SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1995 Commission file number 0-14140 First Albany Companies Inc. (Exact name of registrant as specified in its charter) New York 22-2655804 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 41 State Street, Albany, NY 12207 (Address of principal executive offices) (Zip Code) (518) 447-8500 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X (1) No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 4,080,255 Shares of Common Stock were outstanding as of the close of business on May 1, 1995. FIRST ALBANY COMPANIES INC. AND SUBSIDIARIES FORM 10-Q INDEX PAGE Part I - Financial Information Item 1. Financial Statements Condensed Consolidated Statements of Financial Condition at March 31, 1995 and September 30, 1994............................ 3 Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended March 31, 1995 and March 25, 1994............. 4 Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 1995 and March 25, 1994............................ 5 Notes to Condensed Consolidated Financial Statements........................................ 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..................................... 8-14 Part II - Other Information Item 1. Legal Proceedings............................... 15 Item 5. Management and Transactions with Management................................. 15 Item 6. Exhibits and Reports on Form 8-K............. 15-17 FIRST ALBANY COMPANIES INC. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION ============================================================================= March 31, September 30, 1995 1994 (In thousands of dollars) (Unaudited) - ------------------------------------------------------------------------------ Assets Cash and cash equivalents $ 2,949 $ 3,165 Securities borrowed 244,333 331,209 Receivables from Brokers, dealers and clearing agencies 744 1,511 Customers 90,740 96,830 Others 7,157 18,358 Securities owned 50,609 20,988 Office equipment and leasehold improvements, net 5,585 5,151 Other assets 5,652 5,537 - ----------------------------------------------------------------------------- Total assets $ 407,769 $482,749 ============================================================================= Liabilities and Stockholders' Equity Liabilities Short-term bank loans $ 43,211 $ 38,921 Securities loaned 251,049 329,478 Payables to Brokers, dealers and clearing agencies 4,577 5,077 Customers 47,079 56,949 Others 12,061 1,663 Securities sold but not yet purchased 5,061 3,724 Accounts payable 1,441 1,411 Accrued compensation 3,461 9,149 Accrued expenses 3,336 3,053 Notes payable 2,063 94 - ----------------------------------------------------------------------------- Total liabilities 373,339 449,519 - ----------------------------------------------------------------------------- Commitments and Contingencies Stockholders' Equity Common stock 44 44 Additional paid-in-capital 16,489 16,489 Retained earnings 19,990 19,099 Less treasury stock at cost (2,093) (2,402) - -------------------------------------------------------------------------------- Total stockholders' equity $ 34,430 $ 33,230 - -------------------------------------------------------------------------------- Total liability and stockholders' equity $ 407,769 $ 482,749 ================================================================================ See notes to the condensed consolidated financial statements. FIRST ALBANY COMPANIES INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) ======================================================================================================================== Three Months Ended Six Months Ended (In thousands of dollars except for March 31, March 25, March 31, March 25, per share and outstanding share amounts) 1995 1994 1995 1994 - ------------------------------------------------------------------------------------------------------------------------ Revenues Commissions $ 7,338 $ 8,016 $ 13,925 $ 16,876 Principal transactions 10,870 9,210 21,568 19,041 Investment banking 2,052 5,107 5,802 10,815 Interest 5,811 3,297 12,048 7,077 Fees and other 1,813 1,524 3,366 3,094 - ------------------------------------------------------------------------------------------------------------------------ Total revenues 27,884 27,154 56,709 56,903 Interest expense 4,173 2,133 8,724 4,561 - ------------------------------------------------------------------------------------------------------------------------ Net Revenues 23,711 25,021 47,985 52,342 - ------------------------------------------------------------------------------------------------------------------------ Expenses (excluding interest) - ---------------------------------------------------------------------------------------------------------------------- Compensation and benefits 