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 March 31, 1995
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.
4,080,255 Shares of Common Stock were outstanding
as of the close of business on May 1, 1995.
<PAGE>
<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 March 31, 1995 and
September 30, 1994............................ 3
Condensed Consolidated Statements of Operations
for the Three Months and Six Months Ended
March 31, 1995 and March 25, 1994............. 4
Condensed Consolidated Statements of Cash Flows
for the Six Months Ended March 31, 1995
and March 25, 1994............................ 5
Notes to Condensed Consolidated Financial
Statements........................................ 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations..................................... 8-14
Part II - Other Information
Item 1. Legal Proceedings............................... 15
Item 5. Management and Transactions
with Management................................. 15
Item 6. Exhibits and Reports on Form 8-K............. 15-17
<PAGE>
<PAGE>
FIRST ALBANY COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
=============================================================================
March 31, September 30,
1995 1994
(In thousands of dollars) (Unaudited)
- ------------------------------------------------------------------------------
Assets
Cash and cash equivalents $ 2,949 $ 3,165
Securities borrowed 244,333 331,209
Receivables from
Brokers, dealers and
clearing agencies 744 1,511
Customers 90,740 96,830
Others 7,157 18,358
Securities owned 50,609 20,988
Office equipment and leasehold
improvements, net 5,585 5,151
Other assets 5,652 5,537
- -----------------------------------------------------------------------------
Total assets $ 407,769 $482,749
=============================================================================
Liabilities and Stockholders' Equity
Liabilities
Short-term bank loans $ 43,211 $ 38,921
Securities loaned 251,049 329,478
Payables to
Brokers, dealers and
clearing agencies 4,577 5,077
Customers 47,079 56,949
Others 12,061 1,663
Securities sold but not yet
purchased 5,061 3,724
Accounts payable 1,441 1,411
Accrued compensation 3,461 9,149
Accrued expenses 3,336 3,053
Notes payable 2,063 94
- -----------------------------------------------------------------------------
Total liabilities 373,339 449,519
- -----------------------------------------------------------------------------
Commitments and Contingencies
Stockholders' Equity
Common stock 44 44
Additional paid-in-capital 16,489 16,489
Retained earnings 19,990 19,099
Less treasury stock at cost (2,093) (2,402)
- --------------------------------------------------------------------------------
Total stockholders' equity $ 34,430 $ 33,230
- --------------------------------------------------------------------------------
Total liability and
stockholders' equity $ 407,769 $ 482,749
================================================================================
See notes to the condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
FIRST ALBANY COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
========================================================================================================================
Three Months Ended Six Months Ended
(In thousands of dollars except for March 31, March 25, March 31, March 25,
per share and outstanding share amounts) 1995 1994 1995 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues
Commissions $ 7,338 $ 8,016 $ 13,925 $ 16,876
Principal transactions 10,870 9,210 21,568 19,041
Investment banking 2,052 5,107 5,802 10,815
Interest 5,811 3,297 12,048 7,077
Fees and other 1,813 1,524 3,366 3,094
- ------------------------------------------------------------------------------------------------------------------------
Total revenues 27,884 27,154 56,709 56,903
Interest expense 4,173 2,133 8,724 4,561
- ------------------------------------------------------------------------------------------------------------------------
Net Revenues 23,711 25,021 47,985 52,342
- ------------------------------------------------------------------------------------------------------------------------
Expenses (excluding interest)
- ----------------------------------------------------------------------------------------------------------------------
Compensation and benefits 16,489 16,885 33,389 35,336
Clearing, settlement and brokerage costs 508 453 1,001 983
Communications and data processing 1,827 1,761 3,641 3,468
Occupancy and depreciation 1,685 1,413 3,278 2,746
Selling 1,154 1,203 2,304 2,337
Other 1,331 1,278 2,376 2,466
- ------------------------------------------------------------------------------------------------------------------------
Total expenses (excluding interest) 22,994 22,993 45,989 47,336
- ------------------------------------------------------------------------------------------------------------------------
Income before income taxes 717 2,028 1,996 5,006
- ------------------------------------------------------------------------------------------------------------------------
Income tax expense 205 820 641 2,036
- ------------------------------------------------------------------------------------------------------------------------
Net Income $ 512 $ 1,208 $ 1,355 $ 2,970
========================================================================================================================
Net income per common and common equivalent share:
<FN>
Primary<F1>* $ 0.11 $ 0.27 $ 0.30 $ 0.66
Fully diluted<F1>* 0.11 0.27 0.30 0.66
========================================================================================================================
Weighted average common and common equivalent shares outstanding:
Primary<F1>* 4,473,736 4,482,420 4,448,409 4,504,929
Fully diluted<F1>* 4,476,843 4,482,420 4,449,963 4,504,929
========================================================================================================================
Dividend per common share
outstanding $ 0.05 $ 0.05 $ 0.05 $ 0.10
========================================================================================================================
<F1> *Adjusted to reflect May 1995 5% stock dividend and previous stock
dividends.
