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
<PAGE>
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
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COHOES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
(Unaudited)
March 31, June 30,
2000 1999
(In thousands)
<S> <C> <C>
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
</TABLE>
See accompanying notes to consolidated interim financial statements.
3
<PAGE>
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
<PAGE>
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
<PAGE>
COHOES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
See accompanying notes to consolidated interim financial statements.
6
<PAGE>
COHOES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
See accompanying notes to consolidated interim financial statements.
7
<PAGE>
COHOES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the nine months ended March 31,
2000 1999
(In thousands)
<S> <C> <C>
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 $ -
</TABLE>
See accompanying notes to consolidated interim financial statements.
8
<PAGE>
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:
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
9
<PAGE>
For the three months ended March 31:
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
March 31, 2000 June 30, 1999
Amount % of Total Amount % of Total
(Dollars in thousands)
<S> <C> <C> <C> <C>
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
</TABLE>
11
<PAGE>
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.
<TABLE>
<CAPTION>
March 31, June 30,
2000 1999
(Dollars in thousands)
<S> <C> <C>
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%
</TABLE>
12
<PAGE>
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.
<TABLE>
<CAPTION>
At or for the nine months ended March 31,
2000 1999
(In thousands)
<S> <C> <C>
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
</TABLE>
13
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
16
<PAGE>
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.
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
17
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
Form 10Q for the quarter ended March 31, 2000 of Cohoes Bancorp, Inc. and
subsidiary and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUN-30-1999
<PERIOD-END> MAR-31-2000
<CASH> 11,868
<INT-BEARING-DEPOSITS> 102
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 41,225
<INVESTMENTS-CARRYING> 56,096
<INVESTMENTS-MARKET> 54,591
<LOANS> 582,203
<ALLOWANCE> 4,761
<TOTAL-ASSETS> 704,414
<DEPOSITS> 491,508
<SHORT-TERM> 31,280
<LIABILITIES-OTHER> 5,449
<LONG-TERM> 48,372
0
0
<COMMON> 95
<OTHER-SE> 121,041
<TOTAL-LIABILITIES-AND-EQUITY> 704,414
<INTEREST-LOAN> 31,931
<INTEREST-INVEST> 4,528
<INTEREST-OTHER> 169
<INTEREST-TOTAL> 36,628
<INTEREST-DEPOSIT> 12,916
<INTEREST-EXPENSE> 16,443
<INTEREST-INCOME-NET> 20,185
<LOAN-LOSSES> 1,250
<SECURITIES-GAINS> (8)
<EXPENSE-OTHER> 13,504
<INCOME-PRETAX> 6,907
<INCOME-PRE-EXTRAORDINARY> 4,390
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,390
<EPS-BASIC> .53
<EPS-DILUTED> .53
<YIELD-ACTUAL> 4.06
<LOANS-NON> 3,611
<LOANS-PAST> 0
<LOANS-TROUBLED> 772
<LOANS-PROBLEM> 72
<ALLOWANCE-OPEN> 4,025
<CHARGE-OFFS> 580
<RECOVERIES> 66
<ALLOWANCE-CLOSE> 4,761
<ALLOWANCE-DOMESTIC> 3,925
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 836
</TABLE>
