UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-10592 January 25, 1995 January 17, 1995 Date of Report Date of earliest event reported TrustCo Bank Corp NY (Exact name of registrant as specified in its charter) New York 14-1630287 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 192 Erie Boulevard, Schenectady, New York 12305 (Address of principal executive offices) Registrant's telephone number, including area code: (518) 377-3311 320 State Street, Schenectady, NY 12305 (Former name or former address, if changed since last report) Item 5. Other Events On January 17, 1995, TrustCo Bank Corp NY ( TrustCo ) issued its press release with the year-end December 31, 1994, results. Attached is a copy of that press release on Exhibit 99(a) and incorporated herein by this reference. William F. Terry Senior Vice President and Secretary (518) 381-3611 For Immediate Release: Schenectady, New York -- January 17, 1995 TrustCo today reported record earnings for the fourth quarter and for the full year 1994. Net income for the year amounted to $22,888,000, an increase of 13 percent over 1993. As a result, earnings per share for 1994 were $1.54, compared to $1.37 per share in 1993. Net income for the fourth quarter of 1994 also achieved a record level of $6,202,000 or $0.42 per share, compared to $5,383,000 and $0.36 per share for the comparable period in 1993. Making the announcement was Robert A. McCormick, President and Chief Executive Officer. "As we expected, the entire year of 1994 showed strong improvements in fundamental core earnings performance at TrustCo," said Mr. McCormick, "and the earnings momentum of our record fourth quarter results should continue into 1995. Throughout 1994, we stressed the importance of increasing our net interest margins, improving the reserve coverage of our nonperforming assets, achieving increased efficiencies in our operations, and expanding our deposit base. In each of these areas, 1994 was a banner year. Specifically, we have achieved: An increase in our net interest margin from 4.04% for 1993 to 4.26% for 1994 and a net interest margin for the fourth quarter 1994 of 4.55%. The fourth quarter net interest margin is especially important because it's that number that will carry forward into 1995, and help us to achieve the increase in net income that our shareholders have come to expect from TrustCo. A reserve for loan losses that provides us a 14 times coverage of our non-performing loans at year-end 1994. The balance of the nonperforming assets has decreased from approximately $21 million at year end 1993 to $17 million at year end 1994. An efficiency ratio for the entire year of 1994 of 41.82% and for the fourth quarter of 1994 of 42.49%. By any measure, these ratios of operating efficiencies are world class and an industry leader. An increase in our average deposit balances from $1.77 billion in 1993 to $1.81 billion in 1994. This is especially noteworthy in light of the current industry trend of declines in bank deposits." Mr. McCormick also took this opportunity to announce the opening of TrustCo's newest branch in Hudson Falls, New York, which is scheduled to open during the first quarter of 1995. Commenting on the state of banking today, McCormick noted, "TrustCo has been able to report superior performance for the last 10 years by steering away from exotic products and services such as derivative investments, and keeping to core banking products. At year-end 1994, we had $263 million of extremely short-term liquidity, which we can redeploy into either investments or loans and thereby take advantage of the higher rates that are currently available." The results announced today by TrustCo represent a return on average equity of 17%, and mark the achievement of a goal established by TrustCo over two years ago. "We establish stretch goals for our company, then put into place all the fundamentals needed to achieve those goals. The employees of TrustCo understand that return on equity is the single most important measurement of our