See notes to the condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
FIRST ALBANY COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
==============================================================================================================
Six Months Ended
March 31, March 25,
(In thousands of dollars) 1995 1994
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,355 $ 2,970
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 1,098 688
(Increase) decrease in operating assets:
Securities purchased under agreement to resell (5,074)
Securities borrowed, net (4,387)
Net receivable from customers (3,780) 13,068
Net receivable from others (260)
Securities owned, net (28,284) (19,830)
Other assets (115) 261
Increase (decrease) in operating liabilities:
Securities sold under agreement to repurchase 5,056
Securities loaned, net 8,447
Net payable to brokers, dealers, and
clearing agencies 267 407
Net payable to others 21,599
Accounts payable and accrued expenses (5,375) (3,229)
- --------------------------------------------------------------------------------------------------------------
Net cash used in operating activities (4,788) (10,330)
- --------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchase of furniture, equipment,
and leaseholds (1,532) (856)
- --------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (1,532) (856)
- --------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds (payments) of short-term bank loans 4,290 10,550
Payments of subordinated notes (2,250)
Proceeds (payments) of notes payable 1,969 (315)
Payments for purchases of common stock
for treasury (1,073)
Proceeds from issuance of common stock
from treasury 242 332
Dividends paid (397) (365)
- --------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 6,104 6,879
- --------------------------------------------------------------------------------------------------------------
Increase (Decrease) in cash (216) (4,307)
Cash at beginning of the year 3,165 6,971
- --------------------------------------------------------------------------------------------------------------
Cash at end of period $ 2,949 $ 2,644
==============================================================================================================
Supplemental disclosures of cash flow information:
Income tax payments totaled $563 in 1995 and $2,139 in 1994. Interest
payments totaled $8,419 in 1995 and $4,625 in 1994.
See notes to the condensed consolidated financial statements.
</TABLE>
<PAGE>
<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, consisting of 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 30, 1994.
2. Receivables from Others
Amounts receivable from others as of:
- --------------------------------------------------------------------------------
March 31, September 30,
(In thousands of dollars) 1995 1994
================================================================================
Adjustment to record securities owned on
a trade date basis, net $ 2,565 $15,040
Others 4,592 3,318
- --------------------------------------------------------------------------------
Total $ 7,157 $18,358
================================================================================
Amounts receivable and payable for securities transactions that have not
reached their contractual settlement date are recorded net on the Statement of
Financial Condition.
3. Notes Payable
Notes payable consist of:
A note for $2,000,000, which is collateralized by fixed assets is payable
in monthly payments of principal and interest of $65,005 commencing on May 1,
1995. If the interest rate changes (which is prime [9.00% at March 31, 1995]
plus 1.5%), the amount of the monthly payment will change to reflect the new
interest rate. The note matures April 1, 1998.
An unsecured note for $62,500 is payable in quarterly installments of
$15,625 plus interest at the prime rate (9.00% at March 31, 1995) plus 1/2%. The
note matures March 25, 1996.
4. Contingencies
In the normal course of business, the Company has been named a defendant,
or otherwise has possible exposure, in several claims. Certain of these are
class actions which seek unspecified damages that 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 to result in adverse
dispositions. Although further losses are possible, the opinion of management,
based upon the advice of its attorneys and general counsel, is that such
litigation will not, in the aggregate, have a material adverse effect on the
Company's liquidity or financial position, although it could have a material
effect on quarterly or annual operating results in the period in which it is
resolved.<PAGE>
<PAGE>
FIRST ALBANY COMPANIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
5. Stockholders' Equity
On October 27, 1994, 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 23, 1994 to shareholders of record on
November 9, 1994.
On January 24, 1995, the Board of Directors declared the regular quarterly
dividend of $0.05 per share for the first quarter, ended December 31, 1994,
payable on February 21, 1995 to shareholders of record on February 7, 1995.
