cost, 24,511,330 and 23,659,959 shares at September 30, 2002 and December 31, 2001, respectively     (56,541,758 )   (55,246,069 )
   
 
 
    Total stockholders' equity     387,557,551     435,972,793  
   
 
 
    Total liabilities and stockholders' equity   $ 433,168,429   $ 503,239,582  
   
 
 

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

3



SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2002
  2001
  2002
  2001
 
 
  (Unaudited)

  (Unaudited)

 
REVENUES:                          
  Brokerage   $ 22,175,634   $ 31,607,095   $ 74,683,643   $ 101,034,578  
  Investment banking     2,737,553     4,328,054     9,329,427     23,109,454  
  Interest and investment income     681,333     2,162,001     3,158,877     8,439,366  
  Asset management fees     1,556,202     1,866,653     4,513,468     6,097,441  
  Loss on investments     (3,459,048 )   (2,393,588 )   (6,940,922 )   (6,543,133 )
   
 
 
 
 
    Total revenues     23,691,674     37,570,215     84,744,493     132,137,706  
   
 
 
 
 
EXPENSES:                          
  Compensation and benefits     19,326,241     30,020,382     67,709,113     94,919,414  
  Brokerage and clearance     4,384,021     5,477,589     12,944,637     16,567,452  
  Amortization of intangible assets and goodwill     1,281,249     4,758,767     4,049,305     37,187,267  
  Impairment of intangible and other assets         11,191,073     1,130,550     260,920,149  
  Communications and technology     1,957,788     3,165,108     8,765,975     10,146,178  
  Marketing and business development     1,769,899     2,579,110     5,800,109     8,865,768  
  Occupancy     1,630,858     3,095,065     5,613,119     10,694,058  
  Depreciation and amortization     1,209,663     2,584,390     4,482,668     8,334,666  
  Professional services     1,220,880     2,226,131     4,701,571     6,600,663  
  Discontinuance of European operations             6,271,000     5,565,667  
  Loss from consolidation of office space     600,289     11,968,733     9,080,087     21,761,905  
  Other     1,762,744     6,861,469     4,043,141     10,212,710  
   
 
 
 
 
    Total expenses     35,143,632     83,927,817     134,591,275     491,775,897  
   
 
 
 
 
Loss from operations     (11,451,958 )   (46,357,602 )   (49,846,782 )   (359,638,191 )
  Gain on strategic investment     1,185,875         2,371,750      
   
 
 
 
 
Loss before income taxes     (10,266,083 )   (46,357,602 )   (47,475,032 )   (359,638,191 )
Provision (benefit) for income taxes         (14,765,700 )   20,192,805     (45,725,994 )
   
 
 
 
 
Loss before equity in net loss of affiliates and minority interest     (10,266,083 )   (31,591,902 )   (67,667,837 )   (313,912,197 )
  Equity in net loss of affiliates         (878,378 )       (10,477,927 )
  Minority interest in net loss of subsidiary         217,842     8,087,811     1,715,733  
   
 
 
 
 
Net loss   $ (10,266,083 ) $ (32,252,438 ) $ (59,580,026 ) $ (322,674,391 )
   
 
 
 
 

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Basic   $ (0.11 ) $ (0.30 ) $ (0.63 ) $ (2.96 )
  Diluted   $ (0.11 ) $ (0.30 ) $ (0.63 ) $ (2.96 )
Weighted average shares used in the computation of net loss per share:                          
  Basic     95,516,870     105,841,534     94,887,293     109,003,767  
  Diluted     95,516,870     105,841,534     94,887,293     109,003,767  

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

4



SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

 
  Nine Months Ended September 30,
 
 
  2002
  2001
 
 
  (Unaudited)