16,489 16,885 33,389 35,336 Clearing, settlement and brokerage costs 508 453 1,001 983 Communications and data processing 1,827 1,761 3,641 3,468 Occupancy and depreciation 1,685 1,413 3,278 2,746 Selling 1,154 1,203 2,304 2,337 Other 1,331 1,278 2,376 2,466 - ------------------------------------------------------------------------------------------------------------------------ Total expenses (excluding interest) 22,994 22,993 45,989 47,336 - ------------------------------------------------------------------------------------------------------------------------ Income before income taxes 717 2,028 1,996 5,006 - ------------------------------------------------------------------------------------------------------------------------ Income tax expense 205 820 641 2,036 - ------------------------------------------------------------------------------------------------------------------------ Net Income $ 512 $ 1,208 $ 1,355 $ 2,970 ======================================================================================================================== Net income per common and common equivalent share: <FN> Primary<F1>* $ 0.11 $ 0.27 $ 0.30 $ 0.66 Fully diluted<F1>* 0.11 0.27 0.30 0.66 ======================================================================================================================== Weighted average common and common equivalent shares outstanding: Primary<F1>* 4,473,736 4,482,420 4,448,409 4,504,929 Fully diluted<F1>* 4,476,843 4,482,420 4,449,963 4,504,929 ======================================================================================================================== Dividend per common share outstanding $ 0.05 $ 0.05 $ 0.05 $ 0.10 ======================================================================================================================== <F1> *Adjusted to reflect May 1995 5% stock dividend and previous stock dividends. See notes to the condensed consolidated financial statements. </FN> FIRST ALBANY COMPANIES INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) ============================================================================================================== Six Months Ended March 31, March 25, (In thousands of dollars) 1995 1994 - -------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net income $ 1,355 $ 2,970 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 1,098 688 (Increase) decrease in operating assets: Securities purchased under agreement to resell (5,074) Securities borrowed, net (4,387) Net receivable from customers (3,780) 13,068 Net receivable from others (260) Securities owned, net (28,284) (19,830) Other assets (115) 261 Increase (decrease) in operating liabilities: Securities sold under agreement to repurchase 5,056 Securities loaned, net 8,447 Net payable to brokers, dealers, and clearing agencies 267 407 Net payable to others 21,599 Accounts payable and accrued expenses (5,375) (3,229) - -------------------------------------------------------------------------------------------------------------- Net cash used in operating activities (4,788) (10,330) - -------------------------------------------------------------------------------------------------------------- Cash flows from investing activities: Purchase of furniture, equipment, and leaseholds (1,532) (856) - -------------------------------------------------------------------------------------------------------------- Net cash used in investing activities (1,532) (856) - -------------------------------------------------------------------------------------------------------------- Cash flows from financing activities: Proceeds (payments) of short-term bank loans 4,290 10,550 Payments of subordinated notes (2,250) Proceeds (payments) of notes payable 1,969 (315) Payments for purchases of common stock for treasury (1,073) Proceeds from issuance of common stock from treasury 242 332 Dividends paid (397) (365) - -------------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 6,104 6,879 - -------------------------------------------------------------------------------------------------------------- Increase (Decrease) in cash (216) (4,307) Cash at beginning of the year 3,165 6,971 - -------------------------------------------------------------------------------------------------------------- Cash at end of period $ 2,949 $ 2,644 ============================================================================================================== Supplemental disclosures of cash flow information: Income tax payments totaled $563 in 1995 and $2,139 in 1994. Interest payments totaled $8,419 in 1995 and $4,625 in 1994. See notes to the condensed consolidated financial statements. FIRST ALBANY COMPANIES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal, recurring adjustments, necessary for a fair presentation of results for such periods. The results for any interim period are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. These consolidated financial statements should be read in conjunction with financial statements and notes for the year ended September 30, 1994. 