On April 22, 1995, the Board of Directors declared the regular quarterly
dividend of $0.05 per share for the second quarter, ended March 31, 1995, along
with a 5% stock dividend. Both are payable on May 22, 1995 to shareholders of
record on May 8, 1995.
6. 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, including the 5% stock dividend declared on April 22, 1995, payable on
May 22, 1995.
7. 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 March 31, 1995, the broker-dealer subsidiary had
aggregate net capital, as defined, of $17,630,000--exceeding the required net
capital by $15,765,000.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS COMPARISON OF 1995 VS. 1994
================================================================================
1995 vs.
Three Months Ended 1994 Percentage
March 31, March 25, Increase Increase
(In thousands of dollars) 1995 1994 (Decrease) (Decrease)
- --------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Revenues
Commissions $ 7,338 $ 8,016 $ (678) (8)%
Principal transactions 10,870 9,210 1,660 18%
Investment banking 2,052 5,107 (3,055) (60)%
Interest income 5,811 3,297 2,514 76%
Fees and others 1,813 1,524 289 19%
- --------------------------------------------------------------------------------
Total revenues 27,884 27,154 730 3%
Interest expense 4,173 2,133 2,040 96%
- --------------------------------------------------------------------------------
Net Revenues 23,711 25,021 (1,310) (5)%
- --------------------------------------------------------------------------------
Expenses (excluding interest)
Compensation and benefits 16,489 16,885 (396) (2)%
Clearing, settlement
and brokerage cost 508 453 55 12%
Communications and
data processing 1,827 1,761 66 4%
Occupancy and
depreciation 1,685 1,413 272 19%
Selling 1,154 1,203 (49) (4)%
Other 1,331 1,278 53 4%
- --------------------------------------------------------------------------------
Total expenses
(excluding interest) 22,994 22,993 1 0%
- --------------------------------------------------------------------------------
Income before income taxes 717 2,028 (1,311) (65)%
- --------------------------------------------------------------------------------
Income tax expense 205 820 (615) (75)%
- --------------------------------------------------------------------------------
Net income $ 512 $ 1,208 $ (696) (58)%
================================================================================
Net interest income
Interest income $ 5,811 $ 3,297 $ 2,514 76%
Interest expense 4,173 2,133 2,040 96%
- --------------------------------------------------------------------------------
Net interest income $ 1,638 $ 1,164 $ 474 41%
================================================================================
</TABLE>
<PAGE>
<PAGE>
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 Month Period Ended March 31, 1995 and March 25, 1994
Net Income
Net income for the quarter ended March 31, 1995 was $0.5 million or $0.11
per share compared to $1.2 million or $0.27 per share a year ago. Net revenues
for the second quarter of fiscal year 1995 were $23.7 million compared to $25.0
million in the prior period. This decrease was a result of fewer offerings of
municipal and corporate securities, which affected all business units. The
decline in investment banking revenues was partially offset by an increase in
principal transactions revenues, which was primarily a result of personnel
upgrades in the municipal institutional sales group. Also, the firm has
continued its investment in people and technology. These investments are
critical for the firm's long-term success, but will have negative impact on
short-term quarterly results.
Commissions
Commission revenues decreased $0.7 million or 8% in this year's second
quarter, resulting from a decrease in mutual funds commission revenues of $1.1
million or 37%. Commission revenues from listed transactions increased $0.4
million or 9%.
Principal Transactions
Principal transactions increased $1.7 million or 18% in this year's second
quarter. This increase was due to an increase in municipal bonds (primarily
institutional) of $2.7 million, an increase in taxable fixed income securities
of $0.2 million, a decrease in equity securities of $0.3 million, and a decrease
in investment income of $0.9 million. The decrease in investment income was the
result of an unrealized gain of $1.1 million recorded in the second quarter of
fiscal 1994 due to the Company's investment in a firm which completed an initial
public offering in February 1994.
<PAGE>
<PAGE>
Investment Banking
Investment banking revenues decreased $3.1 million or 60% in this year's
second quarter. Revenues from selling concessions decreased $1.9 million
(equities decreased $1.4 million and municipal bonds decreased $0.5 million),
underwriting fees decreased $0.1 million, and investment banking fees decreased
$1.1 million (municipal finance fees decreased $0.5 million and corporate
finance fees decreased $0.6 million).
Net Interest Income
Net interest income increased $0.5 million or 41% due primarily to
increased revenues from customer margin balances.