performance and they are totally dedicated to achieving increases in that ratio." On average for 1994, TrustCo increased the balance of earning assets from $1.8 billion in 1993 to $1.9 billion in 1994, with the majority of the increased balances coming from the loan portfolio. Taxable equivalent interest income grew by 5%, as a result of a combination of the increased asset balances and an increase in the average yield on earning assets to 7.45%. Interest bearing liabilities increased to $1.7 billion, and carried an average yield of 3.50%. TrustCo is a $2 billion bank holding company, and through its subsidiary bank, Trustco Bank New York, operates 43 bank offices in Albany, Columbia, Greene, Rensselaer, Saratoga, Schenectady, Warren and Washington Counties. In addition, the bank operates a full service Trust Department that has $634 million of assets under management. The common shares of TrustCo are traded on the NASDAQ National Market System under the ticker symbol TRST. FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Three Months Ended 12/31/94 09/30/94 12/31/93 Summary of Operations Net interest income (TE) $21,408 $21,232 18,051 Provision for loan losses 1,565 2,778 2,286 Net gain/(loss) from securities transactions (2,526) (2,479) 2,244 Noninterest income 3,336 3,317 3,696 Noninterest expense 10,744 9,599 13,037 Net income 6,202 5,914 5,383 Per Common Share (5) Net income $0.42 $0.40 $0.36 Cash dividends 0.28 0.25 0.23 Book value at period end 9.53 9.35 8.93 Market price at period end 20.75 21.25 20.68 At period end Full time equivalent employees 435 415 458 Full service banking offices 43 43 43 Performance ratios Return on average assets 1.25% 1.17% 1.09% Return on average equity (1) 17.84% 17.45% 16.49% Efficiency (2) 42.49% 38.57% 42.86% Overhead (3) 33.52% 28.97% 31.16% Net interest spread (TE) 4.23% 4.15% 3.60% Net interest margin (TE) 4.55% 4.44% 3.90% Dividend payout ratio 66.05% 63.14% 62.80% Capital ratios at period end Total equity to assets 7.05% 6.87% 6.59% Tier 1 risk adjusted capital 12.08% 12.01% 12.18% Total risk adjusted capital 13.35% 13.29% 13.45% Asset quality analysis at period end Nonperforming loans to total loans 0.24% 0.21% 0.18% Nonperforming assets to total assets 0.86% 0.87% 1.07% Allowance for loan losses to total loans 3.37% 3.45% 3.21% Coverage ratio (4) 14.0 X 16.4 X 18.2 X (1) Average equity excludes the effect of the market value adjustment for securities available for sale. (2) Calculated as noninterest expense (excluding ORE expense and any nonrecurring charges) divided by taxable equivalent net interest income plus noninterest income (excluding ORE income and net securities transactions). (3) Calculated as noninterest expense (excluding ORE expense and nonrecurring charges) less noninterest income (excluding ORE income and net securities transactions) (4) Calculated as allowance for loan losses divided by total nonperforming loans. (5) Per share data has been adjusted for the 10% stock dividend effective October 1, 1994. The 1993 per share data has been adjusted for a 2 for 1 stock split. TE = Taxable equivalent. Twelve Months Ended 12/31/94 12/31/93 Summary of Operations Net interest income (TE) $81,117 $74,049 Provision for loan losses 8,056 11,576 Net gain/(loss) from securities transactions (8,877) 6,239 Noninterest income 13,437 12,937 Noninterest expense 40,560 43,502 Net income 22,888 20,325 Per Common Share (5) Net income $1.54 $1.37 Cash dividends 0.98 0.80 Book value at period end 9.53 8.93 Market price at period end 20.75 20.68 Performance ratios Return on average assets 1.15% 1.04% Return on average equity (1) 17.01% 16.18% Efficiency (2) 41.82% 44.63% Overhead (3) 32.18% 34.96% Net interest spread (TE) 3.95% 3.76% Net interest margin (TE) 4.26% 4.04% Dividend payout ratio 63.71% 57.93% CONSOLIDATED BALANCE SHEETS (dollars in thousands) 12/31/94 12/31/93 ASSETS Loans,net $1,113,781 $1,026,561 Trading securities 0 2,106 Securities available for sale 117,458 240,716 Investment securities 347,858 416,806 Federal