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 December 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: 000-25027
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 February 2, 2000, there were 7,839,135 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
December 31, 2000 and June 30, 2000 3
Consolidated Statements of Income for the three and six
months ended December 31, 2000 and 1999 4-5
Consolidated Statements of Changes in Stockholders'
Equity for the six months ended December 31, 2000 and 1999 6-7
Consolidated Statements of Cash Flows for the six
months ended December 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 14-21
Item 3. Quantitative and Qualitative Disclosures about Market Risk 22
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 22
Item 2. Changes in Securities and Use of Proceeds 22
Item 3. Defaults Upon Senior Securities 22
Item 4. Submission of Matters to a Vote of Security Holders 22
Item 5. Other Information 23
Item 6. Exhibits and Reports on Form 8-K 23
Signature Page 24
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COHOES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
December 31, June 30,
2000 2000
---- ----
(In thousands)
ASSETS:
Cash and cash equivalents:
Cash and due from banks $ 15,334 $ 12,531
Interest-bearing deposits with banks -- 127
---------- ----------
Total cash and cash equivalents 15,334 12,658
Securities available for sale 25,808 40,074
Investment securities, approximate fair value of $51,442 and $53,741, 51,605 55,129
Net loans receivable 624,193 600,413
Accrued interest receivable 4,533 4,355
Bank premises and equipment 7,332 7,597
Other real estate owned 1,149 561
Mortgage servicing rights 563 652
Other assets 5,130 5,575
---------- ----------
Total assets $ 735,647 $ 727,014
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
LIABILITIES:
Due to depositors $ 488,541 $ 494,875
Mortgagors' escrow deposits 7,995 9,729
Borrowings 111,278 96,201
Other liabilities 4,155 4,903
---------- ----------
Total liabilities 611,969 605,708
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 December 31, 2000 and June 30, 2000 95 95
Additional paid-in capital 93,313 92,968
Retained earnings-substantially restricted 60,694 58,652
Treasury stock, at cost (1,696,540 shares at December 31, 2000 and
1,622,970 shares at June 30, 2000) (19,431) (17,639)
Unallocated common stock held by ESOP (7,643) (7,961)
Unearned RRP shares (3,312) (4,161)
Accumulated other comprehensive loss, net (38) (648)
---------- ----------
Total stockholders' equity 123,678 121,306
========== ==========
Total liabilities and stockholders' equity $ 735,647 $ 727,014
========== ==========
See accompanying notes to consolidated interim financial statements.
3
COHOES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the three months ended December 31,
2000 1999
(In thousands, except per share amounts)
INTEREST INCOME:
Loan receivable $ 12,257 $ 10,717
Securities available for sale 405 572
Investment securities 782 849
FHLB stock 96 83
Federal funds sold -- 51
Bank deposits 2 1
---------- ----------
Total interest income 13,542 12,273
INTEREST EXPENSE:
Deposits 4,900 4,203
Escrow deposits 30 27
Borrowings 1,762 1,279
---------- ----------
Total interest expense 6,692 5,509
---------- ----------
Net interest income 6,850 6,764
Provision for loan losses 300 610
---------- ----------
Net interest income after provision for loan losses 6,550 6,154
NONINTEREST INCOME:
Service charges on deposits 249 230
Net gain on sale of securities 31 --
Loan servicing revenue 62 76
Recovery on other real estate owned 36 140
Write off of equity investment -- (950)
Commission income 325 120
Other 318 286
---------- ----------
Total noninterest income (loss) 1,021 (98)
NONINTEREST EXPENSE:
Compensation and benefits 3,004 2,542
Occupancy 840 822
Deposit insurance and assessments 30 21
Advertising 87 95
Merger expenses -- --
Other 862 919
---------- ----------
Total noninterest expense 4,823 4,399
---------- ----------
Income before income tax expense 2,748 1,657
Income tax expense 1,006 567
---------- ----------
NET INCOME $ 1,742 $ 1,090
========== ==========
Earnings per share
Basic $ .24 $ .13
========== ==========
Diluted $ .23 $ .13
========== ==========
See accompanying notes to consolidated interim financial statements.