Compensation and Benefits
Compensation and benefits decreased $0.4 million or 2%. Sales-related
compensation decreased $1.5 million due primarily to the decrease in revenues,
salaries increased $0.9 million, and benefits increased $0.2 million.
Income Taxes
Income taxes decreased $0.6 million or 75% in this year's second quarter
due to a decrease in pre-tax earnings. The Company's effective tax rate
decreased to 29% from 40% as a result of an increased proportion of tax exempt
income to income before taxes.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS COMPARISON OF 1995 VS. 1994
===============================================================================
1995 vs.
Six Months Ended 1994 Percentage
March 31, March 25, Increase Increase
(In thousands of dollars) 1995 1994 (Decrease) (Decrease)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues
Commissions $ 13,925 $ 16,876 $ (2,951) (17)%
Principal transactions 21,568 19,041 2,527 13%
Investment banking 5,802 10,815 (5,013) (46)%
Interest income 12,048 7,077 4,971 70%
Fees and others 3,366 3,094 272 9%
- --------------------------------------------------------------------------------
Total revenues 56,709 56,903 (194) 0%
Interest expense 8,724 4,561 4,163 91%
- --------------------------------------------------------------------------------
Net Revenues 47,985 52,342 (4,357) (8)%
- --------------------------------------------------------------------------------
Expenses (excluding interest)
Compensation and
benefits 33,389 35,336 (1,947) (6)%
Clearing, settlement
and brokerage cost 1,001 983 18 2%
Communications and
data processing 3,541 3,468 173 5%
Occupancy and
depreciation 3,278 2,745 532 19%
Selling 2,304 2,337 (33) (1)%
Other 2,376 2,466 (90) (4)%
- --------------------------------------------------------------------------------
Total expenses
(excluding interest) 45,989 47,336 (1,347) (3)%
- --------------------------------------------------------------------------------
Income before income taxes 1,996 5,006 (3,010) (60)%
- --------------------------------------------------------------------------------
Income tax expense 641 2,036 (1,395) (69)%
- --------------------------------------------------------------------------------
Net income $ 1,355 $ 2,970 $ (1,615) (54)%
================================================================================
Net interest income
Interest income $ 12,048 $ 7,077 $ 4,971 70%
Interest expense 8,724 4,561 4,163 91%
- --------------------------------------------------------------------------------
Net interest income $ 3,324 $ 2,516 $ 808 32%
================================================================================
</TABLE>
<PAGE>
<PAGE>
Six Month Period Ended March 31, 1995 and March 25, 1994
Net Income
Net income for the six months ended March 31, 1995 was $1.4 million or
$0.30 per share compared to $3 million or $0.66 per share earned in last year's
same six month period.
Commissions
Commission revenues decreased $3 million or 17% in this year's first six
months resulting from a decrease in mutual funds commission revenues of $2.7
million or 43%.
Principal Transactions
Principal transactions increased $2.5 million or 13% in this year's first
six months. This increase was due to an increase in municipal bonds (primarily
institutional) of $5.4 million, a decrease in taxable fixed income securities of
$1.6 million, a decrease in equity securities of $0.6 million, and a decrease in
investment income of $0.5 million. The decrease in investment income was
primarily the result of an unrealized gain of $1.1 million recorded in the
second quarter of fiscal 1994 due to the Company's investment in a firm which
completed an initial public offering in February 1994.
Investment Banking
Investment banking revenues decreased $5 million or 46% in this year's six
months. Revenues from selling concessions decreased $3.6 million (equities
decreased $2.8 million while municipal bonds decreased $0.8 million),
underwriting fees decreased $0.5 million (primarily equities), and investment
banking fees decreased $0.9 million (corporate finance fees decreased $0.2
million, while municipal finance fees decreased $0.7 million).
Net Interest Income
Net interest income increased $0.9 million or 32% due primarily to
increased revenues from customer margin balances.
Compensation and Benefits
Compensation and benefits decreased $1.9 million or 6%. Sales-related
compensation decreased $4.1 million due primarily to the decrease in revenues,
salaries increased $1.8 million, and benefits increased $0.4 million.
Occupancy and depreciation
Occupancy and depreciation expense increased $0.5 million or 19% in this
year's first six months primarily as a result of our increased investment in new
automated systems.
Income Taxes
Income taxes decreased $1.4 million or 69% in this year's first six months
due to a decrease in pre-tax earnings. The Company's effective tax rate
decreased to 32% from 41% as a result of an increased proportion of tax exempt
interest income to income before taxes.
