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 April 25, 1995 April 18, 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 April 18, 1995, TrustCo Bank Corp NY ( TrustCo ) issued its press release with the quarter-end March 31, 1995, 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 -- April 18, 1995 TrustCo today announced record first quarter earnings. Net income for the first quarter 1995 was $5,905,000, an increase of 11.5% over 1994. As a result, earnings per share for 1995 were $0.40, compared to $0.36 per share in 1994. Making the announcement was Robert A. McCormick, President and Chief Executive Officer. Taxable equivalent net interest income, the primary contributor to improved earnings performance, increased $2.9 million or 15.8% for the first quarter 1995 compared to 1994. Mr. McCormick noted "while many other financial institutions are witnessing dramatic reductions in their net interest margins, TrustCo has attained a net interest margin of 4.49% during the first quarter. Net interest income is the most significant element of net income, and when we can increase the margin, it bodes well for our continued ability to increase net income in the future." On an annualized basis the first quarter results represent a return on average equity of 17.11% in 1995, compared to 16.33% in 1994. Commenting on the increase in the return on average equity, Mr. McCormick noted "we have stated for a number of years that the most important measurement ratio for TrustCo is return on equity. We are striving for an 18% ratio for 1995, and believe that the first quarter s results are in line with attaining this level. Few banks in the country can compete with TrustCo in the sustained levels of returns we provide to our share- holders." Commenting on TrustCo's efficiency ratio, Mr. McCormick stated "effective cost control is a fundamental element in the way TrustCo operates. This is not a new fad or a slogan of the month. We truly believe in being the low cost provider of services in this area. The efficiency ratio is a reasonable indicator of how well costs are controlled in a banking franchise, and we are proud of how well our ratio stacks up against our competitors. For the first quarter our efficiency ratio was 44.58%, compared to 49.89% for last year." For the first quarter, TrustCo paid a cash dividend of $0.275 per share to all shareholders. As a percentage of TrustCo's first quarter net income, this amount represented a dividend payout ratio of 68.25%, one of the highest in the banking industry. Commenting on the significant dividends that TrustCo has historically paid to its shareholders, Mr. McCormick noted "We've said for years that we will not retain within TrustCo any capital in excess of that needed to run the Company. We have demonstrated this philosophy by increasing our quarterly dividends to shareholders for the last 18 years. TrustCo qualifies as a well capitalized bank for regulatory purposes. The amount of capital that we are retaining within the Company is sufficient to support our current plans for expansion, and I see no reason to deviate from the track record that has made us so successful in the past." During the first quarter, TrustCo opened two new branches, our Hudson Falls and Malta Mall locations. The opening of these branches marks the beginning of TrustCo's branch expansion program to add between 3 and 5 new branches each year. "The reception in the Hudson Falls and Malta communities to our new facilities has been tremendous. We are very pleased with both of these locations, and plan to continue this type of successful new branch development in the future. It is gratifying to see the positive reception TrustCo is receiving in these new market areas. It's apparent that we have a range of products and the right pricing that these communities need" noted Mr. McCormick. Also, during the first quarter TrustCo increased the reserve for loan losses to $41.6 million at March 31, 1995, compared to $36.2 million for the comparable period in 1994. The provision for loan losses charged to expense during the quarter was $3.6 million, almost double the expense recorded in 1994. Beginning January 1, 1995, the Financial Accounting Standards Board established a new accounting requirement Statement No. 114 "Accounting by Creditors for Impairment of a Loan." This new accounting requirement alters the method banks have of identifying, measuring and reporting non-performing loans and assets. For TrustCo the new requirement will have no impact on total non-performing assets, but will change the distribution of the balances between non-performing loans and real estate owned. All balances included in this release have been restated to comply with this new accounting requirement. Non-performing assets at March 31, 1995, are $23.2 million, an increase of $6.4 million from year end 1994. The increase is the result of two commercial properties which during 1995 have been identified as non-performing loans. Both of these loans are well collateralized and losses are not anticipated. Also, as of March 31, 1995, non-performing loans were $19.2 million, compared to $11.7 million at year end 1994. The increase in non-performing loans is attributable to the commercial properties noted above. As a percentage of loans, TrustCo's reserve for loan losses was 3.58% at March 31, 1995, compared to 3.34% at year-end 1994 and 3.27% at March 31, 