 
CASH FLOWS FROM OPERATING ACTIVITIES:              
  Net loss   $ (59,580,026 ) $ (322,674,391 )
  Adjustments to reconcile net loss to net cash used in operating activities—              
      Deferred tax expense (benefit)     20,192,805     (45,311,702 )
      Depreciation and amortization     8,531,973     45,521,933  
      Equity in net loss of affiliates         12,775,754  
      Impairment of goodwill and other intangible assets     1,130,550     260,920,149  
      Minority interest     (8,087,811 )    
      Non-cash restructuring charges         1,090,000  
      Write-off of computer software and equipment     74,010      
      Loss from consolidation of office space     1,074,173     21,316,906  
      Non-cash charges on discontinuance of European operations     3,154,125      
      Compensation expense on restricted stock awards     7,955,713     9,732,614  
  Cumulative translation adjustment         (2,256,472 )
  (Increase) decrease in operating assets—              
    Receivable from clearing broker     6,241,396     50,548,223  
    Securities owned     1,129,159     3,512,335  
    Investment banking fees receivable     (826,941 )   9,460,340  
    Investments     6,653,758     18,523,223  
    Prepaid expenses     (120,960 )   561,169  
    Other assets     (1,711,543 )   13,440,924  
  Increase (decrease) in operating liabilities—              
    Securities sold but not yet purchased     (66,998 )   (171,155 )
    Accounts payable and accrued expenses     (2,799,337 )   1,370,599  
    Accrued compensation     (18,484,883 )   (104,772,377 )
    Other liabilities     6,551,240     8,515,736  
   
 
 
        Net cash used in operating activities     (28,989,597 )   (17,896,192 )
   
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:              
  Investment in STGE     (71,125 )   (8,159,049 )
  Computer software purchased     (69,755 )   (998,127 )
  Payments (net of reimbursements) for purchases of furniture, equipment and leasehold improvements     (23,996 )   (15,470,964 )
   
 
 
        Net cash used in investing activities     (164,876 )   (24,628,140 )
   
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:              
  Repayments of notes receivable from stockholders         713,752  
  Repurchases of common stock     (1,104,884 )   (10,912,834 )
  Proceeds from issuance of common stock     2,977,866     2,665,040  
   
 
 
        Net cash provided by (used in) financing activities     1,872,982     (7,534,042 )
   
 
 
        Net decrease in cash and cash equivalents     (27,281,491 )   (50,058,374 )
Cash and cash equivalents, beginning of period     163,852,686     184,788,892  
   
 
 
Cash and cash equivalents, end of period   $ 136,571,195   $ 134,730,518  
   
 
 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 
  Cash paid during the period for taxes   $   $ 2,381,438  
NON-CASH TRANSACTIONS:              
  Treasury stock received from restructuring of Strategic Alliance
    Agreement
        19,405,655  
  Repurchase of common stock for receivables     1,187,633     996,827  
  Issuances (forfeitures) of restricted stock to (by) employees     (2,124,031 )   10,892,654  

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

5



SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001

1.  ORGANIZATION AND BASIS OF PRESENTATION

        SoundView Technology Group, Inc. (the "Company") was incorporated on March 27, 1996 and commenced operations in September 1997. The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, SoundView Technology Corporation ("STC"), Wit Capital Corporation, SoundView Ventures Corp. and SoundView Technology Group PLC ("STGE"). All material intercompany balances and transactions have been eliminated in consolidation.

        On January 31, 2000, Wit Capital Group, Inc. completed a merger with SoundView Technology Group, Inc. ("STG"). From June 2000 to August 2001, the combined company operated as Wit SoundView Group, Inc. and in August 2001, the combined company changed its name to SoundView Technology Group, Inc. All references to "STG" refer to operations of STG prior to its merger with Wit Capital Group, Inc.

        The Company is a technology-focused, research driven securities firm that provides services to an institutional and issuer client base. The Company produces comprehensive sell-side research on over 190 technology companies. The Company's brokerage operations provide a variety of sales and trading services to institutional investors. Through the Company's venture capital operations, it has established and currently manages a number of venture capital funds that provide investors with the opportunity to participate in technology and Internet related investments.

        These financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and, in the opinion of management, reflect all adjustments necessary for a fair presentation of the results for the periods presented in conformity with accounting principles generally accepted in the United States. These financial statements should be read in conjunction with the Company's audited financial statements included in the Company's Annual Report on Form 10-K filed with the SEC on April 1, 2002. Results of the interim periods are not necessarily indicative of results to be obtained for a full fiscal year.

        Certain prior period balances have been reclassified to conform with the current year's presentation.

2.    INTANGIBLE ASSETS

        In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"), which the Company adopted on January 1, 2002. SFAS No. 142 addresses financial accounting and reporting for acquired goodwill and other intangible assets acquired individually or with a group of other assets (but not those acquired in a business combination) at acquisition. The statement provides that assets, which have indefinite useful lives, will not be amortized, but rather will be tested at least annually for impairment and establishes specific guidelines for the testing of such assets. SFAS No. 142 allows for intangible assets with finite useful lives to continue to be amortized over their useful lives, but provides that those lives will no longer be limited to 40 years. In connection with the initial adoption of SFAS No. 142, the Company has determined that no adjustment was necessary to the carrying value of its goodwill. The Company will perform its annual impairment test during the fourth quarter of each year commencing in the fourth quarter of 2002.