<PAGE>
<PAGE>
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, 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. Receivables from others
decreased due primarily to a decrease in the adjustment to record securities
owned on a trade date basis (See Note 3). Short-term bank loans and payables to
others increased due primarily to an increase in securities owned. The Company's
broker-dealer subsidiaries--First Albany Corporation and Northeast Brokerage
Services Corp.--at March 31, 1995 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 $120,000,000 of which
approximately $78,987,000 were unused as of March 31, 1995--will provide
sufficient resources to meet present and reasonably foreseeable short-term
financial needs.
On October 27, 1994, 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 23, 1994 to shareholders of record on
November 9, 1994.
On January 24, 1995, the Board of Directors declared the regular quarterly
dividend of $0.05 per share for the first quarter, ended December 31, 1994,
payable on February 21, 1995 to shareholders of record on February 7, 1995.
On April 22, 1995, the Board of Directors declared the regular quarterly
dividend of $0.05 per share for the second quarter, ended March 31, 1995, along
with a 5% stock dividend. Both payable on May 22, 1995 to shareholders of record
on May 8, 1995.
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.
<PAGE>
<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. Certain of these are
class actions which seek unspecified damages that 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 to result in adverse
dispositions. Although further losses are possible, the opinion of management,
based upon the advice of its attorneys and general counsel, is that such
litigation will not, in the aggregate, have a material adverse effect on the
Company's liquidity or financial position, although it could have a material
effect on quarterly or annual operating results in the period in which it is
resolved.
Item 4. Submission of matters to a vote of security holders.
A. Annual meeting was held on March 7, 1995
B. Elected as Directors:
George C. McNamee
Alan P. Goldberg
Daniel V. McNamee, III
Robert F. Vagt
J. Anthony Boeckh
Honorable Hugh L. Carey
Hugh A. Johnson, Jr.
Benaree P. Wiley
Charles L. Schwager
C. Other matters voted on at Annual Meeting
1. Ratified the selection of Coopers & Lybrand L.L.P. as
independent auditors of the Company for the fiscal year
ending September 29, 1995.
Item 5. Management and Transactions with Management.
On March 12, 1995, Robert F. Vagt resigned as a Director of the
Company.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(11) Statement Re: Computations of per share earnings.
(27) Selected Financial Data Schedule BD
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed during the quarter
ended March 31, 1995.
<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: May 5, 1995 /s/ Alan P. Goldberg
------------- --------------------
Alan P. Goldberg
President/Director
Date: May 5, 1995 /s/ David J. Cunningham
------------- -----------------------
David J. Cunningham
Vice President and Chief Financial Officer
(Principal Accounting Officer)
<TABLE>
FIRST ALBANY COMPANIES INC.
COMPUTATION OF PER SHARE EARNINGS
===============================================================================================================
<CAPTION>
Three Months Ended Six Months Ended
(In thousands of dollars, except March 31, March 25, March 31, March 25,
per share amounts) 1995 1994 1995 1994
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Primary:
- ---------------------------------------------------------------------------------------------------------------
Net income $ 512 $ 1,208 $ 1,355 $2,970
===============================================================================================================
Weighted average number of shares
outstanding during the period** 4,278 4,265 4,255 4,278
Incremental shares under stock options computed under the treasury stock method
using the average market price
of the issuer's stock during the period 196 217 193 227
- ---------------------------------------------------------------------------------------------------------------
Weighted average shares and common
equivalent shares outstanding 4,474 4,482 4,448 4,505
===============================================================================================================
Net Income per share $ 0.11 $ 0.27 $ 0.30 $ 0.66
===============================================================================================================
Fully Diluted:
- ---------------------------------------------------------------------------------------------------------------
Net income $ 512 $ 1,208 $ 1,355 $ 2,970
===============================================================================================================
Weighted average number of shares
outstanding during the period<F1>** 4,278 4,265 4,255 4,278
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 199 217 195 227
at the end of the period
- ---------------------------------------------------------------------------------------------------------------
Weighted average shares and common
equivalent shares outstanding 4,477 4,482 4,450 4,505
===============================================================================================================
Net Income per share $ 0.11 $ 0.27 $ 0.30 $ 0.66
===============================================================================================================
<FN>
<F1>**Per share figures and shares outstanding have been restated for all dividends
declared, including the May 1995 5% stock dividend.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> BD
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-END> MAR-31-1995
<CASH> 2949
<RECEIVABLES> 98641
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 244333
<INSTRUMENTS-OWNED> 50609
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