funds sold 263,000 149,000 ---------------------------- Total earning assets 1,842,097 1,835,189 Cash and due from banks 52,479 50,977 Bank premises and equipment 23,877 24,893 Other assets 57,224 60,239 ---------------------------- Total assets $1,975,677 $1,971,298 ============================ LIABILITIES Deposits: Demand $93,496 $96,034 Savings 911,629 970,407 Money Market 92,965 110,630 Certificates of deposit > $100 thou 62,511 42,358 Other time deposits 629,230 574,803 ---------------------------- Total deposits 1,789,831 1,794,232 Short-term borrowings 12,713 18,323 Long-term debt 3,550 2,750 Other liabilities 30,300 26,113 ---------------------------- Total liabilities 1,836,394 1,841,418 SHAREHOLDERS' EQUITY 139,283 129,880 ---------------------------- Total liabilities and shareholders' equity $1,975,677 $1,971,298 ============================ Number of common shares outstanding 14,617,426 13,223,478 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share amounts) Three Months Ended 12/31/94 09/30/94 12/31/93 Interest income Loans $25,136 $23,961 $21,565 Investments 7,755 9,838 9,588 Federal funds sold 3,766 2,416 1,348 ------------------------------------------ Total interest income 36,657 36,215 32,501 Interest expense Deposits 15,455 15,164 14,762 Borrowings 166 178 118 ------------------------------------------ Total interest expense 15,621 15,342 14,880 ------------------------------------------ Net interest income 21,036 20,873 17,621 Provision for loan losses 1,565 2,778 2,286 Net interest income after ------------------------------------------ provision for loan losses 19,471 18,095 15,335 Net gain/(loss) from securities transactions (2,526) (2,479) 2,244 Noninterest income 3,336 3,317 3,696 Noninterest expense 10,744 9,599 13,037 ------------------------------------------ Income before income taxes 9,537 9,334 8,238 Income tax expense 3,335 3,420 2,855 ------------------------------------------ Net income 6,202 5,914 5,383 ========================================== Net income per share $0.42 $0.40 $0.36 Avg equivalent shares outstanding, in thousands 14,897 14,937 14,875 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share amounts) Twelve Months Ended 12/31/94 12/31/93 Interest income Loans $93,873 $86,965 Investments 37,351 41,780 Federal funds sold 9,058 4,912 ---------------------------- Total interest income 140,282 133,657 Interest expense Deposits 60,034 60,882 Borrowings 664 737 ---------------------------- Total interest expense 60,698 61,619 ---------------------------- Net interest income 79,584 72,038 Provision for loan losses 8,056 11,576 ---------------------------- Net interest income after provision for loan losses 71,528 60,462 Net gain/(loss) from securities transactions (8,877) 6,239 Noninterest income 13,437 12,937 Noninterest expense 40,560 43,502 ---------------------------- Income before income taxes 35,528 36,136 Income tax expense 12,640 12,516 ---------------------------- Income before cumulative effect of a change in accounting principle 22,888 23,620 Cumulative effect of chng in acctg principle -- (3,295) ---------------------------- Net income $22,888 $20,325 ============================ Net income per share $1.54 $1.37 Avg equivalent shares outstanding, in thousands 14,886 14,803 CONSOLIDATED AVERAGE BALANCE SHEETS (in thousands) Three Months Ended 12/31/94 09/30/94 12/31/93 Total assets $1,974,105 $2,011,019 $1,956,736 Shareholders' equity 137,641 134,657 129,513 Interest earning assets 1,884,459 1,916,701 1,855,711 Interest bearing liabilities 1,711,536 1,752,456 1,696,858 CONSOLIDATED AVERAGE BALANCE SHEETS (in thousands) Twelve Months Ended 12/31/94 12/31/93 Total assets $1,994,497 $1,946,715 Shareholders' equity 136,977 125,648 Interest earning assets 1,902,686 1,834,851 Interest bearing liabilities 1,735,483 1,696,085 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: January 25, 1995 TrustCo Bank Corp NY (Registrant) By: /s/Robert A. McCormick Robert A. McCormick President and Chief Executive Officer