=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 24, 1994
-------------------------------
Commission file number 0-14140
First Albany Companies Inc.
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 22-2655804
----------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
41 State Street, Albany, NY 12207
----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(518) 447-8500
----------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X (1) No
---------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
3,835,367 Shares of Common Stock were outstanding as of the close
------------------------------------------------------------------
of business on July 27, 1994.
-----------------------------
=============================================================================
<PAGE>
FIRST ALBANY COMPANIES INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
PAGE
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Financial
Condition at June 24, 1994 and
September 24, 1993 . . . . . . . . . . . . . . . . 3
Condensed Consolidated Statements of Operations
for the Three Months and Nine Months Ended
June 24, 1994 and June 25, 1993 . . . . . . . . . . 4
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended June 24, 1994
and June 25, 1993 . . . . . . . . . . . . . . . . . 5
Notes to Condensed Consolidated Financial
Statements . . . . . . . . . . . . . . . . . . . . 6-8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . 9-14
Part II - Other Information
Item 1. Legal
Proceedings . . . . . . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 15-16
2
<PAGE>
<TABLE>
<CAPTION>
FIRST ALBANY COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
=============================================================================
June 24, September 24,
1994 1993
(In thousands of dollars) (Unaudited)
- - ----------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and cash equivalents $ 4,015 $ 6,971
Cash and securities segregated
under federal regs. 250
Securities purchased under agreements
to resell 2,806
Securities borrowed 263,807 374,319
Receivables from
Brokers, dealers and clearing
agencies 4,119 902
Customers 102,980 96,718
Others 19,101 1,863
Securities owned 24,988 21,445
Office equipment and leasehold
improvements, net 4,737 3,619
Other assets 3,707 5,901
- - -----------------------------------------------------------------------------
Total assets $427,454 $514,794
=============================================================================
Liabilities and Stockholders' Equity
Liabilities
Short-term bank loans $ 41,031 $ 9,931
Securities sold under agreements
to repurchase 2,825
Securities loaned 264,179 374,229
Payables to
Brokers, dealers and
clearing agencies 9,042 6,465
Customers 60,201 69,201
Others 1,852 1,752
Securities sold but not yet purchased 5,872 1,826
Accounts payable 2,546 1,580
Accrued compensation 7,195 10,263
Accrued expenses 2,985 3,928
Notes payable 109 456
Subordinated debt 2,250
- - -----------------------------------------------------------------------------
Total liabilities 395,012 484,706
- - -----------------------------------------------------------------------------
Commitments and Contingencies
Stockholders' Equity
Common stock $ 42 $ 40
Additional paid-in-capital 14,831 13,142
Retained earnings 19,971 18,719
Less treasury stock at cost (2,402) (1,813)
- - -----------------------------------------------------------------------------
Total stockholders' equity 32,442 30,088
- - -----------------------------------------------------------------------------
Total liabilities and stockholders' equity $427,454 $514,794
=============================================================================
See notes to the condensed consolidated financial statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
FIRST ALBANY COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
=============================================================================
(In thousands of dallars Three Months Ended Nine Months Ended
except for per share June 24, June 25, June 24, June 25,
and outstanding share amounts) 1994 1993 1994 1993
- - -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues
Commissions $ 6,395 $ 7,379 $ 23,271 $ 21,185
Principal transactions 8,526 8,963 27,567 25,103
Investment banking 3,426 7,709 14,241 17,786
Interest 4,364 2,527 11,441 6,613
Fees and other 1,879 1,421 4,973 4,715
- - -----------------------------------------------------------------------------
Total revenues 24,590 27,999 81,493 75,402
Interest expense 2,842 1,408 7,404 3,583
- - -----------------------------------------------------------------------------
Net revenues 21,748 26,591 74,089 71,819
- - -----------------------------------------------------------------------------
Expenses excluding interest
Compensation and benefits 14,640 18,073 49,976 48,066
Clearing, settlement and
brokerage costs 484 520 1,467 1,506
Communications and data
processing 1,830 1,614 5,298 4,580
Occupancy and depreciation 1,453 1,320 4,198 4,086
Selling 1,277 1,061 3,614 2,957
Other 1,228 1,215 3,694 3,316
- - -----------------------------------------------------------------------------
Total expenses excluding
interest 20,912 23,803 68,247 64,511
- - -----------------------------------------------------------------------------
Income before income taxes 836 2,788 5,842 7,308
