UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2000 or [ ] Transition Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 For the transition period from ___________ to _____________ Commission File Number: 00025027 COHOES BANCORP, INC. (Exact name of registrant as specified in its charter) Delaware 14-1807865 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 75 Remsen Street, Cohoes, New York 12047 (Address of principal executive offices) (Zip Code) (518)233-6500 (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 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. [X] Yes [ ] No As of May 2, 2000, there were 7,912,255 shares of the registrant's common stock outstanding. 1 FORM 10-Q Cohoes Bancorp, Inc. INDEX Page PART 1 - FINANCIAL INFORMATION Number Item 1. Financial Statements Consolidated Statements of Financial Condition at March 31, 2000 and June 30, 1999 3 Consolidated Statements of Income for the three and nine months ended March 31, 2000 and 1999 4-5 Consolidated Statements of Changes in Stockholders' Equity for the nine months ended March 31, 2000 and 1999 6-7 Consolidated Statements of Cash Flows for the nine months ended March 31, 2000 and 1999 8 Notes to Consolidated Interim Financial Statements 9-13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14-22 Item 3. Quantitative and Qualitative Disclosures about Market Risk 23 PART II - OTHER INFORMATION Item 1. Legal Proceedings 23 Item 2. Changes in Securities and Use of Proceeds 23 Item 3. Defaults Upon Senior Securities 23 Item 4. Submission of Matters to a Vote of Security Holders 23 Item 5. Other Information 23 Item 6. Exhibits and Reports on Form 8-K 23 Signature Page 24 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements COHOES BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited) March 31, June 30, 2000 1999 (In thousands) ASSETS: CASH AND CASH EQUIVALENTS: Cash and due from banks $ 11,868 $ 8,886 Federal funds sold - 1,870 Interest-bearing deposits with banks 102 358 Total cash and cash equivalents 11,970 11,114 MORTGAGE LOANS HELD FOR SALE - 339 SECURITIES AVAILABLE FOR SALE 41,225 44,742 INVESTMENT SECURITIES, approximate fair value of $54,591 and $53,721 56,096 54,455 NET LOANS RECEIVABLE 577,442 521,005 ACCRUED INTEREST RECEIVABLE 4,053 3,776 BANK PREMISES AND EQUIPMENT 7,725 7,801 OTHER REAL ESTATE OWNED 697 724 MORTGAGE SERVICING RIGHTS 702 840 OTHER ASSETS 4,504 5,674 Total assets $704,414 $650,470 LIABILITIES AND STOCKHOLDERS' EQUITY: LIABILITIES: Due to depositors $491,508 $446,123 Mortgagors' escrow deposits 6,669 10,787 Borrowings 79,652 49,045 Other liabilities 5,449 5,085 Total liabilities 583,278 511,040 Commitments and contingent liabilities STOCKHOLDERS' EQUITY: Preferred stock, $.01 par value; 5,000,000 share authorized; none issued - - Common stock, $.01 par value; 25,000,000 shares authorized; 9,535,225 shares issued at March 31, 2000 and June 30, 1999 95 95 Additional paid-in capital 92,972 93,004 Retained earnings-subject to restrictions 57,668 55,173 Treasury stock, at cost (1,523,170 shares at March 31, 2000) (16,643) - Unallocated common stock held by ESOP (8,121) (8,598) Unearned RRP shares (4,161) - Accumulated other comprehensive loss, net (674) (244) Total stockholders' equity 121,136 139,430 Total liabilities and stockholders' equity $704,414 $650,470 See accompanying notes to consolidated interim financial statements. 3 COHOES BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the three months ended March 31, 2000 1999 (In thousands, except per share amounts) INTEREST INCOME: Loans receivable $11,002 $ 9,278 Securities available for sale 560 501 Investment securities 844 785 FHLB stock 83 59 Federal funds sold 111 530 Bank deposits 2 4 Total interest income 12,602 11,157 INTEREST EXPENSE: Deposits 4,568 4,066 Escrow deposits 25 22 Borrowings 1,227 698 Total interest expense 5,820 4,786 Net interest income 6,782 6,371 Provision for loan losses 300 425 Net interest income after provision for loan losses 6,482 5,946 NONINTEREST INCOME: Service charges on deposits 227 187 Loan servicing revenue 71 88 Recovery on other real estate owned 144 - Other 470 426 Total noninterest income 912 701 NONINTEREST EXPENSE: Compensation and benefits 2,970 2,176 Occupancy 770 736 Deposit insurance & assessments 30 17 Advertising 114 96 Other 910 959 Total noninterest expense 4,794 3,984 Income before income tax expense 2,600 2,663 Income tax expense 945 1,043 NET INCOME $ 1,655 $ 1,620 Net income per share Basic $ .21 $ .18 Diluted $ .21 $ .18 See accompanying notes to consolidated interim financial statements. 4 COHOES BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the nine months ended March 31, 2000 1999 (In thousands, except per share amounts) INTEREST INCOME: Loans receivable $31,931 $26,668 Securities available for sale 1,732 1,750 Investment securities 2,558 2,223 FHLB stock 238 186 Federal funds sold 164 980 Bank deposits 5 22 Total interest income 36,628 31,829 INTEREST EXPENSE: Deposits 12,916 13,451 Escrow deposits 97 299 Borrowings 3,430 1,781 Total interest expense 16,443 15,531 Net interest income 20,185 16,298 Provision for loan losses 1,250 785 Net interest income after provision for loan losses 18,935 15,513 NONINTEREST INCOME: Service charges on deposits 660 590 Loan servicing revenue 223 296 Recovery on other real estate owned 284 - Write off of equity investment (950) - Other 1,259 1,290 Total noninterest income 1,476 2,176 NONINTEREST EXPENSE: Compensation and benefits 8,113 6,290 Occupancy 2,356 2,220 Deposit insurance & assessments 68 44 Advertising 332 289 Contribution to Cohoes Savings Foundation - 2,777 Merger termination fee - 2,000 Other 2,635 2,785 Total noninterest expense 13,504 16,405 Income before income tax expense 6,907 1,284 Income tax expense 2,517 519 NET INCOME $ 4,390 $ 765 Net income per share Basic $ .53 $ .18 Diluted $ .53 $ .18 See accompanying notes to consolidated interim financial statements. 