4
COHOES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the six months ended December 31,
2000 1999
(In thousands, except per share amounts)
INTEREST INCOME:
Loan receivable $ 24,200 $ 20,929
Securities available for sale 940 1,172
Investment securities 1,600 1,714
FHLB stock 182 155
Federal funds sold -- 53
Bank deposits 3 3
---------- ----------
Total interest income 26,925 24,026
INTEREST EXPENSE:
Deposits 9,792 8,348
Escrow deposits 74 72
Borrowings 3,321 2,203
---------- ----------
Total interest expense 13,187 10,623
---------- ----------
Net interest income 13,738 13,403
Provision for loan losses 600 950
---------- ----------
Net interest income after Provision for loan loss 13,138 12,453
NONINTEREST INCOME:
Service charges on deposits 500 433
Net gain on sale of securities 31 --
Loan servicing revenue 127 152
Recovery on other real estate owned 60 140
Write off of equity investment -- (950)
Commission income 676 212
Other 653 577
---------- ----------
Total noninterest income 2,047 564
NONINTEREST EXPENSE:
Compensation and benefits 5,917 5,143
Occupancy 1,726 1,586
Deposit insurance & assessments 62 38
Advertising 188 218
Merger expenses 649 --
Other 1,726 1,725
---------- ----------
Total noninterest expense 10,268 8,710
---------- ----------
Income before income tax expense 4,917 4,307
Income tax expense 1,792 1,572
---------- ----------
NET INCOME $ 3,125 $ 2,735
========== ==========
Earnings per share
Basic $ .43 $ .32
========== ==========
Diluted $ .42 $ .32
========== ==========
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 Com-
Common paid in Retained Treasury prehensive held by RRP prehensive
stock capital earnings stock loss, net ESOP shares Total income
Six Months Ended
December 31, 2000
Balance at June 30, 2000 $95 $92,968 $58,652 $(17,639) $(648) $(7,961) $(4,161) $121,306
Net income, July 1, 2000 -
December 31, 2000 -- -- 3,125 -- -- -- -- 3,125 $3,125
ESOP shares released -- 109 -- -- -- 318 -- 427
Cash dividends paid -- -- (1,083) -- -- -- -- (1,083)
Repurchase of 130,000
shares of Cohoes Bancorp,
Inc. common stock -- -- -- (2,438) -- -- -- (2,438)
Exercised stock options
57,870 shares -- 35 -- 663 -- -- -- 698
Vesting of 68,990 RRP shares -- -- -- -- -- -- 832 832
Forfeiture of 1,440 RRP
shares -- -- -- (17) -- -- 17 --
Tax benefit related to
vested RRP shares and
options exercised -- 201 -- -- -- -- -- 201
Change in unrealized loss
on securities available
for sale, net -- -- -- -- 610 -- -- 610 610
--- ------- -------- -------- ---- ------- ------- -------- ------
Balance, December 31, 2000 $95 $93,313 $ 60,694 $(19,431) $(38) $(7,643) $(3,312) $123,678 $3,735
=== ======= ======== ======== ==== ======= ======= ======== ======
6
COHOES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands)
Unallocated
Accumulated common
Additional other com- stock Unearned Com-
Common paid in Retained Treasury prehensive held by RRP prehensive
stock capital earnings stock loss, net ESOP shares Total income
Six Months Ended
December 31, 1999
Balance at June 30, 1999 $95 $93,004 $55,173 $ -- $(244) $(8,598) $ -- $139,430
Net income, July 1, 1999 -
December 31, 1999 -- -- 2,735 -- -- -- -- 2,735 $2,735
ESOP shares released -- (3) -- -- -- 318 -- 315
Cash dividends paid -- -- (1,009) -- -- -- -- (1,009)
Repurchase of 857,170
shares of Cohoes Bancorp,
Inc. common stock -- -- -- (11,083) -- -- -- (11,083)
Granting of restricted
stock under RRP -- -- -- 4,505 -- -- (4,505) --
Forfeiture of 1,800 RRP
shares -- -- -- (23) -- -- 23 --
Change in unrealized loss
on securities available
for sale, net -- -- -- -- (378) -- -- (378) (378)
--- ------- ------ -------- ----- ------- ------- -------- ------
Balance, December 31, 1999 $95 $93,001 $56,899 $ (6,601) $(622) $(8,280) $(4,482) $130,010 $2,357
=== ======= ======= ======== ===== ======= ======= ======== ======
See accompanying notes to consolidated interim financial statements.