- - -----------------------------------------------------------------------------
Income tax expense 298 1,093 2,334 2,807
- - -----------------------------------------------------------------------------
Net income $ 538 $ 1,695 $ 3,508 $ 4,501
=============================================================================
Net income per common and
common equivalent share:
Primary $ 0.13 $ 0.41 $ 0.86 $ 1.10
Fully diluted 0.13 0.41 0.86 1.10
=============================================================================
Weighted average common
and common equivalent
shares outstanding:
Primary 4,008,887 4,154,049 4,060,365 4,087,583
Fully diluted 4,008,887 4,154,049 4,060,365 4,105,349
=============================================================================
Dividend per common share
outstanding $ 0.05 $ 0.05 $ 0.10 $ 0.10
=============================================================================
See notes to the condensed consolidated financial statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
FIRST ALBANY COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
=============================================================================
Nine Months Ended
June 24, June 25,
(In thousands of dollars) 1994 1993
- - -----------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,508 $ 4,501
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 1,066 999
(Increase) decrease in operating assets:
Cash and securities segregated under
federal regs. 250 (6)
Securities purchased under agreement
to resell 2,806
Securities borrowed, net 462
Net receivables from brokers and
customers (640)
Net receivables from customers (15,827)
Net receivables from others (17,138) (786)
Securities owned, net (114,204)
Other assets 2,194 (1,446)
Increase (decrease) in operating liabilities:
Net payable to brokers and dealers 8,971
Net payable to customers (15,262)
Securities loaned, net 507
Securities sold under agreement
to repurchase (2,825) 99,306
Securities sold but not yet purchased 503
Accounts payable and accrued expenses (3,045) (34)
- - -----------------------------------------------------------------------------
Net cash used in operating activities (28,121) (18,019)
- - -----------------------------------------------------------------------------
Cash flows from investing activities:
Purchase of furniture, equipment,
and leaseholds (2,184) (867)
- - -----------------------------------------------------------------------------
Net cash used in investing activities (2,184) (867)
- - -----------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from short-term bank loans 31,100 19,850
Payments of long-term notes payable (347) (662)
Payments of subordinated loan (2,250) (375)
Proceeds from issuance of common
stock from treasury 332 83
Purchase of treasury stock (1,073)
Proceeds from issuance of
restricted stock 137 14
Dividends paid (550) (496)
- - -----------------------------------------------------------------------------
Net cash provided by financing
activities 27,349 18,414
- - -----------------------------------------------------------------------------
(Decrease) increase in cash (2,956) (472)
Cash at beginning of the year 6,971 2,650
- - -----------------------------------------------------------------------------
Cash at end of period $ 4,015 $ 2,178
=============================================================================
Supplemental disclosures of cash flow information: Income tax payments
totaled $2,170 in 1994 and $2,348 in 1993. Interest payments totaled $7,128
in 1994 and $3,418 in 1993.
See notes to the condensed consolidated financial statements.
</TABLE>
5
<PAGE>
FIRST ALBANY COMPANIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments, including only normal,
recurring adjustments, necessary for a fair presentation of results for such
periods. The results for any interim period are not necessarily indicative
of results for the full year. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted. These
consolidated financial statements should be read in conjunction with
financial statements and notes for the year ended September 24, 1993.
2. Cash and Securities Under Federal Regulations
Cash and resale agreements collateralized by U.S. Government securities
have been segregated in special reserve bank accounts for the exclusive
benefit of customers under Rule 15c3-3 of the Securities and Exchange
Commission.
3. Receivables from Others
Amounts receivable from others as of:
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------
June 24, September 24,
(In thousands of dollars) 1994 1993
=============================================================================
<S> <C> <C>
Adjustment to record securities
owned on a trade date basis,
net $13,991
Others 5,110 $ 1,863
- - -----------------------------------------------------------------------------
Total $19,101 $ 1,863
=============================================================================
</TABLE>
Adjustment to record securities owned on a trade date basis, net
increased primarily from municipal bond activities related to transactions
which were sold for a July settlement.
4. Notes Payable
Notes payable consist of:
An unsecured note for $109,000, payable in quarterly installments of
$15,625 plus interest at the prime rate (7.25% at June 24, 1994) plus 1/2%,
matures March 25, 1996.