2. Receivables from Others Amounts receivable from others as of: - -------------------------------------------------------------------------------- March 31, September 30, (In thousands of dollars) 1995 1994 ================================================================================ Adjustment to record securities owned on a trade date basis, net $ 2,565 $15,040 Others 4,592 3,318 - -------------------------------------------------------------------------------- Total $ 7,157 $18,358 ================================================================================ Amounts receivable and payable for securities transactions that have not reached their contractual settlement date are recorded net on the Statement of Financial Condition. 3. Notes Payable Notes payable consist of: A note for $2,000,000, which is collateralized by fixed assets is payable in monthly payments of principal and interest of $65,005 commencing on May 1, 1995. If the interest rate changes (which is prime [9.00% at March 31, 1995] plus 1.5%), the amount of the monthly payment will change to reflect the new interest rate. The note matures April 1, 1998. An unsecured note for $62,500 is payable in quarterly installments of $15,625 plus interest at the prime rate (9.00% at March 31, 1995) plus 1/2%. The note matures March 25, 1996. 4. Contingencies In the normal course of business, the Company has been named a defendant, or otherwise has possible exposure, in several claims. Certain of these are class actions which seek unspecified damages that could be substantial. Although there can be no assurance as to the eventual outcome of litigation in which the Company has been named as a defendant or otherwise has possible exposure, the Company has provided for those actions most likely to result in adverse dispositions. Although further losses are possible, the opinion of management, based upon the advice of its attorneys and general counsel, is that such litigation will not, in the aggregate, have a material adverse effect on the Company's liquidity or financial position, although it could have a material effect on quarterly or annual operating results in the period in which it is resolved. FIRST ALBANY COMPANIES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) 5. Stockholders' Equity On October 27, 1994, the Board of Directors declared the regular quarterly dividend of $0.05 per share for the fourth quarter along with a 5% stock dividend. Both were payable on November 23, 1994 to shareholders of record on November 9, 1994. On January 24, 1995, the Board of Directors declared the regular quarterly dividend of $0.05 per share for the first quarter, ended December 31, 1994, payable on February 21, 1995 to shareholders of record on February 7, 1995. On April 22, 1995, the Board of Directors declared the regular quarterly dividend of $0.05 per share for the second quarter, ended March 31, 1995, along with a 5% stock dividend. Both are payable on May 22, 1995 to shareholders of record on May 8, 1995. 6. Net Income Per Common and Common Equivalent Share Net income per common and common equivalent share for both the primary and fully diluted computation have been based upon the weighted average number of common shares and the dilutive common stock equivalents outstanding. The dilutive effect of the common stock equivalents was determined using the treasury stock method. Net income per common and common equivalent share, along with both the primary and fully dilutive weighted average common and common equivalent shares outstanding, have been adjusted to reflect all of the 5% stock dividends declared, including the 5% stock dividend declared on April 22, 1995, payable on May 22, 1995. 7. Net Capital Requirements The Company's broker-dealer subsidiary, First Albany Corporation, is subject to the Securities and Exchange Commission's Uniform Net Capital Rule which requires the maintenance of a minimum net capital as calculated and defined in the Rule. As of March 31, 1995, the broker-dealer subsidiary had aggregate net capital, as defined, of $17,630,000--exceeding the required net capital by $15,765,000. FIRST ALBANY COMPANIES INC. MANAGEMENT'S DISCUSSION AND ANALYSIS COMPARISON OF 1995 VS. 1994 ================================================================================ 1995 vs. Three Months Ended 1994 Percentage March 31, March 25, Increase Increase (In thousands of dollars) 1995 1994 (Decrease) (Decrease) - -------------------------------------------------------------------------------- Revenues Commissions $ 7,338 $ 8,016 $ (678) (8)% Principal transactions 