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 June 30, 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 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 the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act): Yes ý No o
As of August 8, 2003, there were 20,915,394 shares of the Registrant's common stock outstanding.
SOUNDVIEW TECHNOLOGY GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART IFinancial Information
| Item 1. | Condensed Consolidated Financial Statements | |||
| Condensed Consolidated Statements of Financial Condition as of June 30, 2003 and December 31, 2002 | 3 | |||
| Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2003 and 2002 | 4 | |||
| Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 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 | 17 | ||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 23 | ||
| Item 4. | Controls and Procedures | 23 | ||
PART IIOther Information |
||||
Item 1. |
Legal Proceedings |
24 |
||
| Item 2. | Changes in Securities and Use of Proceeds | 24 | ||
| Item 3. | Default upon Senior Securities | 24 | ||
| Item 4. | Submission of Matters to a Vote of Security Holders | 24 | ||
| Item 5. | Other Information | 24 | ||
| Item 6. | Exhibits and Reports on Form 8-K | 25 | ||
| Signatures | 26 | |||
2
Item 1Consolidated Financial Statements
SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
JUNE 30, 2003 AND DECEMBER 31, 2002
| |
June 30, 2003 |
December 31, 2002 |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| |
(Unaudited) |
|
|||||||
| ASSETS | |||||||||
| CASH AND CASH EQUIVALENTS | $ | 46,778,207 | $ | 72,863,574 | |||||
| OTHER SHORT TERM INVESTMENTS | 79,838,454 | 76,048,146 | |||||||
| RECEIVABLE FROM CLEARING BROKER | 12,460,974 | 8,182,560 | |||||||
| SECURITIES OWNED, at market or fair value | 4,702,921 | 4,353,810 | |||||||
| INVESTMENT BANKING FEES RECEIVABLE | 314,220 | 752,199 | |||||||
| INVESTMENTS | 15,316,049 | 15,560,190 | |||||||
| INTANGIBLE ASSETS, net of accumulated amortization of $16,825,508 and $14,788,010 at June 30, 2003 and December 31, 2002, respectively | |||||||||
| Goodwill | 17,386,576 | 17,386,576 | |||||||
| Institutional Client Relationships | 51,277,093 | 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 $19,725,720 and $17,457,022 at June 30, 2003 and December 31, 2002, respectively | 11,353,906 | 13,622,604 | |||||||
| PREPAID EXPENSES | 2,590,283 | 2,077,779 | |||||||
| DEFERRED TAX AND OTHER ASSETS, NET | 4,499,127 | 4,518,110 | |||||||
| Total assets | $ | 248,687,812 | $ | 270,850,141 | |||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
| LIABILITIES: | |||||||||
| Securities sold but not yet purchased, at market value | $ | 659,175 | $ | 6,755 | |||||
| Accounts payable and accrued expenses | 4,736,524 | 6,097,869 | |||||||
| Accrued compensation | 12,103,555 | 25,543,534 | |||||||
| Reserve for lease loss | 17,156,825 | 19,080,636 | |||||||
| Other liabilities | 7,207,147 | 8,877,864 | |||||||
| Total liabilities | 41,863,226 | 59,606,658 | |||||||
| STOCKHOLDERS' EQUITY: | |||||||||
| Preferred Stock, $.001 par value, 30,000,000 shares authorized, no shares outstanding at June 30, 2003 and December 31, 2002 | | | |||||||
| Common Stock, $.01 par value, 100,000,000 shares authorized, 25,388,439 and 26,631,926 shares issued at June 30, 2003 and December 31, 2002, respectively 253,884 | 253,884 | 266,319 | |||||||
| Common Stock, Class B, $.01 par value, 75,000,000 shares authorized, no shares outstanding at June 30, 2003 and December 31, 2002 | | | |||||||
| Additional paid-in capital | 897,689,717 | 914,326,443 | |||||||
| Accumulated deficit | (628,952,004 | ) | (623,159,216 | ) | |||||
| Notes receivable from stockholders | (5,750,451 | ) | (8,537,951 | ) | |||||
