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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 March 31, 2003

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

        Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12-b-2 of the Exchange Act) Yes o No o

        As of May 8, 2003, there were 107,291,339 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 March 31, 2003 and December 31, 2002   3
    Condensed Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002   4
    Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002   5
    Notes to Condensed Consolidated Financial Statements   6
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations   16
Item 3.   Quantitative and Qualitative Disclosures about Market Risk   22
Item 4.   Controls and Procedures   22

PART II—Other Information

Item 1.

 

Legal Proceedings

 

22
Item 2.   Changes in Securities and Use of Proceeds   22
Item 3.   Default Upon Senior Securities   22
Item 4.   Submission of Matters to a Vote of Security Holders   22
Item 5.   Other Information   23
Item 6.   Exhibits and Reports on Form 8-K   23
Signatures   24
Certifications   25

2



PART I

Item 1—Consolidated Financial Statements

SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
MARCH 31, 2003 AND DECEMBER 31, 2002

 
  March 31,
2003

  December 31,
2002

 
 
  (Unaudited)

   
 
ASSETS              
CASH AND CASH EQUIVALENTS   $ 52,694,680   $ 72,863,574  
OTHER SHORT TERM INVESTMENTS     79,499,109     76,048,146  
RECEIVABLE FROM CLEARING BROKER     4,703,058     8,182,560  
SECURITIES OWNED, at market or fair value     4,885,585     4,353,810  
INVESTMENT BANKING FEES RECEIVABLE     221,205     752,199  
INVESTMENTS     15,850,709     15,560,190  
INTANGIBLE ASSETS, net of accumulated amortization of $15,806,759 and $14,788,010 at March 31, 2003 and December 31, 2002, respectively              
    Goodwill     17,386,576     17,386,576  
    Institutional Client Relationships     52,295,842     53,314,591  
    Other     2,170,002     2,170,002  
FURNITURE, EQUIPMENT, LEASEHOLD IMPROVEMENTS, COMPUTER SOFTWARE AND LICENSES, net of accumulated depreciation and amortization of $18,595,046 and $17,457,022 at March 31, 2003 and December 31, 2002, respectively     12,484,580     13,622,604  
PREPAID EXPENSES     1,873,956     2,077,779  
DEFERRED TAX AND OTHER ASSETS, NET     4,130,995     4,518,110  
   
 
 
  Total assets   $ 248,196,297   $ 270,850,141  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY              
LIABILITIES:              
  Securities sold but not yet purchased, at market value   $ 160,161   $ 6,755  
  Accounts payable and accrued expenses     5,277,164     6,097,869  
  Accrued compensation     5,014,419     25,543,534  
  Reserve for lease loss     17,935,411     19,080,636  
  Other liabilities     8,823,749     8,877,864  
   
 
 
    Total liabilities     37,210,904     59,606,658  
   
 
 
STOCKHOLDERS' EQUITY:              
  Preferred Stock, $.001 par value, 30,000,000 shares authorized, no shares outstanding at March 31, 2003 and December 31, 2002          
  Common Stock, $.01 par value, 500,000,000 shares authorized, 132,577,748 and 133,159,630 shares issued at March 31, 2003 and December 31, 2002, respectively     1,325,777     1,331,596  
  Common Stock, Class B, $.01 par value, 75,000,000 shares authorized, no shares outstanding at March 31, 2003 and December 31, 2002          
  Additional paid-in capital     909,038,925     913,261,166  
  Accumulated deficit     (626,608,681 )   (623,159,216 )
  Notes receivable from stockholders     (5,750,451 )   (8,537,951 )
  Deferred compensation     (14,920,912 )   (10,860,209 )
  Treasury Stock, at cost, 24,670,343 and 28,045,520 shares at March 31, 2003 and December 31, 2002, respectively     (52,099,265 )   (60,791,903 )
   
 
 
    Total stockholders' equity     210,985,393     211,243,483  
   
 
 
    Total liabilities and stockholders' equity   $ 248,196,297   $ 270,850,141  
   
 
 

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 MONTHS ENDED MARCH 31, 2003 AND 2002

 
  Three Months Ended March 31,
 
 
  2003
  2002
 
 
  (Unaudited)

