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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2000 Commission file number 014140

F I R S T   A L B A N Y   C O M P A N I E S   I N C .
(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.)  
     
30 S. Pearl Street, Albany, New York

  12207

(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code (518) 447-8500

Securities registered pursuant to Section 12(b) of the Act:

    Name of each exchange on
Title of each class   which registered
none

  none

Securities registered pursuant to Section 12(g) of the Act:

Common stock par value $.01 per share

(Title of class)

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.   Yes            X                No                                 

Indicate by check mark if disclosure of delinquent filers pursuant to Item  405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [  ].

As of March 15, 2001, 7,531,571 shares, par value $.01 per share, were outstanding.  The aggregate market value of the shares of common stock of the Registrant held by non-affiliates (based upon the closing price of Registrant's shares as reported on the NASDAQ system on March 15, 2001, which was $9.00) was approximately $45,554,184.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive proxy statement to be filed with the Securities and Exchange Commission are incorporated by reference into Part III.

 

Part I

Item 1.  Business

First Albany Companies, Inc. (the “Company”) is the parent Company of First Albany Corporation (“First Albany”), First Albany Asset Management Corporation and FA Technology Ventures Corporation. First Albany is a research driven investment banking and capital markets boutique providing corporate and public finance services and the trading of corporate, government and municipal securities for institutions. First Albany Asset Management Corporation is an investment adviser managing the assets of institutions and individuals. FA Technology Ventures Corporation manages private equity funds, providing venture financing to emerging growth companies.

In August, 2000 First Albany divested its retail brokerage operation, the Private Client Group, and became an institutionally-focused investment banking and capital markets boutique.  The operating results of the Private Client Group are reported as discontinued operations on a net income basis.

First Albany operates a total of 20 offices in 12 states.  First Albany's executive office is located in Albany, New York.

The Company (formed in 1985) and First Albany (formed in 1953) are New York corporations.  First Albany is a member of the New York Stock Exchange, Inc. ("NYSE"), the American Stock Exchange, Inc. ("ASE"), and the Boston Stock Exchange, Inc. ("BSE") and is registered as a broker-dealer with the Securities and Exchange Commission ("SEC").  First Albany is also a member of the National Association of Securities Dealers, Inc. ("NASD") and the Securities Investor Protection Corporation ("SIPC"), which insures customer funds and securities deposited with a broker-dealer up to $500,000 per customer, with a limitation of $100,000 on claims for cash balances.  First Albany has obtained additional coverage of $24,500,000 per account from National Union, a wholly owned subsidiary of American International Group (AIG), America’s largest commercial insurer.  Both companies are rated A+15 (highest rating) by A.M. Best.

Sources of Revenues

A breakdown of the amount and percentage of revenues from each principal source for the periods indicated follows (excludes discontinued operations):

   

For the Years Ended

    December 31, December 31, December 31,
   

2000

1999

1998

   

Amount

Percent

Amount

Percent

Amount

Percent

(In thousands of dollars)            
Securities commissions:            
  Listed $16,545 8.6% $13,920 9.0% $10,242 7.3%
  Over-the-counter 581 0.3% 523 0.3% 446 0.3%
  Options 86 0.0% 75 0.0% 77 0.1%
  Mutual funds 272 0.1% 232 0.2% 214 0.2%
  Other 170 0.1% 212 0.1% (1) 0.0%
   Sub-total

17,654

9.1%

14,962

9.6%

10,978

7.9%

Principal transactions 58,421 30.1% 50,979 32.8% 48,630 35.0%
Investment banking 33,741 17.4% 29,679 19.1% 27,450 19.8%
Investment (losses) gains (669) (0.3)% (1,749) (1.1)% 3,391 2.4%
Fees and other

4,761

2.5%

4,584

2.9%

3,681

2.6%

  Total operating revenues

113,908

58.8%

98,455

63.3%

94,130

67.7%

Interest income

79,920

41.2%

57,088

36.7%

44,849

32.3%

   Total revenues

$193,828

100.0%

$155,543

100.0%

$138,979

100.0%

 

Securities Commissions

In executing customers' orders to buy or sell listed securities and securities in which it does not make a market, First Albany generally acts as an agent and charges a commission.