| Deferred compensation | (12,322,664 | ) | (10,860,209 | ) | |||||
| Treasury Stock, at cost, 4,376,395 and 5,609,104 shares at June 30, 2003 and December 31, 2002, respectively | (44,093,896 | ) | (60,791,903 | ) | |||||
| Total stockholders' equity | 206,824,586 | 211,243,483 | |||||||
| Total liabilities and stockholders' equity | $ | 248,687,812 | $ | 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 AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
| |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
2003 |
2002 |
|||||||||||
| |
(Unaudited) |
(Unaudited) |
|||||||||||||
| REVENUES: | |||||||||||||||
| Brokerage | $ | 22,499,438 | $ | 27,337,158 | $ | 42,453,936 | $ | 52,508,009 | |||||||
| Investment banking | 1,731,688 | 2,574,179 | 3,428,365 | 6,591,874 | |||||||||||
| Interest and investment income | 493,815 | 1,540,457 | 1,737,432 | 2,477,544 | |||||||||||
| Asset management fees | 1,429,986 | 1,561,371 | 2,859,375 | 2,957,266 | |||||||||||
| Loss on investments | (371,527 | ) | (974,830 | ) | (1,102,703 | ) | (3,481,874 | ) | |||||||
| Total revenues | 25,783,400 | 32,038,335 | 49,376,405 | 61,052,819 | |||||||||||
EXPENSES: |
|||||||||||||||
| Compensation and benefits | 17,558,339 | 21,221,406 | 32,934,001 | 48,382,872 | |||||||||||
| Brokerage and clearance | 3,432,795 | 4,230,914 | 6,714,544 | 8,560,616 | |||||||||||
| Marketing and business development | 1,065,045 | 2,226,187 | 2,019,030 | 4,030,210 | |||||||||||
| Amortization of intangible assets and goodwill | 1,018,749 | 1,281,249 | 2,037,498 | 2,768,056 | |||||||||||
| Impairment of goodwill and other intangibles | | | | 1,130,550 | |||||||||||
| Professional services | 1,020,270 | 1,850,679 | 2,159,163 | 3,480,691 | |||||||||||
| Communications and technology | 2,105,795 | 2,602,764 | 3,951,452 | 6,808,187 | |||||||||||
| Depreciation and amortization | 1,130,674 | 1,256,817 | 2,268,698 | 3,273,005 | |||||||||||
| Occupancy | 1,715,725 | 1,793,209 | 3,288,892 | 3,982,261 | |||||||||||
| Loss from consolidation of office space | | | | 8,479,798 | |||||||||||
| Discontinuance of European operations | | | | 6,271,000 | |||||||||||
| Other | 834,446 | 949,655 | 1,551,030 | 2,280,397 | |||||||||||
| Total expenses | 29,881,838 | 37,412,880 | 56,924,308 | 99,447,643 | |||||||||||
| Net loss before gain on strategic investment, income taxes and minority interest | (4,098,438 | ) | (5,374,545 | ) | (7,547,903 | ) | (38,394,824 | ) | |||||||
| Gain on strategic investment | | 1,185,875 | | 1,185,875 | |||||||||||
| Net loss before income taxes and minority interest | (4,098,438 | ) | (4,188,670 | ) | (7,547,903 | ) | (37,208,949 | ) | |||||||
| Income tax (benefit) provision | (1,755,115 | ) | 25,899,745 | (1,755,115 | ) | 20,192,805 | |||||||||
| Minority interest in net loss of subsidiary | | | | 8,087,811 | |||||||||||
| Net loss | $ | (2,343,323 | ) | $ | (30,088,415 | ) | $ | (5,792,788 | ) | $ | (49,313,943 | ) | |||
Net loss per share (A): |
|||||||||||||||
| Basic | $ | (0.13 | ) | $ | (1.58 | ) | $ | (0.31 | ) | $ | (2.61 | ) | |||
| Diluted | $ | (0.13 | ) | $ | (1.58 | ) | $ | (0.31 | ) | $ | (2.61 | ) | |||
| Weighted average shares used in the computation of net loss per share (A): | |||||||||||||||
| Basic | 18,380,608 | 18,983,858 | 18,519,145 | 18,914,117 | |||||||||||
| Diluted | 18,380,608 | 18,983,858 | 18,519,145 | 18,914,117 | |||||||||||
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 SIX MONTHS ENDED JUNE 30, 2003 AND 2002
| |
Six Months Ended June 30, |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
||||||||
| |
(Unaudited) |
|||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||
| Net loss | $ | (5,792,788 | ) | $ | (49,313,943 | ) | ||||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||||||||||