 
REVENUES:              
  Brokerage   $ 19,954,498   $ 25,170,851  
  Investment banking     1,696,677     4,017,695  
  Interest and investment income     1,243,617     937,087  
  Asset management fees     1,429,389     1,395,895  
  Loss on investments     (731,176 )   (2,507,044 )
   
 
 
    Total revenues     23,593,005     29,014,484  
   
 
 
EXPENSES:              
  Compensation and benefits     15,375,662     27,161,466  
  Brokerage and clearance     3,281,749     4,329,702  
  Amortization of intangible assets and goodwill     1,018,749     1,486,807  
  Impairment of intangible asset         1,130,550  
  Communications and technology     1,845,657     4,205,423  
  Marketing and business development     953,985     1,804,023  
  Occupancy     1,573,167     2,189,052  
  Depreciation and amortization     1,138,024     2,016,188  
  Professional services     1,138,893     1,630,012  
  Loss from consolidation of office space         8,479,798  
  Discontinuance of European operations         6,271,000  
  Other     716,584     1,330,742  
   
 
 
    Total expenses     27,042,470     62,034,763  
   
 
 
Loss from operations     (3,449,465 )   (33,020,279 )
Income tax benefit         (5,706,940 )
   
 
 
Loss before minority interest     (3,449,465 )   (27,313,339 )
  Minority interest in net loss of subsidiary         8,087,811  
   
 
 
Net loss   $ (3,449,465 ) $ (19,225,528 )
   
 
 
Net loss per share:              
  Basic   $ (0.04 ) $ (0.20 )
  Diluted   $ (0.04 ) $ (0.20 )
Weighted average shares used in the computation of net loss per share:              
  Basic     93,295,427     94,213,326  
  Diluted     93,295,427     94,213,326  

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 THREE MONTHS ENDED MARCH 31, 2003 AND 2002

 
  Three Months Ended March 31,
 
 
  2003
  2002
 
 
  (Unaudited)

 
CASH FLOWS FROM OPERATING ACTIVITIES:              
  Net loss   $ (3,449,465 ) $ (19,225,528 )
  Adjustments to reconcile net loss to net cash used in operating activities—              
      Deferred tax benefit         (5,706,940 )
      Depreciation and amortization     2,156,773     3,502,995  
      Impairment of intangible asset         1,130,550  
      Non-cash net gain on discontinuance of European operations         (3,205,686 )
      Loss from consolidation of office space         8,034,799  
      Loss on investments     731,176     2,507,044  
      Compensation expense on restricted stock awards     2,456,481     3,552,242  
  (Increase) decrease in operating assets—              
    Other short term investments     (3,450,963 )   (2,092,845 )
    Receivable from clearing broker     3,479,502     (11,432,927 )
    Securities owned     (531,775 )   769,536  
    Investment banking fees receivable     530,994     (427,802 )
    Investments     (1,021,695 )   376,106  
    Prepaid expenses     203,823     167,374  
    Other assets     387,114     224,486  
  Increase (decrease) in operating liabilities—              
    Securities sold but not yet purchased     153,406     289,785  
    Accounts payable and accrued expenses     (820,705 )   (1,432,448 )
    Accrued compensation     (20,529,115 )   (24,156,087 )
    Other liabilities     (1,199,340 )   4,764,799  
   
 
 
          Net cash used in operating activities     (20,903,789 )   (42,360,547 )
   
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:              
  Investment in STGE         (71,125 )
  Computer software purchased         46,679  
  Payments (net of reimbursements) for purchases of furniture, equipment and leasehold improvements         (762,002 )
   
 
 
          Net cash used in investing activities         (786,448 )
   
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:              
  Repayments of notes receivable from stockholders     2,787,500      
  Repurchases of common stock     (2,087,920 )    
  Proceeds from issuance of common stock     35,315     2,184,105  
   
 
 
          Net cash provided by financing activities     734,895     2,184,105  
   
 
 
          Net decrease in cash and cash equivalents     (20,168,894 )   (40,962,890 )
Cash and cash equivalents, beginning of period     72,863,574     60,508,406  
   
 
 
Cash and cash equivalents, end of period   $ 52,694,680   $ 19,545,516  
   
 
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:              
  Cash paid during the period for taxes   $   $  
NON-CASH TRANSACTIONS:              
  Issuances of restricted stock to employees, net of forfeitures     6,517,183     4,590,926  

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

5



SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002

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 subsidiaries, SoundView Technology Corporation ("STC"), Wit Capital Corporation ("WCC"), SoundView Technology Group PLC ("STGE") and SoundView Ventures Corp. ("SoundView Ventures").