        In accordance with the provisions of SFAS No. 142, as of January 1, 2002, the Company ceased amortizing the remaining carrying value of the goodwill and tradename intangible assets related to the

6



Company's merger with STG in January 2000, both of which have indefinite useful lives. As of September 30, 2002, the carrying values of goodwill and the tradename intangible asset were $180.7 million and $2.2 million, respectively. Through December 31, 2001, these assets were being amortized over a period of 20 years on a straight-line basis. Also included in amortization expense for the nine month period ended September 30, 2001 is $15.5 million in goodwill amortization related to the Company's merger with E*OFFERING Corp. ("E*OFFERING") in October, 2000, the balance of which was written off in the second quarter of 2001. The following table sets forth reported net loss and earnings per share information as adjusted to exclude amortization of the intangible assets not subject to amortization under the provisions of SFAS No. 142:

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2002
  2001
  2002
  2001
 
Net loss   $ (10,266,083 ) $ (32,252,438 ) $ (59,580,026 ) $ (322,674,391 )
Amortization of goodwill and tradename intangible asset         2,517,573         23,083,503  
   
 
 
 
 
Net loss as adjusted   $ (10,266,083 ) $ (29,734,865 ) $ (59,580,026 ) $ (299,590,888 )
   
 
 
 
 

Net loss per common share as reported:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Basic   $ (0.11 ) $ (.30 ) $ (0.63 ) $ (2.96 )
  Diluted   $ (0.11 ) $ (.30 ) $ (0.63 ) $ (2.96 )
Net loss per common share as adjusted:                          
  Basic   $ (0.11 ) $ (.28 ) $ (0.63 ) $ (2.75 )
  Diluted   $ (0.11 ) $ (.28 ) $ (0.63 ) $ (2.75 )

        Intangible assets subject to amortization under the provisions of SFAS No. 142 consist primarily of customer relationships and are being amortized over a weighted average life of approximately 15 years. The following table sets forth the gross carrying amount, accumulated amortization and net carrying amount of these intangible assets:

 
  September 30,
2002

  December 31,
2001

 
Gross carrying amount   $ 69,400,000   $ 73,100,000  
Accumulated amortization     (13,666,657 )   (12,186,804 )
   
 
 
Net carrying amount   $ 55,733,343   $ 60,913,196  
   
 
 

        The Company recorded $1.3 million and $2.2 million of amortization expense for the three months ended September 30, 2002 and 2001, respectively and $4.0 million and $14.1 million of amortization expense for the nine months ended September 30, 2002 and 2001, respectively, related to intangible assets currently subject to amortization. For the three and nine months ended September 30, 2001, amortization expense included $0.9 million and $10.2 million, respectively, related to intangible assets subject to amortization that were written-off prior to or during the nine months ended September 30, 2002. Estimated amortization expense for intangible assets subject to amortization is approximately $5.1 million for each of the fiscal years ending December 31, 2003 through 2007.

7



3.    NET LOSS PER SHARE

        The following table sets forth the calculation of shares used in the computation of basic and diluted net loss per share:

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
  2002
  2001
  2002
  2001
Shares used in computations:                
  Weighted average common shares used in computation of basic net loss per share   95,516,870   105,841,534   94,887,293   109,003,767
  Dilutive effect of common stock equivalents        
   
 
 
 
  Weighted average common shares used in computation of diluted net loss per share   95,516,870   105,841,534   94,887,293   109,003,767
   
 
 
 

        Because the Company reported a net loss for these periods, the calculations of diluted earnings per share in those periods do not include options, warrants and common stock collateralizing the notes receivable from stockholders, as they are anti-dilutive and would result in a reduction of net loss per share. If the Company had reported net income, there would have been an additional 326,999 shares and 2,807,000 shares for the three month periods ended September 30, 2002 and 2001, respectively, and an additional 3,803,967 shares and 7,200,812 shares for the nine month periods ended September 30, 2002 and 2001, respectively, included in the calculation of diluted earnings per share.