5. Contingencies
In the normal course of business, the Company has been named a
defendant, or otherwise has possible exposure, in several claims arising in
the ordinary course of its business. Certain of these actions are class
actions which seek unspecified damages which could be substantial. Although
there can be no assurance as to the eventual outcome of litigation in which
the Company has been named as a defendant or otherwise has possible exposure,
the Company has provided for those actions most likely of adverse
dispositions.
6
<PAGE>
FIRST ALBANY COMPANIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
Although further liabilities of undeterminable amounts are possible, in the
opinion of management, based upon the advice of its general counsel and
outside counsel, such litigation in the aggregate, will not have a material
adverse effect on the Company's financial position, although it could have a
material effect on quarterly or annual operating results when resolved in a
future period.
6. Stockholders' Equity
On October 21, 1993, the Board of Directors declared the regular
quarterly dividend of $0.05 per share for the fourth quarter along with a 5%
stock dividend. Both were payable on November 15, 1993 to shareholders of
record on November 1, 1993.
On January 18, 1994, the Board of Directors declared the regular
quarterly dividend of $0.05 per share for the first quarter, ended December
31, 1993, payable on February 18, 1994 to shareholders of record on February
4, 1994.
On February 1, 1994, the Company completed a purchase of 130,000 shares
of its common stock, representing 3.5% of the shares then outstanding, for
$1,072,500. The purchase was internally financed.
On April 21, 1994, the Board of Directors declared the regular quarterly
dividend of $0.05 per share for the second quarter, ended March 25, 1994,
along with a 5% stock dividend. Both are payable on May 23, 1994 to
shareholders of record on May 9, 1994.
On July 21, 1994, the Board of Directors declared the regular quarterly
dividend of $0.05 per share for the third quarter, ended June 24, 1994,
payable on August 22, 1994 to shareholders of record on August 8. 1994.
7. Net Income Per Common and Common Equivalent Share
Net income per common and common equivalent share for both the primary
and fully diluted computation have been based upon the weighted average
number of common shares and the dilutive common stock equivalents
outstanding. The dilutive effect of the common stock equivalents was
determined using the treasury stock method.
Net income per common and common equivalent share, along with both the
primary and fully dilutive weighted average common and common equivalent
shares outstanding, have been adjusted to reflect all of the 5% stock
dividends declared.
8. Net Capital Requirements
The Company's broker-dealer subsidiary, First Albany Corporation, is
subject to the Securities and Exchange Commission's Uniform Net Capital Rule
which requires the maintenance of a minimum net capital as calculated and
defined in the Rule. As of June 24, 1994, the broker-dealer subsidiary had
aggregate net capital, as defined, of $16,568,000 exceeding the required net
capital by $14,593,000.
7
<PAGE>
FIRST ALBANY COMPANIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
9. Other
On January 4, 1994, one of the Company's subsidiaries, First Albany Asset
Management, entered into an agreement for the sale of certain assets relating
to the management of Investors Preference Fund For Income, Inc. and Investors
Preference New York Tax-Free Fund Inc. The sales price is contingent upon
the asset value of the funds on the closing date and the first anniversary of
the closing date. Accordingly, the ultimate sales price to be realized is
not yet determinable.
8
<PAGE>
<TABLE>
<CAPTION>
FIRST ALBANY COMPANIES INC.
MANAGEMENT S DISCUSSION AND ANALYSIS COMPARISON OF 1994 VS. 1993
=============================================================================
1994 vs.