7
COHOES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the six months ended December 31,
2000 1999
(In thousands)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,125 $ 2,735
-------- --------
Adjustments to reconcile net income to net cash provided
by operating activities-
Depreciation 736 682
Amortization of purchased and originated mortgage servicing rights 89 95
Provision for loan losses 600 950
Provision for deferred tax expense (benefit) 613 (45)
Net gain on sale of securities (31) --
Net (discount) premium amortization of securities (12) 19
Net gain on sale of mortgage loans (15) (12)
Proceeds from sale of loans held for sale 906 2,363
Loans originated for sale (891) (2,012)
ESOP compensation 427 315
Vesting of restricted stock awards 832 --
Increase in interest receivable (178) (196)
Decrease in other assets, net of deferred tax (benefit) expense 33 1,993
Decrease (increase) in other liabilities (748) 853
Net (gain) loss on sale of other real estate owned (2) 34
-------- --------
Total adjustments 2,359 5,190
-------- --------
Net cash provided by operating activities 5,484 7,925
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from securities called/matured 2,000 500
Purchase of securities (2,926) (3,338)
Proceeds from the sale of securities 15,787 634
Proceeds from principal reduction in securities 3,582 5,761
Net loans made to customers (25,225) (51,210)
Proceeds from sale of other real estate owned 259 455
Capital expenditures (471) (805)
-------- --------
Net cash used in investing activities (6,994) (48,003)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in mortgagors' escrow deposits (1,734) (2,656)
Net increase in borrowings 15,077 39,555
Net (decrease) increase in deposits (6,334) 30,082
Purchase of treasury shares (2,438) (11,083)
Stock options exercised 698 --
Cash dividends paid (1,083) (1,009)
-------- --------
Net cash provided by financing activities 4,186 54,889
-------- --------
Net increase in cash and cash equivalents 2,676 14,811
CASH AND CASH EQUIVALENTS, beginning of period 12,658 11,114
-------- --------
CASH AND CASH EQUIVALENTS, end of period $ 15,334 $ 25,925
======== ========
ADDITIONAL DISCLOSURE RELATIVE TO CASH FLOWS:
Interest paid $ 13,017 $ 10,205
Taxes paid 1,330 2,025
======== ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
Transfer of loans to other real estate owned $ 845 $ 817
======== ========
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
Tax benefit related to vested RRP and stock options $ 201 $ --
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. (the "Company") was incorporated under Delaware
law in September 1998 as a savings and loan holding company to purchase 100%
of the common stock of Cohoes Savings Bank (the "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 six months ended
December 31, 2000 are not necessarily indicative of the results of operations
that may be expected for the entire year ending June 30, 2001. 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 2000 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 December 31, 2000,
124,714 shares have been released from the ESOP trust for allocation to ESOP
participants. Consequently, the remaining 638,104 shares have not yet been
released and under AICPA Statement of Position 93-6, these shares are not
considered outstanding for purposes of calculating per share amounts. The
following is a reconciliation of the numerator and denominator for the basic
and diluted earnings per share (EPS) calculations for the three and six
months ended December 31, 2000 and 1999.
For the three months ended December 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 $1,742 7,261,306 $0.24 $1,090 8,319,729 $0.13
===== =====
Dilutive effect of potential
common shares related to stock
based compensation plans -- 212,086 -- --
------ --------- ------ ---------
$1,742 7,473,392 $0.23 $1,090 8,319,729 $0.13
====== ========= ===== ====== =============== ==========
9
For the six months ended December 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 $3,125 7,239,685 $0.43 $2,735 8,440,924 $0.32
===== =====
Dilutive effect of potential
common shares related to stock
based compensation plans -- 201,347 -- --
------ --------- ------ ---------
$3,125 7,441,032 $0.42 $2,735 8,440,924 $0.32
====== ========= ===== ====== ========= =====
10
3. Loan Portfolio Composition
The following table sets forth the composition of the loan portfolio
in dollar amounts and as a percentage of the portfolio at the dates
indicated.
December 31, 2000 June 30, 2000
---------------------- -------------------------
Amount % of Total Amount % of Total
(Dollars in thousands)
Real estate loans:
One-to-four family real estate $372,278 59.16% $353,349 58.40%
Multi-family and commercial real estate 172,213 27.37 172,596 28.53
-------- ------ -------- ------
Total real estate loans 544,491 86.53 525,945 86.93
Consumer loans:
Home equity lines of credit 18,885 3.00 19,692 3.25
Conventional second mortgages 11,527 1.83 11,853 1.96
Automobile loans 7,668 1.22 8,610 1.42
Other consumer loans 1,559 0.25 1,626 0.27
-------- ------ -------- ------
Total consumer loans 39,639 6.30 41,781 6.90
Commercial business loans 45,151 7.17 37,316 6.17
Total loans 629,281 100.00% 605,042 100.00%
====== ======
Less:
Net deferred loan origination fees and costs 466 384
Allowance for loan losses (5,554) (5,013)
-------- --------
Net loans receivable $624,193 $600,413
======== ========
11
4. 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.