5 COHOES BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (In thousands) Unallocated Accumulated common Additional other com- stock Unearned Compre- Common paid in Retained Treasury prehensive held by RRP hensive Stock capital earnings stock loss, net ESOP shares Total income Nine Months Ended March 31, 2000 Balance at June 30, 1999 $95 $93,004 $55,173 $ - $(244) $(8,598) $ - $139,430 Net income, July 1, 1999 - March 31, 2000 - - 4,390 - - - - 4,390 $4,390 ESOP shares committed to be released - (32) - - - 477 - 445 Cash dividends paid - - (1,578) - - - - (1,578) Public market purchase of 1,868,142 shares of Cohoes Bancorp, Inc. common stock - - - (21,121) - - - (21,121) Granting of restricted stock under RRP - - (317) 4,505 - - (4,188) - Forfeited shares under RRP - - - (27) - - 27 - Change in unrealized loss on securities available for sale, net - - - - (430) - - (430) (430) Balance, March 31,2000 $95 $92,972 $57,668 $(16,643) $(674) $(8,121) $(4,161) $121,136 $3,960 See accompanying notes to consolidated interim financial statements. 6 COHOES BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (In thousands) Unallocated Accumulated common Additional other com- stock Unearned Compre- Common paid in Retained Treasury prehensive held by RRP hensive Stock capital earnings stock income, net ESOP shares Total income Nine Months Ended March 31, 1999 Balance at June 30, 1998 $ - $ - $53,270 $- $12 $ - $- $ 53,282 Net income, July 1, 1998 - March 31, 1998 - - 765 - - - - 765 $765 Issuance of 9,257,500 shares of $.01 par value common stock in initial public offering, net of conversion related expenses 92 90,258 - - - - - 90,350 Issuance of 277,725 shares of $.01 par value common stock to the Cohoes Savings Foundation 3 2,774 - - - - - 2,777 Open market purchase of Cohoes Bancorp, Inc. common stock by ESOP trustee - - - - - (9,137) - (9,137) Allocation of ESOP shares - (14) - - - 380 - 366 Change in unrealized gain on securities available for sale, net - - - - 27 - - 27 27 Balance, March 31, 1999 $95 $93,018 $54,035 $- $39 $(8,757) $- $138,430 $792 See accompanying notes to consolidated interim financial statements. 7 COHOES BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the nine months ended March 31, 2000 1999 (In thousands) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 4,390 $ 765 Adjustments to reconcile net income to net cash provided by operating activities- Charitable contribution to the Cohoes Savings Foundation - 2,777 Depreciation 990 980 Amortization of purchased and originated mortgage servicing rights 138 151 Provision for loan losses 1,250 785 Provision for deferred tax benefit (410) (133) Net gain on sale of securities available for sale - (2) Net premium amortization of investment securities 28 38 Net discount amortization of securities available for sale (1) (7) Net gain on sale of mortgage loans (28) (8) Proceeds from sale of loans held for sale 3,130 602 Loans originated for sale (2,763) (556) ESOP compensation 445 366 Increase in interest receivable (277) (205) Decrease (increase) in other assets, net of deferred tax (benefit) expense 1,580 (2,825) Increase in other liabilities 364 1,374 Net loss on sale of other real estate owned 65 73 Total adjustments 4,511 3,410 Net cash provided by operating activities 8,901 4,175 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from investment securities called/matured 2,500 16,025 Purchase of investment securities (4,998) (32,580) Proceeds from securities available for sale called/matured - 22,300 Proceeds from the sale of securities available for sale 1,372 716 Purchase of securities available for sale (1,425) (23,569) Proceeds from principal reduction in investment securities 4,183 7,020 Proceeds from principal reduction in securities available for sale 3,141 6,162 Net loans made to customers (61,920) (78,839) Originated mortgage servicing rights - (1) Proceeds from sale of other real estate owned 841 1,215 Capital expenditures (914) (1,316) Net cash used in investing activities (57,220) (82,867) CASH FLOWS FROM FINANCING ACTIVITIES: Net decrease in mortgagors' escrow deposits (4,118) (2,848) Net increase in borrowings 30,607 29,366 Net increase (decrease) in deposits 45,385 (20,537) Net proceeds from the issuance of common stock - 90,350 Purchase of ESOP common stock - (9,137) Purchase of treasury shares (21,121) - Cash dividends paid (1,578) - Net cash provided by financing activities 49,175 87,194 Net increase in cash and cash equivalents 856 8,502 CASH AND CASH EQUIVALENTS, beginning of period 11,114 14,229 CASH AND CASH EQUIVALENTS, end of period $ 11,970 $ 22,731 ADDITIONAL DISCLOSURE RELATIVE TO CASH FLOWS: Interest paid $ 16,547 $ 15,538 Taxes paid 2,025 540 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES: Transfer of loans to other real estate owned $ 879 $ 1,286 SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES: Granting of restricted stock under RRP $ 4,505 $ - See accompanying notes to consolidated interim financial statements. 8 COHOES BANCORP, INC. NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS 1. Basis of Presentation Cohoes Bancorp, Inc. ("Company") was incorporated under Delaware law in September 1998 as a savings and loan holding company to purchase 100% of the common stock of the Cohoes Savings Bank ("Bank"). On December 31, 1998, Cohoes Bancorp, Inc. completed its initial public offering of 9,257,500 shares of common stock in connection with the conversion of the Bank from a mutual form institution to a stock savings bank (the "Conversion"). Concurrently with the Conversion, Cohoes Bancorp, Inc. acquired all of the Bank's common stock. The consolidated financial statements included herein reflect all normal recurring adjustments which are, in the opinion of management, necessary to present a fair statement of the results for the interim periods presented. The results of operations for the three and nine months ended March 31, 2000 are not necessarily indicative of the results of operations that may be expected for the entire year ending June 30, 2000. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. These consolidated financial statements should be read in conjunction with the Company's 1999 Annual Report on Form 10-K. 2. Earnings Per Share On December 31, 1998, Cohoes Bancorp, Inc. completed its initial stock offering of 9,257,500 shares of common stock. Concurrent with the offering, approximately 8% of the shares issued (762,818) were purchased by the Cohoes Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") using the proceeds of a loan from the Company to the ESOP. As of March 31, 2000, 84,832 shares have been released or committed to be released from the ESOP trust for allocation to ESOP participants. Consequently, the remaining 677,986 shares have not yet been released and under AICPA Statement of Position 93-6, these shares will not be considered outstanding for purposes of calculating per share amounts. Earnings per share are not presented for periods prior to the initial public offering as the Bank was a mutual savings bank, and had no stock outstanding. The following is a reconciliation of the numerator and denominator for the basic and diluted earnings per share (EPS) calculations for the nine and three months ended March 31, 2000 and 1999. For the nine months ended March 31: 2000 1999 (since conversion) Weighted Weighted Average Average Net income Shares Per share Net income Shares Per share (numerator) (denominator) Amount (numerator) (denominator) Amount (In thousands, except for and per (In thousands, except for and per share amounts) share amounts) Basic EPS $4,390 8,249,339 $0.53 $1,620 8,790,918 $0.18 Dilutive effect of potential common shares related to stock based compensation plans - - - - $4,390 8,249,339 $0.53 $1,620 8,790,918 $0.18 9 For the three months ended March 31: 2000 1999 Weighted Weighted Average Average Net income Shares Per share Net income Shares Per share (numerator) (denominator) Amount (numerator) (denominator) Amount (In thousands, except for and per (In thousands, except for and per share amounts) share amounts) Basic EPS $1,655 7,861,957 $0.21 $1,620 8,790,918 $0.18 Dilutive effect of potential common shares related to stock based compensation plans - - - - $1,655 7,861,957 $0.21 $1,620 8,790,918 $0.18 3. Subsequent Event On April 25, 2000, the Company and Hudson River Bancorp, Inc. ("HRBT"), the parent holding company of Hudson River Bank and Trust, Hudson, New York, executed an Agreement and Plan of Merger whereby the Company will merge into HRBT in a merger of equals. The combined company will change its name to Cohoes-Hudson Bancorp, Inc. The agreement provides that the Company's shareholders will receive 1.185 shares of HRBT common stock for each Company common share outstanding in a tax-free exchange. HRBT will issue approximately 9.4 million shares of stock to complete the merger (assuming no exercise of outstanding stock options), which will be accounted for under the purchase method of accounting. The merger is expected to be completed before the end of calendar 2000, subject to regulatory approval and ratification by HRBT and Company shareholders. The Company filed a current report on Form 8-K on May 5, 2000 reporting the execution of the agreement. 10 4. Loan Portfolio Composition The following table sets forth the composition of the loan portfolio in dollar amounts and percentage of the portfolio at the dates indicated. March 31, 2000 June 30, 1999 Amount % of Total Amount % of Total (Dollars in thousands) Real estate loans: One-to-four family real estate $342,114 58.80% $320,721 61.12% Multi-family and commercial real estate 168,423 28.95 138,288 26.35 Total real estate loans 510,537 87.75 459,009 87.47 Consumer loans: Home equity lines of credit 19,702 3.38 20,090 3.83 Conventional second mortgages 11,344 1.95 12,724 2.42 Automobile loans 9,112 1.57 9,658 1.84 Other consumer loans 1,603 0.27 1,244 0.24 Total consumer loans 41,761 7.17 43,716 8.33 Commercial business loans 29,542 5.08 22,054 4.20 Total loans 581,840 100.00% 524,779 100.00% Less: Net deferred loan origination fees and costs 363 251 Allowance for loan losses (4,761) (4,025) Net loans receivable $577,442 $521,005 11 5. Non-Performing Assets The following table sets forth information regarding non-accrual loans, other past due loans, troubled debt restructurings and other real estate owned at the dates indicated. March 31, June 30, 2000 1999 (Dollars in thousands) Non-accrual loans: One-to-four family real estate $ 2,307 $2,674 Multi-family and commercial real estate 989 1,364 Conventional second mortgages 33 9 Consumer loans 282 212 Commercial business loans - 62 Total non-accrual loans 3,611 4,321 Loans contractually past due 90 days or more and still accruing interest: Consumer loans - - Total loans past due 90 days or more and still accruing interest - - Troubled debt restructurings 772 672 Total non-performing loans 4,383 4,993 Other real estate owned (ORE) 697 724 Total non-performing assets $ 5,080 $5,717 Allowance for loan losses $ 4,761 $4,025 Coverage of non-performing loans 108.63% 80.62% Total non-performing loans as a percentage of total loans .76% .95% Total non-performing loans as a percentage of total assets .62% .77% 12 6. Allowance for Loan Losses The following table sets forth the activity in the allowance for loan losses at the dates and for the periods indicated. At or for the nine months ended March 31, 2000 1999 (In thousands) Allowance for loan losses, beginning of period $4,025 $3,533 Charged-off loans: Real estate loans One-to-four family real estate 142 205 Multi-family and commercial real estate 36 339 Total real estate loan charge-offs 178 544 Commercial business loans charge-offs 367 - Consumer loans Home equity lines of credit - - Conventional second mortgages 6 24 Automobile loans Credit cards 2 144 Other consumer loans 17 34 Total consumer loan charge-offs 35 225 Total charged-off loans 580 769 Recoveries on loans previously charged-off: Real estate loans One-to-four family real estate 32 113 Multi-family and commercial real estate - 50 Total real estate loan recoveries 32 163 Commercial business loan recoveries - 1 Consumer loans Home equity lines of credit - 19 Conventional second mortgages - - Automobile loans 1 3 Credit cards 26 20 Other consumer loans 7 8 Total consumer loan recoveries 34 50 Total recoveries 66 214 Net loans charged-off 514 555 Provision for loan losses 1,250 785 Allowance for loan losses, end of period $4,761 $3,763 13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Cohoes Bancorp, Inc. ("Company"), headquartered in Cohoes, New York is a savings and loan holding company incorporated in September 1998 under the laws of the State of Delaware. The Company was organized at the direction of Cohoes Savings Bank ("Bank") for the purpose of acquiring all of the common stock of the Bank issued in connection with the conversion of the Bank from mutual to stock form ("Conversion"). On December 31, 1998, the Bank completed its Conversion, and the Company sold 9,257,500 shares of its common stock at a price of $10.00 per share in a subscription offering ("Offering") to certain