| Deferred tax expense (benefit) | | 20,192,805 | ||||||||
| Depreciation and amortization | 4,306,196 | 6,041,061 | ||||||||
| Impairment of intangible assets | | 1,130,550 | ||||||||
| Minority interest | | (8,087,811 | ) | |||||||
| Write-off of computer software and equipment | | 74,010 | ||||||||
| Loss from consolidation of office space | | 1,074,173 | ||||||||
| Non-cash charges on discontinuance of European operations | | 3,154,125 | ||||||||
| Loss on investments | 1,102,703 | 3,481,874 | ||||||||
| Compensation expense on restricted stock awards | 4,858,175 | 5,557,674 | ||||||||
| (Increase) decrease in operating assets | ||||||||||
| Other short term investments | (3,790,308 | ) | 28,479,905 | |||||||
| Receivable from clearing broker | (4,278,414 | ) | (1,881,682 | ) | ||||||
| Securities owned | (349,111 | ) | 1,087,073 | |||||||
| Investment banking fees receivable | 437,979 | 870,674 | ||||||||
| Investments | (858,562 | ) | 571,056 | |||||||
| Prepaid expenses | (512,504 | ) | (549,981 | ) | ||||||
| Other assets | 23,914 | (366,046 | ) | |||||||
| Increase (decrease) in operating liabilities | ||||||||||
| Securities sold but not yet purchased | 652,420 | 401,759 | ||||||||
| Accounts payable and accrued expenses | (1,361,345 | ) | (2,486,953 | ) | ||||||
| Accrued compensation | (13,439,979 | ) | (16,158,327 | ) | ||||||
| Other liabilities | (3,594,528 | ) | 8,321,634 | |||||||
| Net cash (used in) provided by operating activities | (22,596,152 | ) | 1,593,630 | |||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||
| Investment in STGE | | (71,125 | ) | |||||||
| Computer software purchased | | (69,755 | ) | |||||||
| Reimbursements for purchases of furniture, equipment and leasehold improvements | | 130,094 | ||||||||
| Net cash used in investing activities | | (10,786 | ) | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||
| Repayments of notes receivable from stockholders | 2,787,500 | | ||||||||
| Repurchases of common stock | (6,430,888 | ) | (410,676 | ) | ||||||
| Proceeds from issuance of common stock | 154,173 | 2,729,208 | ||||||||
| Net cash provided by (used in) financing activities | (3,489,215 | ) | 2,318,532 | |||||||
| Net (decrease) increase in cash and cash equivalents | (26,085,367 | ) | 3,901,376 | |||||||
| Cash and cash equivalents, beginning of period | 72,863,574 | 60,508,406 | ||||||||
| Cash and cash equivalents, end of period | $ | 46,778,207 | $ | 64,409,782 | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||||
| Cash paid during the period for taxes | $ | | $ | | ||||||
| NON-CASH TRANSACTIONS: | ||||||||||
| Repurchase of common stock for receivables | | 445,623 | ||||||||
| Issuances of restricted stock to employees, net of forfeitures | 6,320,029 | 2,460,359 | ||||||||
The accompanying notes are an integral part of these consolidated statements.
5
SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 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 securities firm focused on technology and other growth sectors that provides services to an institutional and issuer client base. The Company produces comprehensive sell-side research on over 180 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 for the year ended December 31, 2002 and 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.
6
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 institutions which are invested in non-interest bearing accounts ($1.9 million), money market instruments ($35.2 million) and short-term commercial paper ($9.7 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.
7
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.
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 the accompanying gains or losses included in loss on investments in the statements of operations.
