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
| 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 |
| 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
Item 1Consolidated 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 | ) | ||||