        The Company is a research driven technology-focused securities firm that provides services to an institutional and issuer client base. The Company produces comprehensive sell-side research on over 160 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.

        STC has an agreement with Bear Stearns & Co. ("Bear Stearns" or the "clearing broker"), pursuant to which Bear Stearns clears securities transactions, carries customers' accounts on a fully disclosed basis, and performs record keeping functions for STC.

        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 March 21, 2003. Results of the interim periods are not necessarily indicative of results to be obtained for a full fiscal year.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing its financial statements are reasonable. Actual results could differ from these estimates.

Reclassifications

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

Principles of Consolidation

        The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries STC, WCC, and SoundView Ventures, as well as its majority-owned subsidiary STGE. Material intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

        The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are comprised primarily of deposits with financial

6



institutions which are invested in non-interest bearing accounts ($6.1 million), money market instruments ($34.1 million) and short-term commercial paper ($12.5 million).

Other Short Term Investments

        This balance is comprised of funds deposited in a short term bond fund that invests primarily in high quality diversified fixed income securities where the target duration is nine months.

Investments

        The Company holds investments in publicly traded and privately held entities that are accounted for at market or fair value, with the accompanying gains and losses reflected in the Company's results of operations. The determination of fair value requires management to make estimates based on available information, including the entities' earnings, sales, operating developments and recent transactions in the entities' securities. The determination of fair value may not necessarily represent the amounts that might ultimately be realized, since such amounts depend on future circumstances and cannot be determined until the investments are actually liquidated.

Goodwill and Other Intangible Assets

        Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that also lack physical substance but can be distinguished from goodwill. On January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." Under the provisions of SFAS No. 142, goodwill is no longer amortized into the income statement over an estimated life, but rather is tested at least annually for impairment. Other intangible assets, which have finite lives, continue to be amortized over their estimated useful lives and are subject to impairment testing under the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."

Furniture, Equipment and Leasehold Improvements

        Furniture, equipment and leasehold improvements are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the related assets, ranging from two to three years for furniture and computer hardware. Leasehold improvements are amortized on a straight-line basis over the lesser of the life of the lease or the remaining useful lives of the improvements, which range from three to eight years.

Computer Software

        Costs capitalized related to the purchase of computer software are being amortized over a period of three years. Costs capitalized related to the development of software for internal use are amortized over the estimated useful lives of the software, generally over periods of between one and three years.

Fair Value of Financial Instruments

        Substantially all of the Company's financial instruments are carried at fair value or amounts approximating fair value. Assets, including cash and cash equivalents, other short term investments, receivable from clearing broker, securities owned, and investments are carried at fair value or contracted amounts, which approximate fair value. Similarly, liabilities including securities sold, not yet purchased and certain payables are carried at fair value or contracted amounts, which approximate fair value due to their relatively short-term nature.

7



Revenue Recognition

        Securities owned and securities sold but not yet purchased in the Company's proprietary trading accounts consist of securities in corporate stocks, and are stated at quoted market values. Transactions involving such securities are recorded on a trade date basis with any related net gain or loss included in brokerage revenue in the statements of operations.

        Investment banking revenue is generated as a result of the Company managing, co-managing and participating in various underwritings, private placements, mergers and acquisitions and from advisory or other services provided to clients. Fees from investment banking activities are recognized when the offering or services are complete and the income is reasonably determinable.

        Asset management fees are computed as a percentage of capital commitments of the funds under management and are recognized as earned.

        Securities owned for investment purposes consist of publicly traded and privately held securities and are stated at market or fair value, with accompanying gains or losses included in loss on investments in the statements of operations.

Lease Loss

        The Company records a loss reserve for the impairment of its obligations under certain of its operating leases for unoccupied office space when estimated expected future cash flows are not sufficient to cover the lease obligation for the remainder of the lease term because its lease commitment exceeds the expected sublease payments from the leased property or because of the time frame the Company estimates for sublease.