depositors of the Bank. In connection with the Conversion and Offering, the Company established the Cohoes Savings Foundation, Inc. ("Foundation") and made a charitable contribution of 277,725 shares of the Company's common stock to the Foundation, which resulted in a one-time charge relating to the funding of the Foundation of $2.8 million ($1.7 million net of tax). The net proceeds from the Offering amounted to $90.4 million, and the Company contributed 50% of the net proceeds from the Offering to the Bank in exchange for all of the issued and outstanding shares of common stock of the Bank. The Company had no significant assets or operations prior to December 31, 1998. Per share data is reported for the period since Conversion. Presently, the only significant assets of the Company are the capital stock of the Bank, the Company's loan to the Employee Stock Ownership Plan of the Company and the investments of the net proceeds from the Offering retained by the Company. The Company is subject to the financial reporting requirements of the Securities Exchange Act of 1934, as amended. Financial Condition For the nine month period ended March 31, 2000, total assets of the Company increased $53.9 million, or 8.3%, from $650.5 million at June 30, 1999 to $704.4 million at March 31, 2000. This increase in total assets was primarily attributable to a $56.4 million, or 10.8%, increase in net loans receivable which increased from $521.0 million at June 30, 1999 to $577.4 million at March 31, 2000. This increase resulted from continued growth in the loan portfolio, particularly mortgage loans and commercial business loans. Deposits increased $45.4 million, or 10.2%, from $446.1 million at June 30, 1999 to $491.5 million at March 31, 2000. This increase was primarily attributable to a $37.2 million increase in time deposits due to a highly successful time deposit promotion in which the Company increased its advertising for new deposits while maintaining competitive rates. Demand balances also increased $7.0 million to $72.9 million at March 31, 2000 primarily due to the successful selling efforts of our branch and Officer staff to gain demand accounts from both consumer and commercial customers. Borrowings, comprised primarily of Federal Home Loan Bank advances, increased $30.6 million, or 62.4%, from $49.0 million at June 30, 1999 to $79.7 million at March 31, 2000. This increase was primarily the result of additional Federal Home Loan Bank advances used to fund loan growth and repurchase shares. Total stockholders' equity decreased $18.3 million, or 13.1%, from $139.4 million at June 30, 1999 to $121.1 million at March 31, 2000. The decrease was primarily attributable to the repurchase of shares in the amount of $21.1 million for treasury and to fund the RRP Plan partially offset by net income retained after dividends paid. The book value per share at March 31, 2000 was $15.12. 14 Average Balance Sheets. The following tables set forth certain information relating to the Company for the three and nine months ended March 31, 2000 and 1999. The yields and costs were derived by dividing interest income or expense by the average balance of assets or liabilities, respectively, for the periods shown. The yields include deferred fees and discounts which are considered yield adjustments. Three Months Ended March 31, 2000 1999 Average Interest Average Interest Outstanding Earned/ Yield/ Outstanding Earned/ Yield/ Balance Paid Rate Balance Paid Rate (Dollars in thousands) Interest-earning assets Loans receivable $575,851 $11,002 7.68% $478,600 $ 9,278 7.86% Securities available for sale 36,865 560 6.11 34,516 501 5.89 Investments securities 56,420 844 6.02 53,126 785 5.99 Federal funds sold 7,846 111 5.69 40,549 530 5.30 FHLB stock 4,937 83 6.76 3,603 59 6.64 Other interest-earning assets 143 2 5.63 398 4 4.08 Total interest-earning assets 682,062 12,602 7.43 610,792 11,157 7.41 Non-earning assets 23,152 23,830 Total assets $705,214 $634,622 Interest-bearing liabilities Savings accounts $131,657 900 2.75 $126,559 934 2.99 School savings accounts 16,561 177 4.30 16,477 172 4.23 Money market accounts 26,011 223 3.45 20,510 167 3.30 Demand deposits 69,012 113 0.66 67,539 87 0.52 Time deposits 238,876 3,155 5.31 206,332 2,706 5.32 Escrow accounts 5,678 25 1.77 5,022 22 1.78 Borrowings 85,022 1,227 5.80 49,362 698 5.73 Total interest-bearing 572,817 5,820 4.09 491,801 4,786 3.95 liabilities Other liabilities 6,442 5,488 Stockholders' equity 125,955 137,333 Total liabilities and stockholders' equity $705,214 $634,622 Net interest income $ 6,782 $ 6,371 Net interest rate spread 3.34% 3.46% Net earning assets $109,245 $118,991 Net yield on average interest-earning assets 4.00% 4.23% Average interest-earning assets to average interest-bearing 1.19X 1.24X liabilities 15 Nine Months Ended March 31, 2000 1999 Average Interest Average Interest Outstanding Earned/ Yield/ Outstanding Earned/ Yield/ Balance Paid Rate Balance Paid Rate (Dollars in thousands) Interest-earning assets Loans receivable $557,671 $31,931 7.62% $449,161 $26,668 7.91% Securities available for sale 37,856 1,732 6.09 37,953 1,750 6.14 Investments securities 58,245 2,558 5.85 49,471 2,223 5.99 Federal funds sold 3,840 164 5.68 26,253 980 4.97 FHLB stock 4,622 238 6.85 3,569 186 6.94 Other interest-earning assets 210 5 3.17 528 22 5.55 Total interest-earning assets 662,444 36,628 7.36 566,935 31,829 7.48 Non-earning assets 24,142 22,097 Total assets $686,586 $589,032 Interest-bearing liabilities Savings accounts $134,130 2,830 2.81 $127,768 2,863 2.98 School savings accounts 16,691 536 4.27 17,286 640 4.93 Money market accounts 25,358 666 3.50 20,129 504 3.34 Demand deposits 68,016 321 0.63 59,457 255 0.57 Time deposits 219,642 8,563 5.19 219,536 9,189 5.58 Escrow accounts 7,471 97 1.73 16,305 299 2.44 Borrowings 79,847 3,430 5.72 41,238 1,781 5.75 Total interest-bearing liabilities 551,155 16,443 3.97 501,719 15,531 4.12 Other liabilities 5,908 5,485 Stockholders' equity 129,523 81,828 Total liabilities and stockholders' equity $686,586 $589,032 Net interest income $20,185 $16,298 Net interest rate spread 3.39% 3.36% Net earning assets $111,289 $ 65,216 Net yield on average interest-earning assets 4.06% 3.83% Average interest-earning assets to average interest bearing 1.20X 1.13X liabilities 16 Rate/Volume Analysis. The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Company's interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume) and (iii) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. Three Months Ended March 31, 2000 Nine Months Ended March 31,2000 Compared to Compared to Three Months Ended March 31,1999 Nine Months Ended March 31,1999 Increase (Decrease) Increase (Decrease) Due To Total Due to Total Increase Increase Volume Rate (Decrease) Volume Rate (Decrease) (Dollars in thousands) Interest and dividend income from: Loans receivable $1,932 $(208) $1,724 $6,265 $(1,002) $5,263 Securities available for sale 38 21 59 (4) (14) (18) Investment securities 55 4 59 388 (53) 335 Federal funds sold (456) 37 (419) (939) 123 (816) FHLB stock 23 1 24 54 (2) 52 Other interest-earning assets (3) 1 (2) (10) (7) (17) Total interest and dividend income 1,589 (144) 1,445 5,754 (955) 4,799 Interest expense for: Savings accounts 39 (73) (34) 140 (173) (33) School savings accounts 1 4 5 (21) (83) (104) Money market accounts 48 8 56 137 25 162 Demand accounts 2 24 26 39 27 66 Time deposit accounts 452 (3) 449 4 (630) (626) Escrow accounts 3 - 3 (131) (71) (202) Other borrowings 520 9 529 1,660 (11) 1,649 Total interest expense 1,065 (31) 1,034 1,828 (916) 912 Net interest income $ 524 $(113) $ 411 $3,926 $ (39) $3,887 17 Comparison of Operating Results for the Three Months Ended March 31, 2000 and 1999 For the three months ended March 31, 2000 the Company recognized net income of $1.7 million, as compared to net income of $1.6 million for the three months ended March 31, 1999. Net interest income increased $411,000 for the three months ended March 31, 2000 as compared to the same period last year. Noninterest income of $912,000 was recognized for the quarter ending March 31, 2000 compared to $701,000 for the same period last year, an increase of $211,000. These increases in net income were partially offset by an increase in noninterest expense of $810,000 for the three months ended March 31, 2000 as compared to the same period last year. Net Interest Income. Net interest income for the three months ended March 31, 2000 was $6.8 million, up $411,000 from the same period last year. The increase was primarily the result of an increase of $71.3 million in the balance of average earning assets from $610.8 million for the three months ended March 31, 1999 to $682.1 million for the same period this year. The balance of interest-bearing liabilities also increased during the same period, up $81.0 million. The net impact of these volume increases was an increase in net interest income of $524,000. The volume increases were offset by a $113,000 decrease in net interest income due to rate. The yield on average earning assets increased slightly from 7.41% to 7.43% and the rate paid on average interest-bearing liabilities increased from 3.95% to 4.09%. This resulted in a decrease in net interest rate spread of 12 basis points from 3.46% for the three months ended March 31, 1999 to 3.34% for the three months ended March 31, 2000. The Company's net interest margin for the three months ended March 31, 2000 was 4.00%, down 23 basis points from 4.23% for the same period last year. The net interest margin decreased primarily as a result of the Company's share repurchases reducing the amount of capital as a no-cost funding source. Interest Income. Interest income for the three months ended March 31, 2000 was $12.6 million, up from $11.2 million for the comparable period in 1999. The largest component of interest income is interest on loans. Interest on loans increased from $9.3 million for the three months ended March 31, 1999 to $11.0 million for the three months ended March 31, 2000. This increase of $1.7 million is the result of an increase in the average balance of loans offset by a decrease in the average yield earned. The average balance of loans increased $97.3 million to $575.9 million which accounted for an increase in income due to volume of $1.9 million. The yield on loans, however, decreased 18 basis points from 7.86% to 7.68% due to declines in market interest rate conditions which accounted for a decrease in interest income due to rate of $208,000. Interest Expense. Interest expense increased for the quarter ended March 31, 2000 compared to the quarter ended March 31, 1999 by $1.0 million. The majority of the Company's interest expense is from the Company's interest-bearing deposits. The largest category of interest-bearing deposits is time deposits. Interest on time deposits for the quarter ended March 31, 2000 was $3.2 million, up $449,000 from $2.7 million for the quarter ended March 31, 1999. This increase is the result of an increase in the average balance of time deposits, from $206.3 million for the quarter ended March 31, 1999 to $238.9 million for the quarter ended March 31, 2000, while the rates paid on these deposits remained relatively constant for the period. The average balance of time deposits increased due to the Company's advertising campaign to raise time deposit money during the last two quarters. Interest on savings accounts decreased $34,000 for the quarter ended March 31, 2000 as compared to the same period last year. This decrease was due largely to a reduction in rate paid on savings accounts. The Company implemented a 25 basis point decrease in the rates paid on savings accounts in September 1999 due to competitors interest rates paid on comparable savings products. The decrease was partially offset by an increase in average balance of $5.1 million from $126.6 million for the quarter ended March 31, 1999 to $131.7 million for the quarter ended March 31, 2000. Interest on money market accounts increased $56,000, from $167,000 for the quarter ended March 31, 1999 to $223,000 for the quarter ended March 31, 2000. The increase is attributed to an increase in the average balance of money market accounts of $5.5 million as well as an increase of 15 basis points in the rates paid on these money market accounts, from 3.30% to 3.45%. Interest on borrowings for the quarter ended March 31, 2000 was $1.2 million, up $529,000 from the same period last year. This increase is almost entirely attributable to an increase of $35.7 million in the average balance of borrowings. The Company borrowed additional funds during 1999 to support asset growth, particularly in the loan portfolio, as part of the process of leveraging the additional capital raised in the Offering. 