Principal Transactions

First Albany buys and maintains inventories of municipal debt (tax-exempt and taxable), corporate debt, convertible securities and equity securities as a "market maker" for sale of those securities to other dealers and to customers.  As of December 31, 2000, First Albany made a market in 133 common stocks quoted on National Association of Securities Dealers Automated Quotation ("NASDAQ").  First Albany also trades tax-exempt and, beginning in 1999, taxable municipal bonds, and taxable debt securities, including U.S. Treasury bills, notes, and bonds; U.S. Government agency notes and bonds; bank certificates of deposit; mortgage-backed securities; and corporate obligations.  Principal transactions have been a significant source of revenue and should continue to be so in the future.

First Albany also has an institutional municipal risk trading operation, in which certain inventory positions are hedged by highly liquid future contracts and U.S. Government Securities.  Most of the inventory positions are carried for the purpose of generating sales by institutional salesforce.  First Albany's trading activities require the commitment of capital and may place First Albany's capital at risk.  All inventory positions are marked to the market at a minimum on a monthly basis.  The following table sets forth the highest, lowest, and average month-end inventories (including the net of securities owned and securities sold, but not yet purchased) for calendar 2000 by securities category where First Albany acted as principal.

 

    Highest Lowest Average
(In thousands of dollars)

Inventory

Inventory

Inventory

State and municipal bonds $145,796 $90,450 $117,055
Corporate obligations 46,164 23,220 31,639
Corporate stocks 7,551 510 4,633
U.S. Government and federal agencies obligations

(26,569)

(55,613)

(38,438)

Underwriting and Investment Banking

First Albany manages, co-manages, and participates in municipal and corporate securities offerings.  For the periods indicated, the table below highlights the number and dollar amount of corporate and municipal securities offerings managed or co-managed by First Albany and the number and amount of First Albany's underwriting participations in syndicates, including those managed or co-managed by First Albany:

  Corporate Stock and Bond Offerings

   

Managed or Co-Managed

Syndicate Participations

Year Number of Amount of Number of Amount of
Ended

Issues

Offering

Participations

Participation

  (In thousands of dollars)
December  2000 14 $2,226,350 78 $246,503
December  1999 19 1,648,114 173 302,440
December  1998 10 636,660 108 166,582

 

  Municipal Bond Offerings

   

Managed or Co-Managed

Syndicate Participations

Year Number of Dollar Number of Dollar
Ended

Issues

Amount

Participations

Amount

  (In thousands of dollars)
December  2000 265 $21,950,526 279 $3,100,034
December  1999 289 27,686,276 331 3,626,019
December  1998 344 39,681,183 380 4,672,904

Participation in an underwriting syndicate or selling group involves both economic and regulatory risks.  An underwriter or selling group member may incur losses if it is forced to resell the securities it has committed to purchase at less than the agreed-upon purchase price.

Operations, Clearing, and Systems

First Albany's operations include: execution of orders; processing of transactions; receipt, identification, and delivery of funds and securities; custody of customers' securities; internal financial control; and compliance with regulatory and legal requirements.

The volume of transactions handled by the operations staff fluctuates substantially.  The monthly number of purchase and sale transactions processed for the periods indicated were as follows:

  Number of Monthly
  Transactions

Year Ended

High

Low

Average

December  2000 208,268 51,362 111,779
December  1999 161,208 81,899 113,817
December  1998 122,150 73,369 93,375

First Albany has established internal controls and safeguards to help prevent securities theft, including use of depositories and periodic securities counts.  As required by the NYSE and other regulatory authorities, First Albany carries fidelity bonds covering loss or theft of securities as well as embezzlement and forgery.

First Albany clears its own securities transactions and posts to its books and records daily.  Periodic reviews of controls are conducted, and administrative and operations personnel meet frequently with management to review operating conditions.  Operations, compliance, internal audit, and legal personnel monitor compliance with applicable laws, rules, and regulations.

Research

First Albany maintains a professional staff of equity and fixed income analysts.  Research is focused on several industry sectors, including  technology, financial services, energy and alternative energy.  First Albany employs 16 senior analysts who support First Albany's institutional equities and corporate finance activities, and 7 analysts who support its fixed income activities.

First Albany’s scope of research in the technology sector is enhanced by maintaining a strategic alliance with the META Group, Inc. ("META").  META, an independent market assessment company, provides research and analysis of developments and trends in information technology ("IT"), including computer hardware, software, communications and related information technology industries, to both IT users and IT vendors.  The alliance with META enables First Albany to provide investors with market sector analysis insights drawn from META’s data bank of technology trends, user experiences, and vendor pricing and negotiating tactics.