Stock Based Compensation

        In December 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of FASB Statement No. 123. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The disclosure requirements of SFAS No. 148 are effective for fiscal years ending after December 15, 2002 and for interim periods beginning after December 15, 2002.

        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." The Company has granted options with exercise prices that are equal to or greater than the market price of such common stock at the date of grant, and accordingly, the Company has recorded no related compensation expense. For restricted stock issued with future service requirements, compensation expense is recognized over the relevant vesting period.

8



        If the Company had recorded compensation expense for its stock options granted for the three months ended March 31, 2003 and 2002, in accordance with SFAS No. 123, the Company's pro forma net loss and pro forma net loss per share would be as follows:

 
  Three Months Ended March 31,
 
 
  2003
  2002
 
Net loss, as reported   $ (3,449,465 ) $ (19,225,528 )
Add stock-based employee compensation included in reported net loss, net of related tax effects     1,608,995     2,326,719  
Deduct total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects     (2,379,008 )   (3,226,182 )
   
 
 
Pro forma net loss   $ (4,219,478 ) $ (20,124,991 )
   
 
 
Net loss per common share:              
  Basic-as reported   $ (0.04 ) $ (0.20 )
  Basic-pro forma   $ (0.05 ) $ (0.21 )
  Diluted-as reported   $ (0.04 ) $ (0.20 )
  Diluted-pro forma   $ (0.05 ) $ (0.21 )

Reportable Operating Segment

        The Company considers its present operations to be one reportable segment for purposes of presenting financial information and for evaluating its performance. The financial statement information presented in the accompanying consolidated financial statements is consistent with the preparation of financial information for the purpose of internal use.

Income Taxes

        The Company accounts for income taxes in accordance with the provisions of 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 attributable to temporary differences are recognized to the extent that realization of such benefits is more likely than not.

New Accounting Pronouncements

        In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. This statement addresses financial accounting and reporting for costs associated with exit or disposal activities. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Company does not believe that the implementation of SFAS 146 will have a material impact on its consolidated financial statements.

        In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN 45"). Guarantees meeting the characteristics described in FIN 45 are required to be initially recorded at fair value, which is different from the general current practice of recording a liability only when a loss is probable and reasonably estimable, as those terms are defined in FASB Statement No. 5, Accounting for Contingencies. FIN 45 also requires a guarantor to make significant new disclosures for virtually all guarantees even when the likelihood of the guarantor's having to make payments under the guarantee is remote. FIN 45's disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. FIN 45's initial recognition and initial measurement provisions

9



are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end.

        In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46"). The objective of FIN 46 is to improve financial reporting by companies involved with variable interest entities. A variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or is entitled to receive a majority of the entity's residual returns or both. FIN 46 also requires disclosures about variable interest entities that the company is not required to consolidate but in which it has a significant variable interest. The consolidation requirements of Interpretation 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. As of March 31, 2003, the Company has not yet determined what effect, if any, FIN 46 will have on its consolidated financial statements.

3.     SECURITIES OWNED

 
  March 31,
2003

  December 31,
2002

Equity securities   $ 807,820   $ 276,045
Certificates of deposit     4,077,765     4,077,765
   
 
    $ 4,885,585   $ 4,353,810
   
 

        As of March 31, 2003 and December 31, 2002, certificates of deposit are pledged as collateral for certain of the Company's lease commitments.

4.     LOSS FROM CONSOLIDATION OF OFFICE SPACE

        The Company recorded a loss from consolidation of office space of approximately $8.5 million for the three months ended March 31, 2002. This charge included an adjustment to the estimated reserve for the Company's lease commitment through March 2011 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. The following table summarizes the reserve activity for unoccupied office space during the quarter ended March 31, 2003:

Balance, December 31, 2002   $ 19,080,636  
Charges against reserve     (1,145,225 )
   
 
Balance, March 31, 2003   $ 17,935,411  
   
 

5.     GOODWILL AND OTHER INTANGIBLE ASSETS

        The Company adopted SFAS No. 142 on January 1, 2002. SFAS No. 142 requires that the Company's goodwill be evaluated for impairment upon adoption and at least annually thereafter which the Company has determined will occur in its fiscal fourth quarter in the absence of circumstances suggesting an evaluation in an earlier quarter. In connection with the initial adoption of SFAS No. 142, on January 1, 2002, the Company determined that no adjustment was necessary to the carrying value of its goodwill. Subsequent to the adoption of SFAS No. 142, the continued economic slowdown and

10



weakened business environment as well as other factors negatively impacted the Company's business. During the fourth quarter of 2002, the Company performed its annual evaluation of its enterprise value to make a determination as to whether the recorded amounts of goodwill were potentially impaired. In estimating the fair value of the enterprise, the Company used valuation techniques based on market capitalization and market multiples for comparable businesses. Based on this evaluation, the Company determined that the carrying value of its goodwill was impaired and recorded an impairment charge of $163.3 million in 2002.