18 Provision for Loan Losses. The provision for loan losses decreased from $425,000 for the quarter ended March 31, 1999 to $300,000 for the quarter ended March 31, 2000. The decrease in the provision is attributed to the reduction in the level of net charge-offs from $357,000 for the quarter ended March 31, 1999 to $12,000 for the quarter ended March 31, 2000. The Company has also seen a reduction in non-performing loans from $5.0 million as of March 31, 1999 to $4.4 million as of March 31, 2000. These two factors were partially offset by the increase in average outstanding loans balance from $478.6 million for the quarter ended March 31, 1999 to $575.9 million for the quarter ended March 31, 2000. Noninterest Income. Noninterest income for the quarter ended March 31, 2000 was $912,000, up from $701,000 for the quarter ended March 31, 1999, an increase of $211,000. The largest portion of this increase was from recoveries on ORE properties of $144,000 for the quarter ended March 31, 2000. Service charges on deposits increased $40,000 to $227,000 for the quarter ending March 31, 2000. This increase was due primarily to the increase in deposit accounts from March 31, 1999 to March 31, 2000. Loan servicing revenue declined $17,000 from $88,000 for the quarter ended March 31, 1999 to $71,000 for the quarter ended March 31, 2000. The decline relates to a reduction in the balance of loans serviced for others. Other noninterest income increased by $44,000 from the March 31, 1999 quarter to the March 31, 2000 quarter. Revenues increased in CSB Services Agency, Inc., a wholly owned insurance subsidiary, by $98,000 for the quarter ended March 31, 2000 as compared to the quarter ended March 31, 1999. This increase was primarily due to the purchasing of two insurance agencies in late December 1999. Revenue also increased in CSB Financial Services, Inc., a wholly owned brokerage subsidiary, by $21,000 for the quarter ended March 31, 2000 as compared to the quarter ended March 31, 1999. This increase is attributed to the increase in branch referrals to this subsidiary along with offering free financial planning seminars to the public. These increases were offset by reductions in merchant credit card fee income of $33,000 and a $40,000 reduction in assignment and satisfaction fees on mortgage products. Noninterest Expense. Noninterest expense increased $810,000 million to $4.8 million for the quarter ended March 31, 2000, up from $4.0 million for the comparable period in 1999. Compensation and benefits accounted for the majority of this increase, increasing $794,000, of which $205,000 was due to the recognition and retention plan approved on July 2, 1999. CSB Services Agency, Inc. saw an increase of $101,000 in compensation and benefits due primarily to the purchases of the new insurance agencies. CSB Financial Services, Inc. also increased compensation cost by $34,000 largely due to the increased commission expense resulting from increased sales volume. Branch incentive payments increased $90,000 for the quarter ended March 31, 2000 compared to March 31, 1999. The remaining increase of $364,000 was primarily attributable to annual and merit increases for employees, the additional staff cost of four new branches, and increased benefit costs. The increase in occupancy expense of $34,000 from the quarter ended March 31, 2000 compared to the quarter ended March 31, 1999 is primarily attributable to the opening of four new branch locations during the calendar year of 1999. Other noninterest expense decreased $49,000 for the quarter ended March 31, 2000 compared to the March 31, 1999 quarter as a result of postage expense declining $16,000, other professional fees declining $58,000, credit report expense declining $14,000 and correspondent service charges declining $25,000. These reductions were partially offset by an increase of $89,000 in CSB Services Agency, Inc. costs due to the purchase of two insurance agencies and the goodwill amortization associated with those purchases. Income Tax Expense. Income tax expense declined slightly from $1.0 million for the quarter ended March 31, 1999 to $945,000 for the quarter ended March 31, 2000. The decrease is primarily the result of a reduction in income before income tax expense and the establishment of a Real Estate Investment Trust (REIT) in April 1999. Comparison of Operating Results for the Nine Months Ended March 31, 2000 and 1999 For the nine months ended March 31, 2000 the Company realized net income of $4.4 million, as compared to $765,000 for the nine months ended March 31, 1999. Noninterest expense decreased $2.9 million and net interest income increased $3.9 million for the nine months ended March 31, 2000 as compared to the same period last year. These increases in net income were partially offset by a reduction in noninterest income of $700,000 and an increase in income tax expense of $2.0 million for the nine months ended March 31, 2000 as compared to the nine months ended March 31, 1999. Net Interest Income. Net interest income for the nine months ended March 31, 2000 was $20.2 million, up $3.9 million from the same period last year. The increase was primarily the result of the increase of $95.5 million in the balance of average earning assets from $566.9 million for the nine months ended March 31, 1999 to $662.4 million for the same period this year. Interest-bearing liabilities also increased during the same period, up $49.4 19 million. The net impact of these volume increases resulted in an increase in net interest income of $3.9 million. The volume increases were offset by a reduction of $39,000 in net interest income due to rate. The Company's net interest margin for the nine months ended March 31, 2000 was 4.06%, up 23 basis points from 3.83% for the same period last year. The yield on average earning assets decreased from 7.48% to 7.36%, while the rate paid on average interest-bearing liabilities decreased from 4.12% to 3.97%. This resulted in an increase in the spread of 3 basis points from 3.36% for the nine month period ending March 31, 1999 compared to 3.39% for the same period in 2000. Interest Income. Interest income for the nine months ended March 31, 2000 was $36.6 million, up from $31.8 million for the comparable period in 1999. The largest component of interest income is interest