December 31, June 30,
2000 2000
(Dollars in thousands)
Non-accrual loans:
One-to-four family real estate $ 1,684 $ 2,250
Multi-family and commercial real estate 1,292 861
Conventional second mortgages 2 33
Consumer loans 163 184
Commercial business loans 257 --
------- -------
Total non-accrual loans 3,398 3,328
Loans contractually past due 90 days or more and still accruing interest:
Consumer loans -- --
------- -------
Total loans 90 days or more and still accruing interest -- --
Troubled debt restructurings 653 715
------- -------
Total non-performing loans 4,051 4,043
Other real estate owned (ORE) 1,149 561
------- -------
Total non-performing assets $ 5,200 $ 4,604
======= =======
Allowance for loan losses $ 5,554 $ 5,013
======= =======
Ratio of allowance to total non-performing loans 137.10% 123.99%
======= =======
Total non-performing loans as a percentage of total loans .64% .67%
======= =======
Total non-performing loans as a percentage of total assets .55% .56%
======= =======
12
5. 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 six months
ended December 31,
2000 1999
(In thousands)
Allowance for loan losses, beginning period $5,013 $4,025
Charged-off loans:
Real estate loans
One-to-four family real estate 39 142
Multi-family and commercial real estate 7 36
------ ------
Total real estate loan charge-offs 46 178
Commercial business loans charge-offs -- 367
Consumer loans
Home equity lines of credit -- --
Conventional second mortgages 51 --
Automobile loans 12 1
Credit cards -- 2
Other consumer loans 25 6
------ ------
Total consumer loan charge-offs 88 9
------ ------
Total charged-off loans 134 554
Recoveries on loans previously charged-off:
Real estate loans
One-to-four family real estate -- 27
Multi-family and commercial real estate 57 --
------ ------
Total real estate loan recoveries 57 27
Commercial business loan recoveries -- --
Consumer loans
Home equity lines of credit -- --
Conventional second mortgages -- --
Automobile loans 7 1
Credit cards 7 20
Other consumer loans 4 4
------ ------
Total consumer loan recoveries 18 25
------ ------
Total recoveries 75 52
------ ------
Net loans charged-off 59 502
Provision for loan losses 600 950
------ ------
Allowance for loan losses, end of period $5,554 $4,473
====== ======
13
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Cohoes Bancorp, Inc. (the "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 (the "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 (the "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 (the "Offering") to certain depositors of the Bank. In
connection with the Conversion and Offering, the Company established the
Cohoes Savings Foundation, Inc. (the "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
approximately 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. 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 six month period ended December 31, 2000, total
assets of the Company increased $8.6 million, or 1.2%, from $727.0 million at
June 30, 2000 to $735.6 million at December 31, 2000. This increase in total
assets was primarily attributable to a $23.8 million, or 4.0%, increase in
net loans receivable which increased from $600.4 million at June 30, 2000 to
$624.2 million at December 31, 2000. This increase resulted from continued
growth in the loan portfolio, particularly single-family residential mortgage
loans.
Deposits decreased $6.3 million, from $494.9 million at
June 30, 2000, to $488.5 million at December 31, 2000. This decrease was
primarily attributable to a $7.0 million decrease in time deposits due
primarily to highly competitive rates offered by the Company's competition.
Borrowings, comprised primarily of Federal Home Loan Bank
("FHLB") advances, increased $15.1 million, or 15.7%, from $96.2 million at
June 30, 2000 to $111.3 million at December 31, 2000. This increase was
primarily the result of additional FHLB advances used to fund loan growth and
the outflow of time deposits noted above.
Total stockholders' equity increased $2.4 million, or 2.0%,
from $121.3 million at June 30, 2000 to $123.7 million at December 31, 2000.
This increase was primarily attributable to the earnings for the six months
ended December 31, 2000 of $3.1 million, the vesting of shares pursuant to
awards made under the Company's recognition and retention plan of $832,000,
the exercising of stock options of $698,000 and an increase in the Company's
available for sale portfolio market valuation, net of tax of $610,000. These
increases were partially offset by declared dividends totaling $1.1 million
and the purchase of the Company's common stock of $2.4 million pursuant to
the Company's open market repurchase program. The book value per share at
December 31, 2000 was $15.78.
14
Average Balance Sheets. The following tables set forth
certain information relating to the Company for the three and six months
ended December 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 December 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 $624,838 $12,257 7.78% $560,824 $10,717 7.58%
Securities available for sale 25,473 405 6.31 37,480 572 6.05
Investments securities 51,620 782 6.01 57,460 849 5.86
Federal funds sold -- -- -- 3,545 51 5.71
FHLB stock 5,909 96 6.45 4,868 83 6.76
Other interest-earning assets 137 2 5.79 99 1 4.01
-------- ------- -------- -------
Total interest-earning assets 707,977 13,542 7.59 664,276 12,273 7.33
------- -------
Non-earning assets 23,729 25,455
-------- --------
Total assets $731,706 $689,731
======== ========
Interest-bearing liabilities
Savings accounts $128,626 888 2.74 $134,039 928 2.75
School savings accounts 16,603 180 4.30 16,467 177 4.26
Money market accounts 21,954 188 3.40 25,342 208 3.26
