<PAGE>
FIRST ALBANY COMPANIES Inc.
Stock Bonus Plan
Form 11K
For the Plan Year Ended 12/31/93
<PAGE>
Securities and Exchange Commission
Washington, DC 20549
FORM 11-K
/X/ Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
or
/ / Transition Report Pursuant to Section 15(d) of
the Securities Exchange Act of 1934
Commission file number 014140
First Albany Companies Inc. Stock Bonus Plan
(Title of Plan)
First Albany Companies Inc.
(Issuer of Securities)
41 State Street
Albany, New York 12201
(518) 447-8500
(Address of Principal Executive Office)
I.R.S. Employer I.D. No. 22-2655804
<PAGE>
ITEMS
Item 4. Financial Statements and Schedules
1. Report of Independent Accountants
A. Statement of net assets available for plan benefits
as of December 31, 1993 and 1992
B. Statements of changes in net assets available for plan
benefits for the years ended December 31, 1993, 1992
and 1991
C. Notes to financial statements
D. Assets held for investments at December 31, 1993
E. Transactions in excess of 5% of the current value of plan assets
for the year ending December 31, 1993.
24. Consent of Independent Accountants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
First Albany Companies Inc.
Stock Bonus Plan
DATE: 3/30/94 BY: /s/ George C. McNamee
--------------------------
George C. McNamee
Member of the Administrative
Committee
<PAGE>
THE FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
REPORT OF INDEPENDENT ACCOUNTANTS
For the Years Ended December 31, 1993, 1992 and 1991
<PAGE>
TABLE OF CONTENTS
Page
----
REPORT OF INDEPENDENT ACCOUNTANTS 1
FINANCIAL STATEMENTS
Statements of net assets available for plan benefits 2
Statements of changes in net assets available for
plan benefits 3
Notes to financial statements 4-6
SUPPLEMENTAL SCHEDULES
Assets held for investment at December 31, 1993 7
Transactions in excess of 5% of the current value
of plan assets for the year ended December 31, 1993 8-10
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Administrative Committee
of First Albany Companies Inc. Stock Bonus Plan
We have audited the accompanying statements of net assets available for plan
benefits of First Albany Companies Inc. Stock Bonus Plan as of December 31,
1993 and 1992, and the related statement of changes in net assets available
for plan benefits for each of the three years in the period ended December
31, 1993. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
Plan as of December 31, 1993 and 1992, and the changes in net assets
available for plan benefits for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted accounting
principles.
As described in Note 2, the plan changed its method of accounting for
liabilities to former plan participants.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the accompanying table of contents are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974 and are
not a required part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements taken as
a whole.
COOPERS & LYBRAND
Albany, New York
March 9, 1994
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<PAGE>
FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
=================================================================
December 31, December 31,
1993 1992
- -----------------------------------------------------------------
ASSETS
Investments, at fair
value (Note 4) $5,371,847 $3,484,264
Cash, noninterest bearing 15,335 29,802
--------- ---------
Total assets 5,387,182 3,514,066
Benefits payable to
terminated participants 25,168
---------- ---------
Net assets available for plan
benefits $5,387,182 $3,488,898
========== ==========
The accompanying notes are an integral
part of the financial statements.
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<PAGE>
FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
=============================================================================
December 31, December 31, December 31,
For the years ended 1993 1992 1991
- -----------------------------------------------------------------------------
Additions to net assets
attributed to:
Contributions from:
Employees $ 628,641 $ 396,331 $ 328,887
Employer (Note 4) 292,466 189,740 142,729
---------- ---------- ----------
921,107 586,071 471,616
Net appreciation in the
fair value of investments 1,064,707 720,100 1,031,710
Dividend income 109,602 108,895
---------- ---------- ----------
Total additions 2,095,416 1,415,066 1,503,326
---------- ---------- ----------
Deductions from net assets
attributed to:
Benefits paid or payable to:
Terminated participants 175,204 200,252 149,403
Active participants 47,096
---------- ---------- ----------
Total deductions 222,300 200,252 149,403
---------- ---------- ----------
Increase prior to cumulative
effect of a change in
accounting principle 1,873,116 1,214,814 1,353,923
Cumulative effect of a change
in accounting principle 25,168
---------- ---------- ----------
Net increase 1,898,284 1,214,814 1,353,923
Net assets available for
plan benefits:
Beginning of period 3,488,898 2,274,084 920,161
---------- ---------- ----------
End of period $5,387,182 $3,488,898 $2,274,084
========== ========== ==========
The accompanying notes are an integral
part of the financial statements.