10,870 9,210 1,660 18% Investment banking 2,052 5,107 (3,055) (60)% Interest income 5,811 3,297 2,514 76% Fees and others 1,813 1,524 289 19% - -------------------------------------------------------------------------------- Total revenues 27,884 27,154 730 3% Interest expense 4,173 2,133 2,040 96% - -------------------------------------------------------------------------------- Net Revenues 23,711 25,021 (1,310) (5)% - -------------------------------------------------------------------------------- Expenses (excluding interest) Compensation and benefits 16,489 16,885 (396) (2)% Clearing, settlement and brokerage cost 508 453 55 12% Communications and data processing 1,827 1,761 66 4% Occupancy and depreciation 1,685 1,413 272 19% Selling 1,154 1,203 (49) (4)% Other 1,331 1,278 53 4% - -------------------------------------------------------------------------------- Total expenses (excluding interest) 22,994 22,993 1 0% - -------------------------------------------------------------------------------- Income before income taxes 717 2,028 (1,311) (65)% - -------------------------------------------------------------------------------- Income tax expense 205 820 (615) (75)% - -------------------------------------------------------------------------------- Net income $ 512 $ 1,208 $ (696) (58)% ================================================================================ Net interest income Interest income $ 5,811 $ 3,297 $ 2,514 76% Interest expense 4,173 2,133 2,040 96% - -------------------------------------------------------------------------------- Net interest income $ 1,638 $ 1,164 $ 474 41% ================================================================================ The following is management's discussion and analysis of certain significant factors which have affected the Company's financial position and results of operations during the periods included in the accompanying condensed consolidated financial statements. Business Environment First Albany Corporation, a wholly owned subsidiary of First Albany Companies Inc. (the Company), is a full service investment banking and brokerage firm. Its primary business includes the underwriting, distribution, and trading of fixed income and equity securities. The investment banking and brokerage business earns revenues in direct correlation with the general level of trading activity in the stock and bond markets. This level of activity cannot be controlled by the Company; however, many of the Company's costs are fixed. Therefore, the Company's earnings, like those of others in the industry, reflect the activity in the markets and can fluctuate accordingly. Results of Operations Three Month Period Ended March 31, 1995 and March 25, 1994 Net Income Net income for the quarter ended March 31, 1995 was $0.5 million or $0.11 per share compared to $1.2 million or $0.27 per share a year ago. Net revenues for the second quarter of fiscal year 1995 were $23.7 million compared to $25.0 million in the prior period. This decrease was a result of fewer offerings of municipal and corporate securities, which affected all business units. The decline in investment banking revenues was partially offset by an increase in principal transactions revenues, which was primarily a result of personnel upgrades in the municipal institutional sales group. Also, the firm has continued its investment in people and technology. These investments are critical for the firm's long-term success, but will have negative impact on short-term quarterly results. Commissions Commission revenues decreased $0.7 million or 8% in this year's second quarter, resulting from a decrease in mutual funds commission revenues of $1.1 million or 37%. Commission revenues from listed transactions increased $0.4 million or 9%. Principal Transactions Principal transactions increased $1.7 million or 18% in this year's second quarter. This increase was due to an increase in municipal bonds (primarily institutional) of $2.7 million, an increase in taxable fixed income securities of $0.2 million, a decrease in equity securities of $0.3 million, and a decrease in investment income of $0.9 million. The decrease in investment income was the result of an unrealized gain of $1.1 million recorded in the second quarter of fiscal 1994 due to the Company's investment in a firm which completed an initial public offering in February 1994. Investment Banking Investment banking revenues decreased $3.1 million or 60% in this year's second quarter. Revenues from selling concessions decreased $1.9 million (equities decreased $1.4 million and municipal bonds decreased $0.5 million), underwriting fees decreased $0.1 million, and investment banking fees decreased $1.1 million (municipal finance fees decreased $0.5 million and corporate finance fees decreased $0.6 million). Net Interest