Demand deposits 77,629 131 0.67 67,379 104 0.61
Time deposits 241,640 3,513 5.77 215,506 2,786 5.13
Escrow accounts 6,206 30 1.92 6,957 27 1.54
Borrowings 110,602 1,762 6.32 88,918 1,279 5.71
-------- ------- -------- -------
Total interest-bearing
liabilities 603,260 6,692 4.40 554,608 5,509 3.86
------- -------
Other liabilities 5,179 5,314
Stockholders' equity 123,267 129,809
-------- --------
Total liabilities and
stockholders' equity $731,706 $689,731
======== ========
Net interest income $6,850 $6,764
====== ======
Net interest rate spread 3.19% 3.39%
==== ====
Net earning assets $104,717 $109,668
======== ========
Net yield on average
interest-earning assets 3.84% 4.04%
==== ====
Average interest-earning assets to
average interest-bearing 1.17 X 1.20 X
liabilities
15
Six Months Ended December 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 $618,455 $24,200 7.76% $550,289 $20,929 7.54%
Securities available for sale 30,120 940 6.19 38,346 1,172 6.06
Investments securities 52,973 1,600 5.99 57,564 1,714 5.91
Federal funds sold -- -- -- 1,858 53 5.66
FHLB stock 5,566 182 6.49 4,466 155 6.88
Other interest-earning assets 132 3 4.51 243 3 2.45
-------- ------- -------- -------
Total interest-earning assets 707,246 26,925 7.55 652,766 24,026 7.30
------- -------
Non-earning assets 23,705 24,608
-------- --------
Total assets $730,951 $677,374
======== ========
Interest-bearing liabilities
Savings accounts $129,911 1,792 2.74 $135,353 1,931 2.83
School savings accounts 16,934 363 4.25 16,756 359 4.25
Money market accounts 21,826 372 3.38 25,035 442 3.50
Demand deposits 76,787 257 0.66 67,521 207 0.61
Time deposits 244,033 7,008 5.70 210,129 5,409 5.11
Escrow accounts 7,774 74 1.89 8,361 72 1.71
Borrowings 105,416 3,321 6.25 77,287 2,203 5.65
-------- ------- -------- -------
Total interest-bearing
liabilities 602,681 13,187 4.34 540,442 10,623 3.90
------- --------
Other liabilities 5,729 5,644
Stockholders' equity 122,541 131,288
-------- --------
Total liabilities and
stockholders' equity $730,951 $677,374
======== ========
Net interest income $13,738 $13,403
======= =======
Net interest rate spread 3.21% 3.40%
==== ====
Net earning assets $104,565 $112,324
======== ========
Net yield on average
interest-earning assets 3.85% 4.07%
==== ====
Average interest-earning assets to
average interest-bearing
liabilities 1.17 X 1.21 X
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 Six Months Ended
December 31, 2000 December 31, 2000
Compared to Compared to
Three Months Ended Six Months Ended
December 31,1999 December 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 $1,250 $ 290 $1,540 $2,653 $ 618 $3,271
Securities available for sale (316) 149 (167) (301) 69 (232)
Investment securities (190) 123 (67) (179) 65 (114)
Federal funds sold (51) -- (51) (53) -- (53)
FHLB stock 36 (23) 13 51 (24) 27
Other interest-earning assets -- 1 1 (4) 4 --
------ ----- ------ ------ ----- ------
Total interest and dividend income 729 (540) 1,269 2,167 732 2,899
------ ----- ------ ------ ----- ------
Interest expense for:
Savings accounts (37) (3) (40) (76) (63) (139)
School savings accounts 1 2 3 4 -- 4
Money market accounts (69) 49 (20) (55) (15) (70)
Demand accounts 17 10 27 30 20 50
Time deposit accounts 359 368 727 932 667 1,599
Escrow accounts (15) 18 3 (11) 13 2
Other borrowings 335 148 483 867 251 1,118
------ ----- ------ ------ ----- ------
Total interest expense 591 592 1,183 1,691 873 2,564
------ ----- ------ ------ ----- ------
Net interest income $ 138 $ (52) $ 86 $ 476 $(141) $ 335
====== ===== ====== ====== ===== ======
17
Comparison of Operating Results for the Three Months Ended
December 31, 2000 and 1999
For the three months ended December 31, 2000 the Company recognized
net income of $1.7 million, as compared to net income of $1.1 million for the
three months ended December 31, 1999. Net interest income increased $86,000
for the three months ended December 31, 2000 as compared to the same period
last year. Noninterest income increased by $1.1 million from a loss of
$98,000 for the quarter ended December 31, 1999 to $1.0 million for the same
period this year. These increases in net interest income and noninterest
income were partially offset by increases in noninterest expense and income
tax expense. Noninterest expense increased $424,000 to $4.8 million for the
quarter ending December 31, 2000. Income tax expense was $1.0 million for the
three months ended December 31, 2000, up $439,000 for the comparable period
in 1999.
Net Interest Income. Net interest income for the three months ended
December 31, 2000 was $6.9 million, up $86,000 from the same period last
year. The increase was primarily the result of a $65.0 million increase in
the balance of average earning assets from $664.3 million for the three
months ended December 31, 1999 to $708.0 million for the same period this
year. The average balance of interest-bearing liabilities also increased
between the two periods, increasing $48.7 million to $603.3 million for the
three months ended December 31, 2000. The yield on average earning assets
increased from 7.33% to 7.59% while the rate paid on average interest-bearing
liabilities also increased from 3.86% to 4.40%. This resulted in a decrease
in net interest rate spread of 20 basis points from 3.39% for the three
months ended December 31, 1999 to 3.19% for the three months ended December
31, 2000. The Company's net interest margin for the three months ended
December 31, 2000 was 3.84%, down 20 basis points from 4.04% for the same
period last year. The decline in the net interest margin reflected in part
the effects of the implementation of the Company's stock repurchase program
which reduced the amount of capital as a no-cost funding source.