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<PAGE>
FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan
The following description of the First Albany Companies Inc. (the "Company")
Stock Bonus Plan (the "Plan") provides only general information.
Participants should refer to the Plan Document for a more complete
description of the Plan's provisions.
a. General
Effective July 1, 1987, First Albany Companies Inc. established a Stock
Bonus Plan. This Plan is a defined contribution plan covering
substantially all employees of the Company and its subsidiaries.
Employees are eligible to participate upon the first day of the calendar
quarter following completion of at least one thousand hours of service
during any consecutive twelve months of continuous recognized employment
as defined in the Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). All costs and
fees incurred in administering the Plan are borne by the Company, which
is the Plan administrator and custodian.
b. Contributions and Participant Accounts
Participants elect to make after-tax contributions to the Plan. The
Company may, but is not required to, contribute to the Plan an amount
equal to a percentage of each participants' voluntary after-tax
contribution. For 1993, 1992 and 1991, the Company's contribution
percentage was 50%. Annually, the Board of Directors of the Company may
authorize an additional contribution to the Plan. Forfeitures are
maintained within the Plan and used to reduce the Company's matching
contribution.
c. Investments
The Plan is limited to investing solely in the common stock of the
Company which is traded in the over-the-counter market, except that
interim short-term investments may be made pending purchase of the
Company's stock. Purchases and sales of the Company's stock are
conducted by the Company's principal subsidiary, First Albany
Corporation, a registered broker-dealer. Commissions are not charged on
these transactions.
d. Vesting
Effective January 1, 1989, participants' vest in employer contributions
and earnings thereon based on years of service. A participant is 100
percent vested after seven years of credited service. Participants'
contributions and earnings thereon are fully vested at all times.
-4-
<PAGE>
FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
e. Payment of Benefits
On termination of service, participants may receive payment in cash or
shares distribution of their vested benefits in a lump-sum distribution
equal to the value of their accounts as of the valuation date, as
defined in the Plan.
2. Change in Accounting Principle
During 1993, the plan changed its method of accounting for liabilities
to former plan participants to conform with changes made in the AICPA Audit
and Accounting Guide for Audits of Employee Benefit Plan. Under the prior
method, a liability was recorded for amounts which had been allocated to
persons that had withdrawn from the plan. Such obligations do not require
accrual in Plan financial statements, but are required to be reported as
liabilities in the Plan's Form 5500 (Annual Return/Report of Employee Benefit
Plans.) Accordingly, this obligation, which amounts to $109,927 at December
31, 1993 is a reconciling item between the Plan financial statements and Form
5500. For 1992 and 1991, the net increase in net assets available for Plan
benefits would have been decreased $57,919 and increased $66,056,
respectively, on a proforma basis.
3. Significant Accounting Policies
The accounting records of the Plan are maintained on the accrual basis.
Investments are stated at market value, which is based upon the last
reported sales price.
The Plan presents, in the statements of changes in net assets, the net
appreciation (depreciation) in the fair value of its investments which
consists of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
4. Investments
The Plan's investment portfolio consists of the following as of December
31, 1993 and 1992:
1993 1992
---- ----
Cost Market Value Cost Market Value
---- ------------ ---- ------------
Common Stock:
First Albany
Companies Inc. $3,566,335 $5,371,847 $2,667,790 $3,484,264
The number of shares of First Albany Companies Inc. common stock as of
December 31, 1993 and 1992 was 651,133 and 497,752 respectively.