Three Months Ended 1993 Percentage
June 24, June 25, Increase Increase
(In thousands of dollars) 1994 1993 (Decrease) (Decrease)
- - -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues
Commissions $ 6,395 $ 7,379 $ (984) (13)%
Principal transactions 8,526 8,963 (437) (5)%
Investment banking 3,426 7,709 (4,283) (56)%
Interest income 4,364 2,527 1,837 73%
Fees and others 1,879 1,421 458 32%
- - -----------------------------------------------------------------------------
Total revenues 24,590 27,999 (3,409) (12)%
Interest expense 2,842 1,408 1,434 102%
- - -----------------------------------------------------------------------------
Net revenues 21,748 26,591 4,843) (18)%
- - -----------------------------------------------------------------------------
Expenses excluding interest
Compensation and benefits 14,640 18,073 (3,433) (19)%
Clearing, settlement and
brokerage cost 484 520 (36) (7)%
Communications and
data processing 1,830 1,614 216 13%
Occupancy and depreciation 1,453 1,320 133 10%
Selling 1,277 1,061 216 20%
Other 1,228 1,215 13 1%
- - -----------------------------------------------------------------------------
Total expenses excluding
interest 20,912 23,803 (2,891) (12)%
- - -----------------------------------------------------------------------------
Income before income taxes 836 2,788 (1,952) (70)%
- - -----------------------------------------------------------------------------
Income tax expense 298 1,093 (795) (73)%
- - -----------------------------------------------------------------------------
Net income $ 538 $ 1,695 $ (1,157) (68)%
=============================================================================
Net interest income
Interest income $ 4,364 $ 2,527 $ 1,837 73%
Interest expense 2,842 1,408 1,434 102%
- - -----------------------------------------------------------------------------
Net interest income $ 1,522 $ 1,119 $ 403 36%
=============================================================================
</TABLE>
9
<PAGE>
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
results of operations during the periods included in the accompanying
condensed consolidated financial statements.
Business Environment
- - --------------------
First Albany Corporation, a wholly owned subsidiary of First Albany
Companies Inc. (the Company), is a full service investment banking and
brokerage firm. Its primary business includes the underwriting,
distribution, and trading of fixed income and equity securities. The
investment banking and brokerage business earns revenues in direct
correlation with the general level of trading activity in the stock and bond
markets. This level of activity cannot be controlled by the Company;
however, many of the Company's costs are fixed. Therefore, the Company's
earnings, like those of others in the industry, reflect the activity in the
markets and can fluctuate accordingly.
Results of Operations
- - ---------------------
Three Months Periods Ended June 24, 1994 and June 25, 1993
- - ----------------------------------------------------------
Net Income
- - ----------
Net income for the quarter ended June 24, 1994 was $0.5 million or $0.13
per share compared to $1.7 million or $0.41 per share a year ago. The
Company continued to show growth in its institutional equity and corporate
finance division during the third quarter. Revenues declined due to rising
interest rates having a negative effect on fixed income product sales and
trading and because municipal bond refinancings declined as expected from
last year's record quarter.
Commissions
- - -----------
Commission revenues decreased $1.0 million or 13% in this year's third
quarter, resulting primarily from a decrease in listed stock commissions of
$0.3 million or 10% and from a decrease in mutual funds commission revenues
of $0.7 million or 25%.
Principal Transactions
- - ----------------------
Principal transactions decreased $0.4 million or 5% in this year's third
quarter. This decrease was comprised of an increase in equities securities
of $0.6 million, a decrease in taxable fixed income securities of $1.5
million, and an increase in municipal bonds of $0.5 million..
Investment Banking
- - ------------------
Investment banking revenues decreased $4.3 million or 56% in this year's
third quarter. Revenues from selling concessions decreased $1.3 million
(equities decreased $0.3 million, while municipal bonds declined $1.0
million), underwriting fees decreased $0.4 million (primarily municipal
bonds), and investment banking fees decreased $2.6 million (municipal finance
fees decreased $2.8 million while corporate finance fees increased $0.2
million).
10
<PAGE>
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Continued)
Fees and Other
- - --------------
Fees and other income increased $0.5 million due primarily to income
recognized by one of the Company's subsidiaries, First Albany Asset
Management, for the sale of certain assets relating to the management of
Investors Preference Fund for Income, Inc., and Investors Preference New York
Tax-Free Fund Inc.
Net Interest Income
- - -------------------
Net interest income increased $0.4 million due primarily to increased
revenues from customer margin balances.
Compensation and Benefits
- - -------------------------
Compensation and benefits decreased $3.4 million due primarily to the
decrease in revenues. Sales-related compensation decreased $3.9 million,
salaries increased $0.3 million, and benefits increased $0.2 million.
11
<PAGE>
<TABLE>
<CAPTION>
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS COMPARISON OF 1994 VS. 1993
=============================================================================
1994 vs.