Interest Income. Interest income for the three months ended December
31, 2000 was $13.5 million, up from $12.3 million for the comparable period
in 1999. The largest component of interest income is interest on loans.
Interest on loans increased from $10.7 million for the three months ended
December 31, 1999 to $12.3 million for the three months ended December 31,
2000. This increase of $1.5 million was the result of an increase in the
average balance of loans and an increase in the average yield earned. The
average balance of loans increased $64.0 million to $624.8 million, which
accounted for an increase in income due to volume of $1.3 million. The yield
on loans increased 20 basis points from 7.58% to 7.78% due to an increase in
general market rates of interest, which accounted for an increase in interest
income due to rate of $290,000. The increase for loans was partially offset
by a decrease in interest income from securities available for sale of
$167,000 and investment securities of $67,000. These decreases were primarily
due to maturing securities of $2.0 million, principal payments of $3.6
million and the sale of securities of $15.7 million during the quarter ending
December 31, 2000.
Interest Expense. Interest expense increased for the quarter ended
December 31, 2000 compared to the quarter ended December 31, 1999 by $1.2
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 December
31, 2000 was $3.5 million, up $727,000 from $2.8 million for the quarter
ended December 31, 1999. This increase was the result of an increase in the
average balance of time deposits, from $215.5 million for the quarter ended
December 31, 1999 to $241.6 million for the quarter ended December 31, 2000.
The rates paid on these deposits increased 64 basis points from 5.13% for the
quarter ended December 31, 1999 to 5.77% for the comparable quarter in 2000.
The net impact of this rate increase on time deposits increased interest
expense by $368,000 for the quarter ended December 31, 2000 as compared to
the same quarter last year. The average balance of time deposits increased
due to the Company's advertising campaign to raise time deposit money during
the year and the rate paid increased due to market interest rate conditions.
Interest on savings accounts decreased $40,000 for the quarter ended
December 31, 2000 as compared to the same period last year. This decrease was
due largely to a decrease in the average balance in savings accounts from
$134.0 million for the quarter ended December 31, 1999 to $128.6 million for
the quarter ended December 31, 2000. Although the Company experienced an
increase of 749 in the number of savings accounts, savings account customers
transferred larger balances to time deposits to take advantage of the higher
interest rate environment.
Interest on borrowings for the quarter ended December 31, 2000 was
$1.8 million, up $483,000 from the same period last year. This increase is
attributable to an increase of $21.7 million in the average balance of
borrowings along with an increase of 61 basis points in the rate paid on
borrowings. The Company borrowed additional funds during 2000 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 $610,000 for the quarter ended December 31, 1999 to $300,000 for the
comparable quarter in 2000. The decrease is primarily due to a reduction in
the level of net charge-offs from $470,000 for the quarter ending December
31,1999 to net recoveries of $43,000 for the quarter ending December 31,
2000. The Company has also seen an increase in the coverage ratio of
non-performing loans from 102.6% at December 31, 1999 as compared to 137.1%
as of December 31, 2000. These two factors were partially offset by an
increase in the balance of average outstanding loans from $560.8 million for
the quarter ended December 31, 1999 to $624.8 million for the quarter ended
December 31, 2000.
Noninterest Income. Noninterest income for the quarter ended
December 31, 2000 was $1.0 million, as compared to a loss of $98,000 for the
quarter ended December 31, 1999. This increase is almost entirely due to the
charge off of the Bank's investment in the Commons, LLC. The Commons, LLC was
an equity investment in an economic development area of Albany that due to
its uncertain financial condition was charged off in December 1999. Another
portion of this increase is due to the growth in commission revenue from CSB
Service Agency, Inc., a wholly owned insurance subsidiary, and CSB Financial
Services, Inc., a wholly owned brokerage subsidiary. CSB Services Agency,
Inc. revenues increased $181,000 for the quarter ended December 31, 2000 as
compared to the same period last year. This increase was primarily due to the
purchasing of two insurance agencies in late December 1999. CSB Financial
Services, Inc. increased commission revenue from $90,000 for the quarter
ending December 31, 1999 to $114,000 for the same period this year. This
increase is attributable to the growth in branch referrals generating new
business for this subsidiary.
Noninterest Expense. Noninterest expense increased $424,000 to $4.8
million for the quarter ended December 31, 2000, up from $4.4 million for the
comparable period in 1999. Compensation and benefits increased $462,000 of
which $130,000 is due to CSB Services Agency, Inc.'s acquisition of two new
insurance agencies. CSB Financial Services, Inc. also increased compensation
cost by $20,000 largely due to the increased commission expense resulting
from increased sales volume. Director fees also increased $63,000 for the
period ending December 31, 2000 as compared to the same period last year.