Research services include review and analysis of the economy; general market conditions; technology trends, industries and specific companies via both fundamental and technical analyses; recommendations of specific action with regard to industries and specific companies; and responses to inquiries from customers.

Employees

At December 31, 2000, the Company had 421 full-time employees, of which 111 were institutional salespeople and institutional traders, 203 were in other revenue producing positions, 25 were in operations, and 82 were in other support and administrative functions.

Salespeople, traders, bankers and others are required to take examinations given by the NASD and approved by the NYSE and all principal exchanges as well as state securities authorities in order to be registered. There is intense competition among securities firms for salespeople, traders, investment bankers and research analysts with proven production records.  The Company considers its employee relations to be good and believes that its compensation and employee benefits are competitive with those offered by other securities firms.  None of the Company's employees are covered by a collective bargaining agreement.

Competition

First Albany is engaged in a highly competitive business.  Its competition includes, with respect to one or more aspects of its business, all of the member organizations of the NYSE and other registered securities exchanges, all members of the NASD, members of the various commodity exchanges, and commercial banks and thrift institutions. Many of these organizations are national firms and have substantially greater financial and human resources than First Albany. In many instances, First Albany is competing directly with such organizations. The Company believes that the principal factors affecting competition for the securities industry are the quality and ability of professional personnel and relative prices of services and products offered.

Regulation

The securities industry in the United States is subject to extensive regulation under federal and state laws.  The SEC is the federal agency charged with administration of the federal securities laws.  Much of the regulation of broker-dealers, however, has been delegated to self-regulatory organizations, principally the NASD and the national securities exchanges.  These self-regulatory organizations adopt rules (subject to approval by the SEC) which govern the industry and conduct periodic examinations of member broker-dealers.  Securities firms are also subject to regulation by state securities commissions in the states in which they are registered.  First Albany is currently registered as a broker-dealer in 50 states, the District of Columbia and Puerto Rico.

The regulations to which broker-dealers are subject cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, capital structure of securities firms, recordkeeping, and conduct of directors, officers, and employees.  Additional legislation, changes in rules promulgated by the SEC and by self-regulatory organizations, or changes in the interpretation or enforcement of existing laws and rules often directly affect the method of operation and profitability of broker-dealers.  The SEC, self-regulatory organizations, and state security regulators may conduct administrative proceedings which can result in censure, fine, suspension, or expulsion of a broker-dealer, its officers, or employees.  The principal purpose of regulation and discipline of broker-dealers is the protection of customers and the securities markets rather than protection of creditors and stockholders of broker-dealers.

Net Capital Requirements

As a broker-dealer and member of the NYSE, First Albany is subject to the Uniform Net Capital Rule promulgated by the SEC. The rule is designed to measure the general financial condition and liquidity of a broker-dealer, and it imposes a minimum amount of net capital requirement deemed necessary to meet the broker-dealer's continuing commitments to its customers.

A broker-dealer is required to maintain certain net capital standards.  Compliance with the Net Capital Rule may limit those operations which require the use of its capital for purposes, such as maintaining the inventory required for a firm trading in securities, underwriting securities, and financing customer margin account balances.  Net capital and aggregate debit balances change from day to day and, at December 31, 2000, First Albany's net capital was $37,541,000 which was 307.5% of aggregate debit balances (2% minimum requirement) and $37,291,000 in excess of required minimum net capital.

Item 2.  Properties

As of March 2001, the Company had a total of 20 Institutional (including Investment Banking, Institutional Sales and Trading) offices in 12 states, all of which are leased or rented.  The Company's executive offices are located at 30 South Pearl Street, Albany, New York.  First Albany Asset Management Corporation (“FAAM”) has offices in Albany, NY and Chicago, IL.  FA Technology Ventures Corporation (“FATV”) has offices in Albany, NY, and Boston, MA.  The order entry, trading, research, information technology (“IT”), operations, and accounting activities are centralized in the Albany office.  The offices at 30 South Pearl Street are operated under a lease which currently expires in the year 2004.  All other offices are subject to lease or rental agreements that expire at various times through 2008. These leases, in the opinion of management, are sufficient to meet the needs of the Company.  A list of locations are as follows:

Albany, NY Dallas, TX Rancho Sante Fe, CA
 Institutional, FAAM, FATV  Institutional  Institutional
 IT, Research, Back Office    
  Denver, CO  
Bonita Springs, FL  Institutional Richmond (Glen Allen),VA
 Institutional    Institutional
  Hartford, CT  
Boston, MA  Institutional San Francisco, CA
 Institutional, FATV    Institutional
 IT, Research Los Angeles, CA  
   Institutional  
Burlingame, CA   Sewickley, PA
 Research Minneapolis, MN  Institutional
   Institutional  
Chadds Ford, PA   Stamford, CT
 Institutional Morristown, NJ  Research
   Institutional  
Chicago, IL   Wellesley, MA
29 North Wacker Dr. New York, NY  Institutional
 Institutional  IT, Research, Back Office  
500 West Madison Ave. Institutional  
 Institutional, FAAM    
     

Item 3.  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 that 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 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.
          None.

 

PART II

Item 5.  Market for the Registrant's Common Equity and Related Stockholder Matters

The Company's common stock trades on the NASDAQ Stock Market under the symbol "FACT".  As of   March 6, 2001 there were approximately 2,325 holders of record of the Company’s common stock.  The following table sets forth the high and low bid quotations for the common stock as adjusted for subsequent stock dividends, along with cash dividends during each quarter for the fiscal years ended:

December 31, 2000

Quarters Ended

 Stock Price Range

Mar. 31

June 30

Sept. 30

Dec. 31

        High $38 1/2 $31 1/4 $21 5/8 $14 1/4
        Low $12 7/8 $17 1/4 $14 5/8 $6 7/8
         
 Cash Dividend per Share $0.05 $0.05 $0.05 $0.05
         
December 31, 1999

Quarters Ended

 Stock Price Range

Mar. 31

June 30

Sept. 30

Dec. 31

        High $12 3/8 $15 1/2 $18 1/8 $17 7/8
        Low $8 1/4 $10 3/8 $13 3/4 $11 3/8
         
Cash Dividend per Share $0.05 $0.05 $0.05 $0.05
         
December 31, 1998

Quarters Ended

 Stock Price Range

Mar. 27

June 26

Sept. 25

Dec. 31

        High $12 3/8 $11 3/4 $11 1/2 $10 1/4
        Low $9 5/8 $10 3/8 $8 $6 3/4
         
 Cash Dividend per Share $0.05 $0.05 $0.05 $0.05

 

          In October 2000, the Board of Directors authorized a stock repurchase program of up to 1.5 million shares of its outstanding common stock.  Under the program, the Company may periodically repurchase shares on the open market at prevailing market prices or in privately negotiated transactions from time to time over the next 18 months.  Shares purchased under the program will be held in treasury and used for general corporate purposes.  During 2000, the Company repurchased approximately 217,000 shares pursuant to this program.

          In addition, during 2000, the Company repurchased 925,000 shares of common stock, most of which were from many of its former financial consultants, who were transferred to First Union Securities, Inc. The Company consummated the sale of its Private Client Group to First Union Securities, Inc. on August 4, 2000.

          During calendar 2000, the Company declared and paid four quarterly cash dividends totaling $.20 per share of common stock, and declared and issued two 5% common stock dividends.

          In January 2001, subsequent to the period reflected in this report, the Company declared the regular quarterly cash dividend of $0.05 per share payable on February 28, 2001 to shareholders of record on February 14, 2001.

 

First Albany Companies Inc.

FINANCIAL SUMMARY
(In thousands of dollars except per share amounts)

Item 6.  Selected Financial Data

The following selected financial data have been derived from the Consolidated Financial Statements of the Company.

  For the Years Ended

  Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
   For the years ended

2000

1999

1998

1997

1996

Operating Results          
Revenues:          
 Commissions $17,654 $14,962 $10,978 $7,998 $7,274
 Principal transactions 58,421 50,979 48,630 39,114 37,142
 Investment banking 33,741 29,679 27,450 17,750 17,120
 Investment (losses) gains (669) (1,749) 3,391 888 2,344
 Fees and other