Nine Months Ended 1993 Percentage
June 24, June 25, Increase Increase
(In thousands of dollars) 1994 1993 (Decrease) (Decrease)
- - -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues
Commissions $ 23,271 $ 21,185 $ 2,086 10%
Principal transactions 27,567 25,103 2,464 10%
Investment banking 14,241 17,786 (3,545) (20)%
Interest income 11,441 6,613 4,828 73%
Fees and others 4,973 4,715 258 5%
- - -----------------------------------------------------------------------------
Total revenues 81,493 75,402 6,091 8%
Interest expense 7,404 3,583 3,821 107%
- - -----------------------------------------------------------------------------
Net revenues 74,089 71,819 2,270 3%
- - -----------------------------------------------------------------------------
Expenses excluding interest
Compensation and benefits 49,976 48,066 1,910 4%
Clearing, settlement and
brokerage cost 1,467 1,506 (39) (3)%
Communications and
data processing 5,298 4,580 718 16%
Occupancy and depreciation 4,198 4,086 112 3%
Selling 3,614 2,957 657 22%
Other 3,694 3,316 378 11%
- - -----------------------------------------------------------------------------
Total expenses excluding
interest 68,247 64,511 3,736 6%
- - -----------------------------------------------------------------------------
Income before income taxes 5,842 7,308 (1,466) (20)%
- - -----------------------------------------------------------------------------
Income tax expense 2,334 2,807 (473) (17)%
- - -----------------------------------------------------------------------------
Net income $ 3,508 $ 4,501 $ (993) (22)%
=============================================================================
Net interest income
Interest income $ 11,441 $ 6,613 $ 4,828 73%
Interest expense 7,404 3,583 3,821 107%
- - -----------------------------------------------------------------------------
Net interest income $ 4,037 $ 3,030 $ 1,007 33%
=============================================================================
</TABLE>
12
<PAGE>
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Nine Months Period Ended June 24, 1994 and June 25, 1993
- - --------------------------------------------------------
Net Income
- - ----------
Net income for the six months ended June 24, 1994 was $3.5 million or
$0.86 per share compared to $4.5 million or $1.10 per share earned in last
year's same nine month period.
Commissions
- - -----------
Commission revenues increased $2.1 million or 10% in this year's nine
months. This increase was comprised primarily of increases in listed and
over-the-counter agency stock commissions of $1.0 million or 7% and from
mutual funds commission revenues of $1.0 million or 13%.
Principal Transactions
- - ----------------------
Principal transactions increased $2.5 million or 10% in this year's nine
months. This increase was comprised of an increase in equities of $2.8
million, a decrease in taxable fixed income securities of $2.2 million, an
increase in municipal bonds of $0.8 million and an unrealized gain of $1.1
million due to the Company's investment in a firm which completed an initial
public offering in February 1994.
Investment Banking
- - ------------------
Investment banking revenues decreased $3.5 million or 20% in this year's
nine months. Revenues from selling concessions decreased $0.2 million
(equities increased $1.3 million, while municipal bonds decreased $1.5
million), underwriting fees decreased $0.6 million (primarily municipal
bonds), and investment banking fees decreased $2.7 million (corporate finance
fees increased $1.5 million, while municipal finance fees decreased $4.2
million).
Net Interest Income
- - -------------------
Net interest income increased $1.0 million due primarily to increased
revenues from customer margin balances.
Compensation and Benefits
- - -------------------------
Compensation and benefits increased $1.9 million due primarily to the
increase in revenues. Sales-related compensation decreased $0.2 million,
salaries increased $1.3 million, and benefits increased $0.8 million.
13
<PAGE>
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
- - -------------------------------
A substantial portion of the company's assets, similar to other
brokerage and investment banking firms, is liquid, consisting of cash and
assets readily convertible into cash. These assets are financed primarily by
the Company's interest-bearing and non-interest-bearing payables to customers
and payables to brokers and dealers secured by loaned securities and bank
lines-of-credit. Securities borrowed and securities loaned will fluctuate
due primarily to the current level of business activity in this area.
Receivable from others increased due primarily from municipal bond activities
related to transactions which were sold for a July settlement date (See Note
3). Short term bank loans increased due primarily to an increase in
receivables from others (See Note 3) and receivables from customers. The
Company's broker-dealer subsidiaries First Albany Corporation and Northeast
Brokerage Services Corp. at June 24, 1994 were in compliance with the net
capital requirements of the Securities and Exchange Commission (SEC) and had
capital in excess of the minimum required.
Management believes that funds provided by operations and a variety of
committed and uncommitted bank lines-of-credit totaling $85,000,000 of which
approximately $46,470,000 were unused as of June 24, 1994 will provide
sufficient resources to meet present and reasonably foreseeable short-term
financial needs.