Realized net gain(loss) based on average costs were $75,669, $47,571 and
($19,010) for the years ended December 31, 1993, 1992 and 1991,
respectively.
-5-
<PAGE>
FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
The Plan's investment portfolio is subject to daily market price
fluctuations. Since the entire investment portfolio consists of the
Company's common stock, the Plan's portfolio may be exposed to risk in
the event of a decline in the market value of the Company's stock.
5. Forfeitures
The Company applied forfeitures of $21,866, $8,706 and $21,719 to reduce
its matching contribution to the Plan during 1993, 1992 and 1991,
respectively.
6. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contribution at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, the account of each participant shall become fully
vested and be distributed.
7. Tax Status
Effective January 1, 1989, the Plan was amended and restated to comply
with the Tax Reform Act of 1986, the Omnibus Budget Reconciliation Act
of 1987, and the Technical and Miscellaneous Revenue Act of 1988. On
February 26, 1993, the Internal Revenue Service ruled that the amended
and restated Plan is qualified under the Internal Revenue Code and is,
therefore, not subject to tax.
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<PAGE>
FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
ASSETS HELD FOR INVESTMENT*
December 31, 1993
Current
Description Cost Value
----------- ---- -------
First Albany Companies Inc.:
Common stock ($0.01 - par value) $3,566,335 $5,371,847
========== ==========
* The supplemental schedule refers to item number 27a in Form 5500
(Annual Return/Report of Employee Benefit Plan).
-7-
<PAGE>
<TABLE>
<CAPTION>
First Albany Companies Inc.
Stock Bonus Plan
Transactions In Excess of 5% Of The
Current Value of Plan Assets*
For The year Ended December 31, 1993
Number Value on
Of Purchase Sales Gains/ Transaction
DATE DESCRIPTION Shares Cost** Amount Amount (Losses) Date
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
3-Jan-93 First Albany Companies - 2,100.00 15,225 15,225
Common Stock
3-Jan-93 First Albany Companies - 840.00 5,883 5,883
Common Stock
8-Jan-93 First Albany Companies - 2,000.00 15,003 15,003
Common Stock
14-Jan-93 First Albany Companies - 145.00 1,018 1,018
Common Stock
28-Jan-93 First Albany Companies - 700.00 5,078 5,078
Common Stock
29-Jan-93 First Albany Companies - 5,000.00 36,253 36,253
Common Stock
3-Feb-93 First Albany Companies - 294.00 2,282 2,282
Common Stock
17-Feb-93 First Albany Companies - 550.00 4,538 4,538
Common Stock
17-Feb-93 First Albany Companies - 112.00 927 927
Common Stock
24-Feb-93 First Albany Companies - 3,851.00 33,218 33,218
Common Stock
4-Mar-93 First Albany Companies - 205.00 1,797 1,797
Common Stock
4-Mar-93 First Albany Companies - (22.19) (121) 155 35 155
Common Stock
4-Mar-93 First Albany Companies - 22.19 189 189
Common Stock
4-Mar-93 First Albany Companies - (2,225.63) (12,087) 18,918 6,830 18,918
Common Stock
4-Mar-93 First Albany Companies - 2,225.63 18,918 18,918
Common Stock
4-Mar-93 First Albany Companies - (551.32) (3,002) 4,686 1,685 4,686
Common Stock
4-Mar-93 First Albany Companies - 551.32 4,686 4,686
Common Stock
8-Mar-93 First Albany Companies - 247.00 2,164 2,164
Common Stock
22-Mar-93 First Albany Companies - (3,553.42) (19,363) 24,874 5,511 24,874
Common Stock