This increase is entirely attributed to the additional board meetings called
to review the strategic alternatives of the Company, as the fees paid per
meeting have not been increased. The Company also recognized an increase in
ESOP expense of $79,000 for the quarter ended December 31, 2000 as compared
to December 31, 1999 due to an increase in the average price of the Company's
stock. Benefit restoration plan expense increased $65,000 for the quarter
ending December 31, 2000 as compared to the same period in 1999 due to the
increase in stock price combined with additional allocations required by the
plan. Other noninterest expense decreased $43,000 as a result of a decrease
in ORE related expenses.
Income Tax Expense. Income tax expense increased from $567,000 for
the quarter ended December 31, 1999 to $1.0 million for the quarter ended
December 31, 2000. The increase is primarily the result of an increase in
income before income tax expense.
Comparison of Operating Results for the Six Months Ended
December 31, 2000 and 1999
For the six months ended December 31, 2000 the Company realized net
income of $3.1 million, as compared to $2.7 million for the six months ended
December 31, 1999. Noninterest income increased $1.5 million and net interest
income increased $335,000 for the six months ended December 31, 2000 as
compared to the same period last year. These increases in net income were
partially offset by an increase in noninterest expense of $1.6 million and an
increase in income tax expense of $220,000 for the six months ended December
31, 2000 as compared to the six months ended December 31, 1999.
Net Interest Income. Net interest income for the six months ended
December 31, 2000 was $13.7 million, up $335,000 from the same period last
year. The increase was primarily the result of the increase of $54.5 million
in the balance of average earning assets from $652.8 million for the six
months ended December 31, 1999 to $707.2 million for the comparable period in
2000. Interest-bearing liabilities also increased during the same period, up
$62.2 million. The Company's net interest margin for the six months ended
December 31, 2000 was 3.85%, down 22 basis points from 4.07% for the same
period last year. The yield on average earning assets increased from 7.30% to
7.55%, along with the rate paid on average interest-bearing liabilities
increasing from 3.90% to 4.34%. This resulted in a decrease in the spread of
19 basis points from 3.40% for the six months period ending December 31, 1999
compared to 3.21% for the same period in 2000.
19
Interest Income. Interest income for the six months ended December
31, 2000 was $26.9 million, up from $24.0 million for the comparable period
in 1999. The largest component of interest income is interest on loans.
Interest on loans increased from $20.9 million for the six months ended
December 31, 1999 to $24.2 million for the six months ended December 31,
2000. This increase of $3.3 million was the result of both an increase in the
average balance of loans and an increase in the average yield earned. The
average balance of loans increased $68.2 million to $618.5 million while the
yield on loans increased 22 basis points from 7.54% to 7.76%. The increase in
interest on loans was partially offset by a decrease in interest on
securities available for sale and investment securities. Interest income in
these categories of earning assets decreased $346,000. The average balance of
securities available for sale and investment securities decreased $8.2
million and $4.6 million, respectfully, during the six months ended December
31, 2000. These decreases resulted in a $480,000 decrease in interest income
due to volume.
Interest Expense. Interest expense increased during the six month
period ended December 31, 2000 to $13.2 million, up from $10.6 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 six months ended
December 31, 2000 was $7.0 million, up $1.6 million from $5.4 million for the
six months ended December 31, 1999. This increase was the result of an
increase of 59 basis points in the rates paid on these deposits from 5.11%
for the six months ended December 31, 1999 to 5.70% for the same period in
2000 along with an increase in average balance from $210.1 million to $244.0
million for the six months ended December 31, 2000. These increases were
partially offset by the reduction of $139,000 on interest expense incurred on
savings accounts. This decrease was due to a reduction in the rate paid on
savings accounts as well as a $5.4 million decrease in the average balance in
savings accounts. Interest on borrowings for the six months ended December
31, 2000 was $3.3 million. This is an increase of $1.1 million over the same
period last year due to a $28.1 million increase in the average balance of
borrowings and a 60 basis point increase in rate for the six month period
ending December 31, 2000 as compared to the same period last year.
Provision for Loan Losses. The provision for loan losses decreased
from $950,000 for the six months ended December 31, 1999 to $600,000 for the
six months ended December 31, 2000. The decrease is primarily due to a
reduction in the level of net charge-offs from $502,000 for the six months
ended December 31, 1999 to $59,000 for the same period this year. This factor
was partially offset by an increase in the balance of average outstanding
loans from $550.3 million for the six months ended December 31, 1999 to
$618.5 for the six months ended December 31, 2000.
Noninterest Income. Noninterest income for the six month period
ended December 31, 2000 was $2.0 million, up from $564,000 for the six month
period ended December 31, 1999. This increase is almost entirely due to the
$950,000 charge off of the Bank's investment in The Commons, LLC taken in
December 1999. Commission revenues for CSB Services Agency, Inc., increased
by $349,000 for the six months ended December 31, 2000 as compared to the six
months ended December 31, 1999 primarily due to the purchase of two insurance
agencies in late December 1999. Commission revenue also increased in CSB
Financial Services, Inc., a wholly owned brokerage subsidiary, by $115,000
for the six months ended December 31, 2000 as compared to the same period
last year. Other noninterest income increased slightly by $76,000 from
$577,000 for the six months ended December 31, 1999 to $653,000 for the same
period this year. This increase is largely due to an increase in ATM
surcharges and fees increasing by $67,000.