4.    STOCK OPTION PLAN

        The Company has adopted a stock incentive plan (the "Plan") that permits the granting of stock options, restricted stock and other awards to employees, directors and certain consultants of the Company. The exercise price of any share covered by an option granted to a person owning more than 10% of the voting power of all classes of stock of the Company cannot be less than 110% of the fair market value on the day of the grant. The exercise price of options intended to qualify as incentive stock options under Section 422 of the IRS Code may not be less than the fair market value on the date of grant. Options granted expire five or ten years from the date of grant, with the majority of the options expiring in the year 2012.

        As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation," the Company has accounted for options granted to employees using the intrinsic value method prescribed by Accounting Practice Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." For all options granted with exercise prices that are equal to or greater than the fair market value of such common stock at the date of grant, the Company has recorded no related compensation expense. For any options granted with exercise prices that are less than the fair market value of such common stock at the date of grant and for restricted stock issued with future service requirements, the Company recognizes compensation expense over the relevant vesting period.

        As of September 30, 2002 the Company has 16,426,677 outstanding options with a range of exercise prices between $0 and $19.50 per share and a weighted average exercise price of $2.49.

8



5.    WARRANTS

        As of September 30, 2002, the Company has 5,744,255 outstanding warrants with a range of exercise prices between $1.43 and $5.57. These warrants are exercisable for 106,960 shares of common stock and 5,637,295 shares of Class B common stock.

6.    IMPAIRMENT LOSS

        Impairment of intangible and other assets was $1.1 million and $260.9 million for the nine months ended September 30, 2002 and 2001, respectively, and $0 and $11.2 million for the three month periods ended September 30, 2002 and 2001, respectively. Management reviews intangible and other assets whenever circumstances indicate the carrying amount of an asset may not be recoverable. In September 2001, the Company recorded an impairment loss of $11.2 million related to its investment in Wit Capital Japan based on the expected proceeds to be received upon the sale of its interest in the entity, which occurred in November 2001.

        During June 2001, in light of current economic environment and market conditions, the Company performed an evaluation of its enterprise value to make a determination as to whether the recorded amounts of goodwill and intangible assets acquired in its mergers with STG and E*OFFERING were potentially impaired. As a result of this analysis, management determined that an adjustment was required to reduce the carrying value of the Company's goodwill and other intangible assets to their estimated fair value. After evaluating the projected future cash flows related to the merger with E*OFFERING, it was determined that the goodwill and the strategic alliance agreement related to this merger were impaired. As a result, the Company recorded an impairment charge of $249.7 million in 2001. The charge was comprised of a write-off of the carrying values of the goodwill and the strategic alliance agreement of $195.4 million and $54.3 million, respectively, based upon a valuation of discounted future cash flows, to adjust both assets to their estimated fair values. Additionally, the deferred tax liability of $19.3 million previously recorded related to the strategic alliance agreement was recognized as a tax benefit in the accompanying consolidated statement of operations.

7.    LOSS FROM CONSOLIDATION OF OFFICE SPACE

        For the three months ended September 30, 2002 and 2001, the Company recorded a loss from consolidation of office space of approximately $0.6 million and $12 million, respectively and $9.1 million and $21.8 million for the nine month periods ended September 30, 2002 and 2001, respectively. This charge includes an adjustment to the estimated reserve for the Company's lease commitment for an unused portion of its office space in San Francisco, California, that is being held for sublease at a lower rate than the lease rate. In 2001, the charge additionally included charges for the write off of leasehold improvements, furniture and equipment related to Company's relocation from New York and Stamford to its location in Old Greenwich, Connecticut.

8.    CONTINGENCIES

        The Company is currently subject to claims and legal proceedings arising in the normal course of its business. In the opinion of management, the resolution of such claims and legal proceedings should not have a material adverse effect on the financial position, results of operations or liquidity of the Company.

9



9.    INCOME TAXES

        The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting For Income Taxes," which requires the recognition of deferred tax assets and liabilities at tax rates expected to be in effect when these balances reverse. Future tax benefits are recognized to the extent that realization of such benefits is more likely than not. The Company files consolidated Federal and combined state and local income tax returns with certain of its wholly-owned subsidiaries.

        The components of the Company's provision for income taxes for the three and nine-month periods ended September 30, 2002 and 2001 are as follows:

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2002
  2001
  2002
  2001
 
Current:                          
  Federal   $   $ (198,608 ) $   $ (198,608 )