4,761

4,584

3,681

3,329

6,726

 Operating revenues 113,908 98,455 94,130 69,079 70,606
 Interest income

79,920

57,088

44,849

43,828

31,090

 Total revenues 193,828 155,543 138,979 112,907 101,696
 Interest expense

73,205

51,546

39,639

38,367

25,784

 Net revenues

120,623

103,997

99,340

74,540

75,912

Expenses (excluding interest):          
 Compensation and benefits 90,541 82,325 71,797 55,370 49,208
 Clearing, settlement and brokerage
   costs
2,918 2,895 2,220 1,392 1,471
 Communications and data          
   processing 9,220 8,351 7,835 7,238 6,414
 Occupancy and depreciation 5,749 5,307 5,896 5,770 4,311
 Selling 6,320 5,474 4,550 4,909 4,505
 Other

4,034

4,370

3,546

4,192

4,937

 Total expenses (excl. interest)

118,782

108,722

95,844

78,871

70,846

           
Operating income (loss) 1,841 (4,725) 3,496 (4,331) 5,066
Equity in loss of affiliates

(6,202)

(3,629)

(1,488)

1,168

555

(Loss)income before income taxes (4,361) (8,354) 2008 (3,163) 5,621
Income tax (recovery) expense

(1,428)

(3,494)

186

(1,360)

2,042

(Loss) income from continuing   operations and before extraordinary
  gain
(2,933) (4,860) 1,822 (1,803)  3,579
Extraordinary gain, net of taxes       305  
Income from discontinued
   operations, net of taxes
422 5,273 2,516 3,454 1,921
Gain on sale of discontinued
   operations, net of taxes

22,799

   

   

   

   

Net income

$20,288

$413

$4,338

$1,956

$5,500

Per common share:          
 Earnings - basic $2.49 $0.05 $0.55 $0.25 $0.75
 Cash dividend 0.20 0.20 0.20 0.20 0.20
 Book value

8.72

6.52

6.05

5.70

5.63

Financial condition:

   

   

   

   

   

Total assets $646,125 $1,008,134 $842,898 $831,921 $675,785
Notes payable 2,933 5,480 4,750 7,271 4,583
Obligations under capital leases 2,591 4,917 3,688 3,088 1,426
Subordinated debt 6,000 7,500 7,500 7,500 5,000
Stockholders’ equity

66,106

53,116

48,408

44,548

42,274

 

 

FIRST ALBANY COMPANIES INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

BUSINESS ENVIRONMENT

   First Albany Corporation (First Albany), a wholly-owned subsidiary of First Albany Companies Inc. (the Company), is a broker-dealer registered with the Securities and Exchange Commission (SEC) and is a member of various exchanges and the National Association of Securities Dealers, Inc.  Its primary business includes the underwriting, distribution, and trading of fixed income and equity securities.  The investment banking and brokerage businesses earn 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.  This is a highly-competitive business.  Therefore, the Company's earnings, like those of others in the industry, reflect the activity in the markets and can fluctuate accordingly.

          The year 2000 was the first difficult year for the equity markets since 1994. Stock prices, as measured by the S&P 500 returned -9.2% and the Dow Jones Industrial Average returned -6.4%. The NASDAQ Composite Index, experiencing arguably a predictable retracement from the mania-like performance of 1999, returned -39.3%. While stocks were declining the credit markets provided a safe haven. The return for the Lehman Brothers government/corporate bond index was 11.9%. It is quite common to have negative returns from stocks and positive returns from bonds as part of the down part of a stock market-business- interest rate cycle.  As a result of the performance of the equity markets, many underwriting firms needed to postpone or cancel offerings during the last three quarters of the year.

          On May 9, 2000, the Company announced that it signed an agreement for the sale of the assets of its Private Client Group, its retail brokerage branch network, to First Union Securities, a subsidiary of First Union Corp.  The transaction closed on August 4, 2000.  The proceeds from this sale will be used to expand the Company’s investment banking, equity & fixed income capital markets, and venture capital operations, and buy back stock as well as to reduce outstanding bank debt.

          In 2000, The Company announced the formation of FA Technology Ventures, a venture capital investment company.  This company invests in early-to late-stage businesses focusing on Next Generation Information and Energy Technologies.

 

RESULTS OF OPERATIONS

      2000 vs.  
  Twelve Months Ended 1999  
  December 31, December 31, Increase Increase
(In thousands of dollars)

2000

1999

(Decrease)

(Decrease)

Revenues        
 Commissions $17,654 $14,962 $2,692 18%
 Principal transactions 58,421 50,979 7,442 15%
 Investment banking 33,741 29,679 4,062 14%
 Investment (loss) gain (669) (1,749) 1,080 62%
 Interest income 79,920 57,088 22,832 40%
 Fees and others

4,761