Income Net interest income increased $0.5 million or 41% due primarily to increased revenues from customer margin balances. Compensation and Benefits Compensation and benefits decreased $0.4 million or 2%. Sales-related compensation decreased $1.5 million due primarily to the decrease in revenues, salaries increased $0.9 million, and benefits increased $0.2 million. Income Taxes Income taxes decreased $0.6 million or 75% in this year's second quarter due to a decrease in pre-tax earnings. The Company's effective tax rate decreased to 29% from 40% as a result of an increased proportion of tax exempt income to income before taxes. FIRST ALBANY COMPANIES INC. MANAGEMENT'S DISCUSSION AND ANALYSIS COMPARISON OF 1995 VS. 1994 =============================================================================== 1995 vs. Six Months Ended 1994 Percentage March 31, March 25, Increase Increase (In thousands of dollars) 1995 1994 (Decrease) (Decrease) - -------------------------------------------------------------------------------- Revenues Commissions $ 13,925 $ 16,876 $ (2,951) (17)% Principal transactions 21,568 19,041 2,527 13% Investment banking 5,802 10,815 (5,013) (46)% Interest income 12,048 7,077 4,971 70% Fees and others 3,366 3,094 272 9% - -------------------------------------------------------------------------------- Total revenues 56,709 56,903 (194) 0% Interest expense 8,724 4,561 4,163 91% - -------------------------------------------------------------------------------- Net Revenues 47,985 52,342 (4,357) (8)% - -------------------------------------------------------------------------------- Expenses (excluding interest) Compensation and benefits 33,389 35,336 (1,947) (6)% Clearing, settlement and brokerage cost 1,001 983 18 2% Communications and data processing 3,541 3,468 173 5% Occupancy and depreciation 3,278 2,745 532 19% Selling 2,304 2,337 (33) (1)% Other 2,376 2,466 (90) (4)% - -------------------------------------------------------------------------------- Total expenses (excluding interest) 45,989 47,336 (1,347) (3)% - -------------------------------------------------------------------------------- Income before income taxes 1,996 5,006 (3,010) (60)% - -------------------------------------------------------------------------------- Income tax expense 641 2,036 (1,395) (69)% - -------------------------------------------------------------------------------- Net income $ 1,355 $ 2,970 $ (1,615) (54)% ================================================================================ Net interest income Interest income $ 12,048 $ 7,077 $ 4,971 70% Interest expense 8,724 4,561 4,163 91% - -------------------------------------------------------------------------------- Net interest income $ 3,324 $ 2,516 $ 808 32% ================================================================================ Six Month Period Ended March 31, 1995 and March 25, 1994 Net Income Net income for the six months ended March 31, 1995 was $1.4 million or $0.30 per share compared to $3 million or $0.66 per share earned in last year's same six month period. Commissions Commission revenues decreased $3 million or 17% in this year's first six months resulting from a decrease in mutual funds commission revenues of $2.7 million or 43%. Principal Transactions Principal transactions increased $2.5 million or 13% in this year's first six months. This increase was due to an increase in municipal bonds (primarily institutional) of $5.4 million, a decrease in taxable fixed income securities of $1.6 million, a decrease in equity securities of $0.6 million, and a decrease in investment income of $0.5 million. The decrease in investment income was primarily the result of an unrealized gain of $1.1 million recorded in the second quarter of fiscal 1994 due to the Company's investment in a firm which completed an initial public offering in February 1994. Investment Banking Investment banking revenues decreased $5 million or 46% in this year's six months. Revenues from selling concessions decreased $3.6 million (equities decreased $2.8 million while municipal bonds decreased $0.8 million), underwriting fees decreased $0.5 million (primarily equities), and investment banking fees decreased $0.9 million (corporate finance fees decreased $0.2 million, while municipal finance fees decreased $0.7 million). Net Interest Income Net interest income increased $0.9 million or 32% due primarily to increased revenues from customer margin balances. Compensation and Benefits Compensation and benefits decreased $1.9 million or 6%. Sales-related compensation decreased $4.1 million due primarily to the decrease in revenues, salaries increased $1.8 million, and benefits increased $0.4 million. Occupancy and depreciation Occupancy and depreciation expense increased $0.5 million or 19% in this year's first six months