On October 21, 1993, the Board of Directors declared the regular
quarterly dividend of $0.05 per share for the fourth quarter along with a 5%
stock dividend, both payable on November 15, 1993 to shareholders of record
on November 1, 1993.
On January 18, 1994, the Board of Directors declared the regular
quarterly dividend of $0.05 per share for the first quarter, ended December
31, 1993, payable on February 18, 1994 to shareholders of record on February
4, 1994.
On April 21, 1994, the Board of Directors declared the regular quarterly
dividend of $0.05 per share for the second quarter, ended March 25, 1994,
along with a 5% stock dividend. Both payable on May 23, 1994 to shareholders
of record on May 9, 1994.
On July 21, 1994, the Board of Directors declared the regular quarterly
dividend of $0.05 per share for the third quarter, ended June 24, 1994,
payable on August 22, 1994 to shareholders of record on August 8. 1994.
The Company believes that funds provided by operations will also provide
sufficient resources to fund the acquisition of office equipment and
leasehold improvements, current long-term loan repayment requirements, and
other long-term requirements.
14
<PAGE>
Part II Other Information
-------------------------
Item 1. Legal Proceedings
- - -------------------------
In the normal course of business, the Company has been named a
defendant, or otherwise has possible exposure, in several claims arising in
the ordinary course of its business. Certain of these actions are class
actions which seek unspecified damages which could be substantial. Although
there can be no assurance as to the eventual outcome of litigation in which
the Company has been named as a defendant or otherwise has possible exposure,
the Company has provided for those actions most likely of adverse
dispositions. Although further liabilities of undeterminable amounts are
possible, in the opinion of management, based upon the advice of its general
counsel and outside counsel, such litigation in the aggregate, will not have
a material adverse effect on the Company's financial position, although it
could have a material effect on quarterly or annual operating results when
resolved in a future period.
Item 6. Exhibits and Reports on Form 8-K.
- - -----------------------------------------
(a) Exhibits.
---------
(11) Statement Re: Computations of per share earnings.
(b) Reports on Form 8-K.
--------------------
There were no reports on Form 8-K filed during the quarter ended
June 24, 1994.
-------------
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
First Albany Companies Inc.
-------------------------------------------
(Registrant)
Date: 8/3/94 /s/ George C. McNamee
-------- -------------------------------------------
George C. McNamee
Chairman/Director
Date: 8/3/94 /s/ David J. Cunningham
-------- -------------------------------------------
David J. Cunningham
Vice President and Chief Financial Officer
(Principal Accounting Officer)
16
<TABLE>
<CAPTION>
(Exhibit 11)
FIRST ALBANY COMPANIES INC.
COMPUTATION OF PER SHARE EARNINGS
=============================================================================
Three Months Ended Nine Months Ended
(In thousands of dollars, June 24, June 25, June 24, June 25,
except per share amounts) 1994 1993 1994 1993
- - -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Primary:
- - -----------------------------------------------------------------------------
Net income $ 538 $ 1,695 $ 3,508 $ 4,501
=============================================================================
Weighted average number
of shares outstanding
during the period** 3,828 3,888 3,863 3,883
Incremental shares under
stock options computed
under the treasury stock
method using the average
market price of the issuer's
stock during the period 181 266 197 205
- - -----------------------------------------------------------------------------
Weighted average shares and
common equivalent shares
outstanding 4,009 4,154 4,060 4,088
=============================================================================
Net income per share $ 0.13 $ 0.41 $ 0.86 $ 1.10
=============================================================================
Fully Diluted:
- - -----------------------------------------------------------------------------
Net income $ 538 $ 1,695 $ 3,508 $ 4,501
=============================================================================
Weighted average number of
shares outstanding during
the period** 3,828 3,888 3,863 3,883
Incremental shares under stock
options computed under the
treasury stock method using
the higher of the average
or ending market price of
the issuer's stock at the end
of the period 181 266 197 222
- - -----------------------------------------------------------------------------
Weighted average shares and
common equivalent shares
outstanding 4,009 4,154 4,060 4,105
=============================================================================
Net income per share $ 0.13 $ 0.41 $ 0.86 $ 1.10
=============================================================================
** (Per share figures and shares outstanding have been restated for all
dividends declared.)
</TABLE>