on loans. Interest on loans increased from $26.7 million for the nine months ended March 31, 1999 to $31.9 million for the nine months ended March 31, 2000. This increase of $5.3 million is the result of an increase in the average balance of loans offset by a decrease in the average yield earned. The average balance of loans increased $108.5 million to $557.7 million, while the yield on loans decreased 29 basis points from 7.91% to 7.62%. The increase in interest on loans was supplemented by an increase in interest on investment securities. Interest income on this category of earning assets increased $335,000. The average balance of investment securities increased $8.8 million during the nine months ended March 31, 2000 to $58.2 million, resulting in a $388,000 increase in interest income due to volume. The average balance of federal funds decreased from $26.3 million in the nine months ended March 31, 1999 to $3.8 million in the nine months ended March 31, 2000. The decrease in the volume of federal funds resulted in a $939,000 decrease in interest income in the nine months ended March 31, 2000 as compared to the nine months ended March 31, 1999. Interest Expense. Interest expense increased during the nine month period ended March 31, 2000 to $16.4 million, up from $15.5 million for the comparable period in 1999. The majority of the Company's interest expense is from interest-bearing deposits. The largest category of interest-bearing deposits is time deposits. Interest on time deposits for the nine months ended March 31, 2000 was $8.6 million, down $626,000 from the $9.2 million for the nine months ended March 31, 1999. This decrease is the result of a decrease of 39 basis points in the rates paid on these deposits from 5.58% for the nine months ended March 31, 1999 to 5.19% for the same period in 2000. Interest on school savings accounts decreased $104,000, from $640,000 for the nine months ended March 31, 1999 to $536,000 for the nine months ended March 31, 2000, substantially all of which was the result of a decrease in the rate paid on school savings accounts of 66 basis points. Interest on money market accounts increased $162,000, from $504,000 for the nine months ended March 31, 1999 to $666,000 for the nine months ended March 31, 2000. The increase is attributed to an increase in the average balance of money market accounts of $5.2 million as well as an increase of 16 basis points in the rates paid on these money market accounts, from 3.34% to 3.50%. Interest on borrowings for the nine months ended March 31, 2000 was $3.4 million, due to a $38.6 million increase in the average balance of borrowings. Interest on escrow accounts decreased $202,000, from $299,000 for the nine months ended March 31, 1999 to $97,000 for the nine months ended March 31, 2000. The decrease is attributed to a decrease in the average balance of escrow accounts of $8.8 million as well as a decrease of 71 basis points in the rates paid on these escrow accounts, from 2.44% to 1.73%. The average balance of escrow accounts decreased because stock subscriptions received during the quarter ended December 31,1998, were classified as escrow accounts until the Conversion was consummated and the funds were either used to purchase the Company's common stock or returned to the subscriber in the case of an over subscription. The remaining escrow accounts are primarily mortgage escrow deposits which have lower rates than the rates paid on the stock subscriptions, hence the decline in the average rate paid on escrow accounts. Provision for Loan Losses. The provision for loan losses increased from $785,000 for the nine months ended March 31, 1999 to $1,250,000 for the nine months ended March 31, 2000. Although the net loans charged off remained constant for the nine month period ending March 31, 2000 compared to March 31, 1999, the increase in the provision is attributed to the increase in outstanding loan balance from $493.3 million on March 31, 1999 to $582.2 million on March 31, 2000. Noninterest Income. Noninterest income for the nine month period ended March 31, 2000 was $1.5 million, down from $2.2 million for the nine month period ended March 31, 1999. This reduction is almost entirely due to the $950,000 charge off of the Bank's investment in The Commons, LLC taken in December 1999. This reduction was partially offset by recoveries on ORE properties of $284,000 for the nine month period ending March 31, 2000 as compared to the same period in 1999. Service charges on deposits increased slightly to $660,000 for the nine months ended March 31, 2000, from $590,000 for the nine months ended March 31, 1999. This increase is primarily attributable to the increase in deposit accounts from March 31, 1999 to March 31, 2000. Loan servicing revenue declined $73,000 from $296,000 for the nine months ended March 31, 1999 to $223,000 for the nine months ended March 31, 20 2000. The decline relates to a reduction in the balance of loans serviced for others. Other noninterest income has increased $253,000 from $1.3 million for the nine months ended March 31, 1999 to $1.5 for the nine months ended March 31, 2000. Revenues increased in CSB Services Agency, Inc., a wholly owned insurance subsidiary, by $115,000 from the nine months ended March 31, 1999 to the nine months ended March 31, 2000. This increase was primarily due to the purchase of two insurance agencies in late December 1999. Revenue also increased in CSB Financial Services, Inc., a wholly owned brokerage subsidiary, by $49,000 for the quarter ended March 31, 2000 as compared to the quarter ended March 31, 1999. These increases were partially offset by a decline in mortgage assignment fees of $56,000 due to an increase in mortgage rates and a decline in fees collected on credit card programs of $80,000 as a result of the sale of the credit card portfolio in February 1999. Noninterest Expense. Noninterest expense decreased $2.9 million to $13.5 million for the nine months ended March 31, 2000, down from $16.4 million for the comparable period in 1999. The termination fee paid to SFS Bancorp, Inc. of $2.0 million and the contribution of $2.8 million to the Cohoes Savings Foundation, Inc. account for the largest portion of the decrease in noninterest expense for the nine month period ending March 31, 2000 compared to the same period last year. This reduction was