primarily as a result of our increased investment in new automated systems. Income Taxes Income taxes decreased $1.4 million or 69% in this year's first six months due to a decrease in pre-tax earnings. The Company's effective tax rate decreased to 32% from 41% as a result of an increased proportion of tax exempt interest income to income before taxes. Liquidity and Capital Resources A substantial portion of the Company's assets, similar to other brokerage and investment banking firms, is liquid, consisting of cash and assets readily convertible into cash. These assets are financed primarily by the Company's interest-bearing and non-interest-bearing payables to customers, payables to brokers and dealers secured by loaned securities and bank lines-of-credit. Securities borrowed and securities loaned will fluctuate due primarily to the current level of business activity in this area. Receivables from others decreased due primarily to a decrease in the adjustment to record securities owned on a trade date basis (See Note 3). Short-term bank loans and payables to others increased due primarily to an increase in securities owned. The Company's broker-dealer subsidiaries--First Albany Corporation and Northeast Brokerage Services Corp.--at March 31, 1995 were in compliance with the net capital requirements of the Securities and Exchange Commission (SEC) and had capital in excess of the minimum required. Management believes that funds provided by operations and a variety of committed and uncommitted bank lines-of-credit--totaling $120,000,000 of which approximately $78,987,000 were unused as of March 31, 1995--will provide sufficient resources to meet present and reasonably foreseeable short-term financial needs. On October 27, 1994, the Board of Directors declared the regular quarterly dividend of $0.05 per share for the fourth quarter along with a 5% stock dividend, both payable on November 23, 1994 to shareholders of record on November 9, 1994. On January 24, 1995, the Board of Directors declared the regular quarterly dividend of $0.05 per share for the first quarter, ended December 31, 1994, payable on February 21, 1995 to shareholders of record on February 7, 1995. On April 22, 1995, the Board of Directors declared the regular quarterly dividend of $0.05 per share for the second quarter, ended March 31, 1995, along with a 5% stock dividend. Both payable on May 22, 1995 to shareholders of record on May 8, 1995. The Company believes that funds provided by operations will also provide sufficient resources to fund the acquisition of office equipment and leasehold improvements, current long-term loan repayment requirements, and other long-term requirements. Part II Other Information Item 1. Legal Proceedings In the normal course of business, the Company has been named a defendant, or otherwise has possible exposure, in several claims. Certain of these are class actions which seek unspecified damages that could be substantial. Although there can be no assurance as to the eventual outcome of litigation in which the Company has been named as a defendant or otherwise has possible exposure, the Company has provided for those actions most likely to result in adverse dispositions. Although further losses are possible, the opinion of management, based upon the advice of its attorneys and general counsel, is that such litigation will not, in the aggregate, have a material adverse effect on the Company's liquidity or financial position, although it could have a material effect on quarterly or annual operating results in the period in which it is resolved. Item 4. Submission of matters to a vote of security holders. A. Annual meeting was held on March 7, 1995 B. Elected as Directors: George C. McNamee Alan P. Goldberg Daniel V. McNamee, III Robert F. Vagt J. Anthony Boeckh Honorable Hugh L. Carey Hugh A. Johnson, Jr. Benaree P. Wiley Charles L. Schwager C. Other matters voted on at Annual Meeting 1. Ratified the selection of Coopers & Lybrand L.L.P. as independent auditors of the Company for the fiscal year ending September 29, 1995. Item 5. Management and Transactions with Management. On March 12, 1995, Robert F. Vagt resigned as a Director of the Company. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. (11) Statement Re: Computations of per share earnings. (27) Selected Financial Data Schedule BD (b) Reports on Form 8-K. There were no reports on Form 8-K filed during the quarter ended March 31, 1995. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. First Albany Companies Inc. (Registrant) Date: May 5, 1995 /s/ Alan P. Goldberg ------------- -------------------- Alan P. Goldberg President/Director Date: May 5, 1995 /s/ David J. Cunningham ------------- ----------------------- David J. Cunningham Vice President and Chief Financial Officer (Principal Accounting Officer)