22-Mar-93 First Albany Companies - 1.42 12 12
Common Stock
23-Mar-93 First Albany Companies - 1.00 9 9
-8-
<PAGE>
Common Stock
24-Mar-93 First Albany Companies - 250.00 2,253 2,253
Common Stock
29-Mar-93 First Albany Companies - 3,800.00 34,203 34,203
Common Stock
2-Apr-93 First Albany Companies - 100.00 902 902
Common Stock
5-Apr-93 First Albany Companies - 210.00 1,864 1,864
Common Stock
26-Apr-93 First Albany Companies - 3,000.00 27,753 27,753
Common Stock
26-Apr-93 First Albany Companies - 1,000.00 9,253 9,253
Common Stock
26-Apr-93 First Albany Companies - 500.00 4,625 4,625
Common Stock
27-Apr-93 First Albany Companies - 5,000.00 45,628 45,628
Common Stock
27-Apr-93 First Albany Companies - 1,600.00 14,603 14,603
Common Stock
17-Jun-93 First Albany Companies - (114.16) (634) 970 336 970
Common Stock
7-May-93 First Albany Companies - 0.16 1 1
Common Stock
17-Jun-93 First Albany Companies - (2,283.27) (12,689) 20,549 7,861 20,549
Common Stock
7-May-93 First Albany Companies - 0.27 2 2
Common Stock
13-May-93 First Albany Companies - 6,800.00 62,053 62,053
Common Stock
13-May-93 First Albany Companies - (16.63) (93) 141 48 141
Common Stock
13-May-93 First Albany Companies - 16.63 141 141
Common Stock
13-May-93 First Albany Companies - (332.66) (1,864) 2,994 1,130 2,994
Common Stock
13-May-93 First Albany Companies - 332.66 2,828 2,828
Common Stock
19-May-93 First Albany Companies - 17,097.00
Common Stock
20-May-93 First Albany Companies - 220.00 1,983 1,983
Common Stock
21-May-93 First Albany Companies - 9,187.00
Common Stock
-9-
<PAGE>
21-May-93 First Albany Companies - 220.00 1,983 1,983
Common Stock
24-May-93 First Albany Companies - 110.00 979 979
Common Stock
26-May-93 First Albany Companies - 3,300.00 28,878 28,878
Common Stock
27-May-93 First Albany Companies - 100.00 903 903
Common Stock
15-Jun-93 First Albany Companies - 2,500.00 21,566 21,566
Common Stock
16-Jun-93 First Albany Companies - 2,500.00 21,566 21,566
Common Stock
23-Jun-93 First Albany Companies - 1,897.00 16,365 16,365
Common Stock
19-Jul-93 First Albany Companies - 4,000.00 34,003 34,003
Common Stock
19-Jul-93 First Albany Companies - 5,030.00 43,387 43,387
Common Stock
19-Jul-93 First Albany Companies - 551.00 4,755 4,755
Common Stock
20-Jul-93 First Albany Companies - 110.00 911 911
Common Stock
28-Jul-93 First Albany Companies - 100.00 703 703
Common Stock
12-Aug-93 First Albany Companies - (822.00) (4,486) 5,549 1,062 5,549
Common Stock
12-Aug-93 First Albany Companies - 822.00 5,549 5,549
Common Stock
17-Aug-93 First Albany Companies - (8,866.48) (48,406) 77,582 29,175 77,582
Common Stock
26-Aug-93 First Albany Companies - 0.59 4 4
Common Stock
26-Aug-93 First Albany Companies - (2,013.59) (10,993) 17,619 6,626 17,619
Common Stock
26-Aug-93 First Albany Companies - 4,046.48 27,314 27,314
Common Stock
26-Aug-93 First Albany Companies - 0.70 5 5
Common Stock
26-Aug-93 First Albany Companies - 1,712.70) (9,366) 14,986 5,620 14,986
Common Stock
26-Aug-93 First Albany Companies - 1.36 9 9
Common Stock
26-Aug-93 First Albany Companies - (107.36) (587) 939 352 939
-10-
<PAGE>
Common Stock
8-Sep-93 First Albany Companies - 200.00 1,503 1,503
Common Stock
10-Sep-93 First Albany Companies - 2,000.00 15,003 15,003
Common Stock
15-Sep-93 First Albany Companies - (111.00) (608) 971 363 971
Common Stock
17-Sep-93 First Albany Companies - 5,000.00 38,128 38,128
Common Stock