partially offset by an increase in compensation and benefits of $1.8 million, of which $624,000 was due to the recognition and retention plan approved on July 2, 1999, and an increase of $81,000 in the contribution to the Company's Employee Stock Ownership Plan. Branch incentive payments increased $114,000 for the nine months ended March 31, 2000 compared to the same period in 1999. The remaining increase in compensation and benefits of $1.0 million is primarily attributable to annual and merit increases for employees, the additional staff cost of four new branches, and increases in benefit costs. The increase in occupancy expense of $136,000 for the nine months ended March 31, 2000 compared to the same period last year is primarily attributable to the opening of four new branch locations during the calendar year of 1999. Income Tax Expense. Income tax expense increased $2.0 million from $519,000 for the nine months ended March 31, 1999 to $2.5 million for the comparable period in 2000. The increase is primarily the result of increased income before income tax expense partially offset by the establishment of a Real Estate Investment Trust (REIT) in April 1999. LIQUIDITY AND CAPITAL RESOURCES Liquidity Liquidity is defined as the ability to generate sufficient cash flow to meet all present and future funding commitments, depositor withdrawals and operating expenses. Management monitors the Company's liquidity position on a daily basis and evaluates its ability to meet depositor withdrawals or make new loans or investments. The Company's liquid assets include cash and cash equivalents, investment securities that mature within one year, and its portfolio of securities available for sale. The Company's cash inflows result primarily from loan repayments, maturities, calls and pay downs of securities, new deposits, and to a lesser extent, drawing upon the Bank's credit lines with the Federal Home Loan Bank of New York. The Company's cash outflows are substantially new loan originations, securities purchases, purchases of treasury shares and deposit withdrawals. The timing of cash inflows and outflows are closely monitored by management although changes in interest rates, economic conditions, and competitive forces strongly impact the predictability of these cash flows. The Company attempts to provide stable and flexible sources of funding through the management of its liabilities, including core deposit products offered through its branch network as well as with limited use of borrowings. Management believes that the level of the Company's liquid assets combined with daily monitoring of inflows and outflows provide adequate liquidity to fund outstanding loan commitments, meet daily withdrawal requirements of our depositors, and meet all other daily obligations of the Company. During the nine months ended March 31, 2000, the Company's primary demand for funds was to make loans and repurchase outstanding shares. Net loans increased by $56.4 million while the repurchase of shares required $21.1 million. These activities were funded principally with a net increase in borrowings of $30.6 million and net increase in deposits of $45.4 million. 21 Capital Consistent with its goals to operate a sound and profitable financial organization, the Bank actively seeks to remain a "well capitalized" institution in accordance with regulatory standards. The Bank's total equity was $96.6 million at March 31, 2000, or 13.8% of total assets on that date. As of March 31, 2000, the Bank exceeded all of the capital requirements of the FDIC. The Bank's regulatory capital ratios at March 31, 2000 were as follows: Tier I (leverage) capital, 14.5%; Tier I risk-based capital, 21.0%; and Total risk-based capital, 22.0%. The regulatory capital minimum requirements to be considered well capitalized are 5.0%, 6.0%, and 10.0%, respectively. The Company's total equity at March 31, 2000 was $121.1 million, down $18.3 million from June 30, 1999. This reduction in equity is reflective of management's objective to leverage its capital through asset growth, a dividend policy and a share repurchase program. The Company completed a 5% repurchase program during September 1999, a 10% share repurchase program during March 2000 and has purchased certain shares in an additional 5% repurchase program. 22 Item 3. Quantitative and Qualitative Disclosures about Market Risk Management believes there has been no material change in interest rate risk since June 30, 1999. For additional information, see Management's Discussion and Analysis of Financial Condition and Results of Operations included herein in Item 2 and refer to the Market Risk and Asset/Liability Management discussion included in Cohoes Bancorp, Inc.'s Annual Report for the fiscal year ended June 30, 1999. PART II - OTHER INFORMATION Item 1. Legal Proceedings The Company and the Bank are from time to time parties to routine legal actions arising in the normal course of business. Management believes that there is no proceeding threatened or pending against the Company or the Bank which, if determined adversely, would materially adversely affect the consolidated financial position or operations of the Company. Item 2. Changes in Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information On April 25, 2000, the Company announced the execution of an Agreement and Plan of Merger with Hudson River Bancorp, Inc. Reference is made to Note 3 of Notes to Consolidated Interim Financial Statements contained herein. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27. Financial Data Schedules (submitted only with filing in electronic format) (b) Reports on Form 8-K On May 5, 2000, the Company filed a Form 8-K to include as exhibits the press release announcing the merger with HRBT, the definitive Agreement and Plan of Merger, and the stock options granted by the Company and HRBT in connection with the merger agreement. The Form 8-K was filed pursuant to "Item 5, Other Events" and was not required to include any financial statements. 23 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Cohoes Bancorp, Inc. (Registrant) Date: May 11, 2000 By: /s/ Harry L. Robinson --------------------- Harry L. Robinson President and Chief Executive Officer Date: May 11, 2000 By: /s/ Richard A. Ahl ------------------ Richard A. Ahl Executive Vice President, Chief Financial Officer and Secretary 24