        Additionally, the Company adopted SFAS No. 144 on January 1, 2002. Under the provisions of SFAS No. 144, an impairment loss is recognized when the estimate of undiscounted future cash flows generated by an asset is less than its carrying amount. Measurement of the impairment loss is based on the present value of the expected future cash flows. During the three months ended March 31, 2002, the Company wrote-off the carrying value of its investment advisory intangible asset as the fund from which it earned incentive royalties under an agreement with the manager ceased operations. In addition, the Company determined that the carrying value of its intangible asset related to employee non-compete agreements was impaired. Accordingly, in 2002, the Company recorded an impairment charge of $2.5 million related to these assets.

        In accordance with the provisions of SFAS No. 142, the Company's goodwill and trade name intangible asset are not being amortized. There was no change in the carrying amount of goodwill and the trade name intangible asset during the three months ended March 31, 2003 and 2002.

        Intangible assets subject to amortization under SFAS No. 142 at March 31, 2003 include the institutional client relationship intangible asset which is currently being amortized over its remaining useful life of 13 years. The estimated annual amortization expense related to the institutional client relationship intangible asset is approximately $4.1 million. The following table sets forth the gross carrying value, accumulated amortization and net carrying amount of intangible assets subject to amortization at March 31, 2003 and December 31, 2002:

 
  March 31,
2003

  December 31,
2002

 
Institutional Client Relationships:              
  Gross carrying amount   $ 65,200,000   $ 65,200,000  
  Accumulated amortization     (12,904,158 )   (11,885,409 )
   
 
 
Net carrying amount   $ 52,295,842   $ 53,314,591  
   
 
 
Investment Advisory Contract:              
  Gross carrying amount   $   $ 3,700,000  
  Accumulated amortization         (2,569,445 )
  Impairment charge         (1,130,555 )
   
 
 
Net carrying amount   $   $  
   
 
 
Non-Compete Agreements:              
  Gross carrying amount   $   $ 4,200,000  
  Accumulated amortization         (2,800,000 )
  Impairment charge         (1,400,000 )
   
 
 
Net carrying amount   $   $  
   
 
 

11


6.     INCOME TAXES

        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 income tax benefit for the three-month periods ended March 31, 2003 and 2002 are as follows:

 
  Three Months Ended
March 31,

 
 
  2003
  2002
 
Current:              
  Federal   $   $  
  State and local          
   
 
 
           
   
 
 
Deferred:              
  Federal         (5,587,195 )
  State and local         (119,745 )
   
 
 
          (5,706,940 )
   
 
 
Net income tax benefit   $   $ (5,706,940 )
   
 
 

        The effective income tax rate differs from the amount computed by applying the federal statutory income tax rate because of the effect of state and local taxes and certain nondeductible expenses, including amortization of intangible assets. For the three months ended March 31, 2003, the difference is additionally attributable to the establishment of a valuation allowance against the net deferred tax asset balance.

12


        For the three months ended March 31, 2003, the Company recorded a valuation allowance of $0.6 million against the income tax benefit generated from the Company's operating losses during the period. The valuation allowance was calculated in accordance with the provisions of SFAS No. 109, Accounting for Income Taxes, which places primary importance on the Company's historical results of operations. Although the Company's results in prior years were significantly affected by restructuring and other charges, the Company's historical losses combined with the losses incurred in the current fiscal year represent negative evidence sufficient to require a full valuation allowance under the provisions of SFAS 109. If the Company is able to realize part or all the deferred tax assets in future periods, it will reduce its provision for income taxes with a release of the valuation allowance in an amount which is more likely than not expected to be realized. The majority of the Company's net operating loss carryforwards totaling $37.2 million expir