Noninterest Expense. Noninterest expense increased $1.6 million to
$10.3 million for the six months ended December 31, 2000, up from $8.7
million for the comparable period in 1999. Merger related expenses of
$649,000 accounted for a portion of this increase. The Company, on April 25,
2000, entered into a definitive agreement to merge with Hudson River Bancorp,
Inc., the parent company of Hudson River Bank & Trust Company. On August 17,
2000, the shareholders of Cohoes Bancorp, Inc., did not approve the merger by
a slight margin. Compensation and benefits were up $774,000, of which
$243,000 is due to CSB Services Agency, Inc. acquiring two new insurance
agencies in December 1999. Director fees also increased by $152,000 for the
six months ending December 31, 2000 as compared to the same period last year.
This increase is entirely attributable to the additional board meetings
called to review the strategic alternatives of the Company, as the fees paid
per meeting have not been increased. The Company also recognized an increase
in ESOP expense of $111,000 and benefit restoration plan expense of $141,000
primarily due to an increase in the average price of the Company's stock. The
increase in occupancy expense of $140,000 for the six months ending December
31, 2000 compared to the six months ending December 31, 1999 is largely
attributable to the cost incurred to relocate our Rotterdam Office into the
new Price Chopper supermarket location.
20
Income Tax Expense. Income tax expense increased slightly from $1.6
million for the six months ended December 31, 1999 to $1.8 million for the
comparable period in 2000. The increase is primarily the result of increased
income before income tax expense.
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 FHLB of New York. The
Company's cash outflows are substantially related to 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 six months ended December 31, 2000, the Company's primary
demand for funds was to make loans. Net loans increased by $23.8 million.
This activity was funded principally with a net increase in borrowings of
$15.1 million and the sale of securities available for sale of $15.4 million.
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 $102.4 million at December 31, 2000, 13.9% of total assets
on that date. As of December 31, 2000, the Bank exceeded all of the capital
requirements of the FDIC. The Bank's regulatory capital ratios at December
31, 2000 were as follows: Tier I (leverage) capital, 13.8%; Tier I risk-based
capital, 20.5%; and Total risk-based capital, 21.6%. 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 December 31, 2000 was $123.7 million,
up $2.4 million from June 30, 2000. The increase was primarily attributable
to the earnings for the six months ending December 31, 2000 of $3.1 million,
the vesting of shares under the recognition and retention plan of $832,000,
the exercise of stock options of $698,000 and an increase in the Company's
available for sale portfolio market value valuation of $610,000. These
increases were partially offset by declared dividends of approximately $1.1
million and the repurchase of Cohoes Bancorp, Inc. shares totaling $2.4
million.
21
Item 3. Quantitative and Qualitative Disclosures about Market Risk
No material change.
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
The Company held an annual meeting of shareholders
on November 30, 2000. At the meeting, proposals to (i) elect
Directors Casabonne, DeLaMater, O'Hearn and Paton for three year
terms (ii) adopt the amendments to the Company's 1999 Stock Option
and Incentive Plan and the 1999 Recognition and Retention Plan and
(iii) ratify the appointment of Arthur Andersen, LLP as independent
auditors for the Company for the fiscal year ending June 30, 2001
were approved. The votes cast for and against these proposals and
the number of abstentions with respect to the proposals were as
follows:
Election of Directors
-----------------------------------
For Withheld
--- --------
Management Nominees:
Casabonne 3,896,043 206,646
DeLaMater 3,896,321 205,848
O'Hearn 3,900,613 202,076
Paton 3,899,524 203,165
TrustCo Bank Corp. NY Nominees:
Brickman 1,436,008 37,492
Collins 1,436,839 36,671
Maggs 1,432,179 41,321
Pastore 1,428,472 45,028
Adoption of the Amendment to the Company's 1999 Stock Option
and Incentive Plan and the 1999 Recognition and Retention Plan
--------------------------------------------------------------
For Against Abstentions
--- ------- -----------
3,438,709 2,035,013 120,467
Ratification of Arthur Andersen, LLP as Independent Auditors
------------------------------------------------------------
For Against Abstentions
--- ------- -----------
4,477,728 144,530 971,931
There were no broker non-votes on the two proposals.
22
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
Date Description
November 24,2000 Item 5 - Reporting execution of Agreement
and Plan of Merger dated November
24, 2000 between Hudson River
Bancorp, Inc., Hudson River Bank &
Trust Company and Cohoes Bancorp,
Inc.
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: February 12, 2001 By: /s/ Harry L. Robinson
---------------------
Harry L. Robinson
President and Chief Executive Officer
Date: February 12, 2001 By: /s/ Richard A. Ahl
------------------
Richard A. Ahl
Executive Vice President,
Chief Financial Officer
and Secretary
24