24-Sep-93 First Albany Companies - 3,500.00 26,691 26,691
Common Stock
28-Sep-93 First Albany Companies - 1,000.00 7,878 7,878
Common Stock
12-Oct-93 First Albany Companies - 4,900.00 40,428 40,428
Common Stock
14-Oct-93 First Albany Companies - 1,312.00 10,991 10,991
Common Stock
4-Nov-93 First Albany Companies - 4,000.00 33,503 33,503
Common Stock
5-Nov-93 First Albany Companies - 7.00 62 62
Common Stock
10-Nov-93 First Albany Companies - 6,300.00 57,491 57,491
Common Stock
15-Nov-93 First Albany Companies - 19,662.00
Common Stock
15-Nov-93 First Albany Companies - 9,646.00
Common Stock
15-Nov-93 First Albany Companies - (47.99) (256) 432 176 432
Common Stock
15-Nov-93 First Albany Companies - (959.77) (5,121) 7,318 2,197 7,318
Common Stock
15-Nov-93 First Albany Companies - 0.76 6 6
Common Stock
22-Nov-93 First Albany Companies - 5,000.00 43,128 43,128
Common Stock
22-Nov-93 First Albany Companies - 5,000.00 43,128 43,128
Common Stock
26-Nov-93 First Albany Companies - 1,000.00 8,628 8,628
Common Stock
1-Dec-93 First Albany Companies - 5,000.00 43,128 43,128
Common Stock
1-Dec-93 First Albany Companies - 300.00 2,591 2,591
Common Stock
-11-
<PAGE>
2-Dec-93 First Albany Companies - (1,790.54) (9,704) 15,220 5,515 15,220
Common Stock
6-Dec-93 First Albany Companies - 1,790.54 15,220 15,220
Common Stock
7-Dec-93 First Albany Companies - 1,653.00 13,640 13,640
Common Stock
7-Dec-93 First Albany Companies - 115.00 963 963
Common Stock
9-Dec-93 First Albany Companies - (484.46) (2,634) 3,694 1,060 3,694
Common Stock
9-Dec-93 First Albany Companies - (24.22) (132) 218 86 218
Common Stock
9-Dec-93 First Albany Companies - 0.68 6 6
Common Stock
13-Dec-93 First Albany Companies - 131.00 1,117 1,117
Common Stock
16-Dec-93 First Albany Companies - 5,000.00 42,503 42,503
Common Stock
16-Dec-93 First Albany Companies - 115.00 981 981
Common Stock
16-Dec-93 First Albany Companies - 115.00 981 981
Common Stock
21-Dec-93 First Albany Companies - 100.00 866 866
Common Stock
22-Dec-93 First Albany Companies - 1,000.00 8,503 8,503
Common Stock
23-Dec-93 First Albany Companies - 315.00 2,681 2,681
Common Stock
23-Dec-93 First Albany Companies - 100.00 866 866
Common Stock
29-Dec-93 First Albany Companies - 331.00 2,817 2,817
Common Stock
31-Dec-93 First Albany Companies - 1,000.00 8,253 8,253
Common Stock
31-Dec-93 First Albany Companies - 578.00 4,844 4,844
Common Stock
------------------------------------------------------------
TOTALS: 153,381.00 (142,147) 1,040,691 217,816 75,669 1,258,507
============================================================
* The supplemental schedule refers to item number 27d in Form 5500 (Annual Return/Report of Employee Benefit Plan)
- Schedule of Reportable Transactions.
** Cost of Securities sold on an "average cost" basis.
</TABLE>
-12-
<PAGE>
EXHIBIT 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
of First Albany Companies Inc. on Form S-8 (Registration Nos. 33-35166,
33-15220 and 33-52153) of our report dated March 9, 1994, on our audits of
the statements of net assets available for plan benefits of First Albany
Companies Inc. Stock Bonus Plan as of December 31, 1993 and 1992, and the
statements of changes in net assets available for plan benefits for each of
the three years in the period ended December 31, 1993, which report is
included in this Annual Report on Form 11-K.
COOPERS & LYBRAND
Albany, New York
March 30, 1994
-13-