1994. TrustCo is a $2 billion bank holding company and through its subsidiary bank, Trustco Bank, National Association, operates 45 bank offices in Albany, Columbia, Greene, Rensselaer, Saratoga, Schenectady, Warren and Washington counties. In addition, the bank operates a full service Trust Department with $664 million of assets under management. The common shares of TrustCo are traded on the NASDAQ National Market System under the ticker symbol TRST. TRUSTCO BANK CORP NY Page 1 FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Three Months Ended 03/31/95 12/31/94 03/31/94 Summary of Operations Net interest income (TE) $21,343 21,408 18,428 Provision for loan losses 3,573 1,565 1,827 Net gain/(loss) from securities transactions 211 (2,526) (577) Noninterest income 3,238 3,336 3,891 Noninterest expense 11,751 10,744 11,409 Net income 5,905 6,202 5,296 Per Common Share (5) Net income 0.40 0.42 0.36 Cash dividends 0.28 0.28 0.23 Book value at period end 9.75 9.53 9.10 Market price at period end 20.75 20.75 17.50 At period end Full time equivalent employees 439 435 438 Full service banking offices 45 43 43 Performance ratios Return on average assets 1.21% 1.25 1.08 Return on average equity (1) 17.11 17.84 16.33 Efficiency (2) 44.58 42.49 49.89 Overhead (3) 36.17 33.52 39.32 Net interest spread (TE) 4.09 4.18 3.50 Net interest margin (TE) 4.49 4.53 3.84 Dividend payout ratio 68.25 66.05 62.67 Capital ratios at period end Total equity to assets 7.14 7.05 6.64 Tier 1 risk adjusted capital 12.33 12.08 11.86 Total risk adjusted capital 13.61 13.35 13.14 Asset quality analysis at period end (6) Nonperforming loans to total loans 1.65 1.01 1.69 Nonperforming assets to total assets 1.16 0.85 1.03 Allowance for loan losses to total loans 3.58 3.34 3.27 Coverage ratio (4) 2.2 X 3.3 X 1.9 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 any nonrecurring charges) less noninterest income (excluding ORE income and net securities transactions) divided by taxable equivalent net interest income. (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. (6) All nonperforming loans and assets data has been restated for the adoption of SFAS No. 114, "Accounting by Creditors for the Impairment of Loans." TE = Taxable equivalent. TRUSTCO BANK CORP NY CONSOLIDATED BALANCE SHEETS Page 2 (dollars in thousands) 03/31/95 12/31/94 03/31/94 ASSETS Loans,net $1,122,647 1,122,938 1,069,693 Securities available for sale 226,972 117,458 530,873 Investment securities 337,952 347,858 31,566 Federal funds sold 192,000 263,000 250,000 ------------------------------------------ Total earning assets 1,879,571 1,851,254 1,882,132 Cash and due from banks 48,289 52,479 48,566 Bank premises and equipment 23,869 23,877 24,904 Other assets 48,533 48,067 45,143 ------------------------------------------ Total assets $2,000,262 1,975,677 2,000,745 ========================================== LIABILITIES Deposits: Demand $98,785 93,496 92,703 Savings 821,954 911,629 995,765 Money Market 84,082 92,965 109,231 Certificates of deposit > $100 thou 79,028 62,511 45,340 Other time deposits 732,225 629,230 575,217 ------------------------------------------ Total deposits 1,816,074 1,789,831 1,818,256 Short-term borrowings 14,029 12,713 18,464 Long-term debt 0 3,550 2,750 Other liabilities 27,316 30,300 28,355 ------------------------------------------ Total liabilities 1,857,419 1,836,394 1,867,825 SHAREHOLDERS' EQUITY 142,843 139,283 132,920 ------------------------------------------ Total liabilities and shareholders' equity $2,000,262 1,975,677 2,000,745 ========================================== Number of common shares outstanding, in thousands 14,655 14,617 13,276 TRUSTCO BANK CORP NY CONSOLIDATED STATEMENTS OF INCOME Page 3 (dollars in thousands, except per share data) Three Months Ended 03/31/95 12/31/94 03/31/94 Interest income Loans $26,005 25,136 21,876 Investments 8,424 7,755 9,561 Federal funds sold 3,675 3,766 1,247 ------------------------------------------ Total interest income 38,104 36,657 32,684 Interest expense Deposits 16,994 15,455 14,522 Borrowings 216 166 144 ------------------------------------------ Total interest expense 17,210 15,621 14,666 ------------------------------------------ Net interest income 20,894 21,036 18,018 Provision for loan losses 3,573 1,565 1,827 Net interest income after ------------------------------------------ provision for loan losses 17,321 19,471 16,191 Net gain/(loss) from securities transactions 211 (2,526) (577) Noninterest income 3,238 3,336 3,891 Noninterest expense 11,751 10,744 11,409 ------------------------------------------ Income before income taxes 9,019 9,537 8,096 Income tax expense 3,114 3,335 2,800 ------------------------------------------ Net income $5,905 6,202 5,296 ========================================== Net income per share $0.40 0.42 0.36 Avg equivalent shares outstanding, in thousands 14,933 14,897 14,888 TRUSTCO BANK CORP NY CONSOLIDATED AVERAGE BALANCE SHEETS Page 4 (in thousands) Three Months Ended 03/31/95 12/31/94 03/31/94 Total assets $1,974,579 1,974,105 1,986,460 Shareholders' equity 140,543 137,641 141,322 Interest earning assets 1,895,605 1,894,650 1,910,767 Interest bearing liabilities 1,712,375 1,711,536 1,725,819 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: April 25, 1995 TrustCo Bank Corp NY (Registrant) By: /s/Robert A. McCormick Robert A. McCormick President and Chief Executive Officer