Lease Loss
The Company records a lease loss reserve for the impairment of its obligations under certain of its operating leases for unoccupied office space. The lease loss reserve is determined based on the lease obligation for the remainder of the lease term reduced by estimated sublease payments from the leased property.
Stock Based Compensation
SFAS No. 123, Accounting for Stock-Based Compensation, encourages but does not require adoption of a fair value-based accounting method for stock-based compensation arrangements. An entity may continue to apply Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25") and related interpretations, provided the entity discloses its proforma net income and earnings per share as if the fair value-based method had been applied in measuring compensation cost. As permitted, the Company has accounted for options granted to employees using the intrinsic value method prescribed by APB 25. 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
In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 148, Accounting for Stock-Based CompensationTransition 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 the Company currently follows the intrinsic value method described in APB 25, the transition provision of FAS 148 does not apply.
If the Company had recorded compensation expense for its stock options granted for the three and six month periods ended June 30, 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 June 30, |
Six Months Ended June 30, |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
2003 |
2002 |
||||||||||
| Net loss, as reported | $ | (2,343,323 | ) | $ | (30,088,415 | ) | $ | (5,792,788 | ) | $ | (49,313,943 | ) | ||
| Add stock-based employee compensation included in reported net loss, net of related tax effects | 1,573,110 | 1,313,558 | 3,182,105 | 3,640,276 | ||||||||||
| Deduct total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects | (2,284,784 | ) | (2,262,380 | ) | (4,663,792 | ) | (5,488,562 | ) | ||||||
| Pro forma net loss | $ | (3,054,997 | ) | $ | (31,037,237 | ) | $ | (7,274,475 | ) | $ | (51,162,229 | ) | ||
Net loss per common share(A): |
||||||||||||||
| Basicas reported | $ | (0.13 | ) | $ | (1.58 | ) | $ | (0.31 | ) | $ | (2.61 | ) | ||
| Basicpro forma | $ | (0.17 | ) | $ | (1.63 | ) | $ | (0.39 | ) | $ | (2.70 | ) | ||
| Dilutedas reported | $ | (0.13 | ) | $ | (1.58 | ) | $ | (0.31 | ) | $ | (2.61 | ) | ||
| Dilutedpro forma | $ | (0.17 | ) | $ | (1.63 | ) | $ | (0.39 | ) | $ | (2.70 | ) | ||
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.
9
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 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 FIN 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. The Company is continuing to assess the impact of FIN 46 on its consolidated financial statements. The Company may be required to consolidate the private equity investment partnerships currently under its management and in which it has either limited or general partnership interests beginning in the third quarter of 2003.
3. SECURITIES OWNED
| |
June 30, 2003 |
December 31, 2002 |
||||
|---|---|---|---|---|---|---|
| Equity securities | $ | 1,005,156 | $ | 276,045 | ||
| Certificates of deposit | 3,697,765 | 4,077,765 | ||||
| $ | 4,702,921 | $ | 4,353,810 | |||
As of June 30, 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 six months ended June 30, 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
10
Francisco, California that is being held for sublease at a lower rate than the lease rate. The following table summarizes the reserve for unoccupied office space for the six months ended June 30, 2003:
| Balance, December 31, 2002 | $ | 19,080,636 | ||
| Charges against reserve | (1,923,811 | ) | ||
| Balance, June 30, 2003 | $ | 17,156,825 | ||
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 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 the fourth quarter of 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 six months ended June 30, 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 the first and fourth quarters of 2002, the Company recorded impairment charges of $1.1 million and $1.4 million, respectively, 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 and six months ended June 30, 2003 and 2002.
Intangible assets subject to amortization under SFAS No. 142 at June 30, 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
11
carrying value, accumulated amortization and net carrying amount of intangible assets subject to amortization at June 30, 2003 and December 31, 2002:
| |
June 30, 2003 |
December 31, 2002 |
||||||
|---|---|---|---|---|---|---|---|---|
| Institutional Client Relationships: | ||||||||
| Gross carrying amount | $ | 65,200,000 | $ | 65,200,000 | ||||
| Accumulated amortization | (13,922,907 | ) | (11,885,409 | ) | ||||