UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended Commission File Number 0-10592 June 30, 1995 TRUSTCO BANK CORP NY (Exact name of registrant as specified in its charter) NEW YORK 14-1630287 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 320 STATE STREET, SCHENECTADY, NEW YORK 12305 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (518) 377-3311 _______________ Securities registered pursuant to Section 12(b) of the Act: Name of exchange on Title of each class which registered ________________ ________________ None None Securities registered pursuant to Section 12(g) of the Act: (Title of class) Common ______________________________________________________________ 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 the number of shares outstanding of each of the issuer s classes of common stock, as of the latest practicable date. Number of Shares Outstanding Class of Common Stock as of August 2, 1995 - --------------------- ---------------------- $1 Par Value 14,669,712 TrustCo Bank Corp NY INDEX Part I. FINANCIAL INFORMATION PAGE NO. Item 1. Interim Financial Statements (Unaudited): Consolidated Statements of Income for the Three Months and Six Months Ended June 30, 1995 and 1994 1 Consolidated Statements of Financial Condition as of June 30, 1995 and December 31, 1994 2 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1995 and 1994 3 - 4 Notes to Consolidated Interim Financial Statements 5 - 6 Independent Auditors' Report 7 Item 2. Management's Discussion and Analysis 8 - 17 Part II. OTHER INFORMATION Item 1. Legal Proceedings -- NONE Item 2. Changes in Securities -- NONE Item 3. Defaults Upon Senior securities -- NONE Item 4. Submission of Matters to Vote of Security Holders -- ANNUAL MEETING Item 5. Other Information -- NONE Item 6. (a) Exhibits REG S-K EXHIBIT No. DESCRIPTION ___________________ ___________ 22 Submission of Matters to Vote of Security Holders -- Annual Meeting (b) Reports on Form 8-K 1. Filing on May 18, 1995, of press release with details of May 15, 1995, Annual Meeting of Shareholders and press release announcing 1995 first quarter cash dividend. 2. Filing on July 19, 1995, of two press releases with the second quarter and year-to-date June 30, 1995 results. TRUSTCO BANK CORP NY Consolidated Statements of Income (Unaudited) (Dollars in Thousands) 3 Months Ended 6 Months Ended June 30 June 30 1995 1994 1995 1994 ------- ------- ------- ------- Interest income: Interest and fees on loans..........................$ 26,558 22,900 52,563 44,776 Interest on U. S. Treasuries and agencies............ 6,963 6,798 11,935 13,306 Interest on states and political subdivisions........................................ 699 244 1,254 468 Interest on mortgage-backed securities............... 2,198 2,335 4,524 4,457 Other................................................ 599 820 1,170 1,527 Interest on federal funds sold....................... 2,942 1,629 6,617 2,876 ------- ------- ------- ------- Total interest income............................. 39,959 34,726 78,063 67,410 ------- ------- ------- ------- Interest expense: Interest on deposits: Regular savings and NOW accounts.................... 7,096 6,408 13,460 12,682 Money market deposit accounts....................... 573 624 1,197 1,268 Certificates of deposit of $100,000 or more......... 1,234 610 2,167 1,152 Other time.......................................... 10,740 7,251 19,813 14,313 Interest on short-term borrowings.................... 230 128 377 231 Interest on long-term debt........................... 0 48 69 89 ------- ------- ------- ------- Total interest expense............................. 19,873 15,069 37,083 29,735 ------- ------- ------- ------- Net interest income................................ 20,086 19,657 40,980 37,675 Provision for loan losses............................. 3,045 1,886 6,618 3,713 ------- ------- ------- ------- Net interest income after provision for loan losses................................... 17,041 17,771 34,362 33,962 ------- ------- ------- ------- Noninterest income: Trust department income.............................. 1,297 1,270 2,443 2,439 Fees for other services to customers................. 1,768 1,673 3,356 3,712 Net gain (loss) on securities available for sale..... 417 (3,295) 628 (3,872) Other................................................ 504 (50) 1,008 633 ------- ------- ------- ------- Total noninterest income............................ 3,986 (402) 7,435 2,912 ------- ------- ------- ------- Noninterest expenses: Salaries and employee benefits....................... 4,889 4,438 9,793 9,098 Net occupancy expense................................ 822 572 1,677 1,663 Equipment expense.................................... 870 809 1,582 1,626 FDIC insurance expense............................... 1,016 1,007 2,034 2,014 Professional services................................ 782 686 1,715 1,244 Other real estate expenses........................... 1,513 382 2,306 654 Other................................................ 1,970 914 4,506 3,918 ------- ------- ------- ------- Total noninterest expenses.......................... 11,862 8,808 23,613 20,217 ------- ------- ------- ------- Income before taxes................................ 9,165 8,561 18,184 16,657 Applicable income taxes............................... 3,059 3,085 6,173 5,885 ------- ------- ------- ------- Net income.......................................$ 6,106 5,476 12,011 10,772 ======= ======= ======= ======= Earnings per Common Share: Net income.......................................$ 0.41 0.37* 0.80 0.72* ======= ======= ======= ======= Average equivalent shares outstanding (000s omitted). 14,964 14,841 14,944 14,876 ======= ======= ======= ======= Earnings per Common Share giving retroactive effect to a 6 for 5 stock split declared July 1995: Net income......................................$ 0.34 0.31* 0.67 0.60* ======= ======= ======= ======= Average equivalent shares outstanding (000s omitted). 17,957 17,809 17,933 17,851 ======= ======= ======= ======= *Per share data adjusted for 10% stock dividend in October, 1994 See accompanying notes to consolidated interim financial statements. TRUSTCO BANK CORP NY Consolidated Statements of Financial Condition (Dollars in Thousands) 06/30/95 12/31/94 (Unaudited) Assets: --------- --------- Cash and due from banks................................$ 48,259 52,479 Federal funds sold...................................... 165,000 263,000 --------- --------- Total cash and cash equivalents....................... 213,259 315,479 Securities available for sale: U. S. Treasuries and agencies.......................... 291,579 102,919 States and political subdivisions...................... 14,823 --- Other.................................................. 15,969 14,539 --------- --------- Total securities available for sale................... 322,371 117,458 --------- --------- Investment securities: U. S. Treasuries and agencies.......................... 145,330 145,542 Mortgage-backed securities............................. 128,636 143,082 States and political subdivisions...................... 43,877 44,222 Other.................................................. 15,014 15,012 --------- --------- Total investment securities........................... 332,857 347,858 --------- --------- Loans: Commercial............................................. 235,875 239,378 Residential mortgage loans............................. 708,814 681,192 Home equity line of credit............................. 203,012 207,313 Installment loans...................................... 35,522 35,875 --------- --------- Total loans........................................... 1,183,223 1,163,758 Less: --------- --------- Allowance for loan losses.............................. 43,715 38,851 Unearned income........................................ 2,009 1,969 --------- --------- Net loans.............................................. 1,137,499 1,122,938 Bank premises and equipment............................. 25,895 23,877 Real estate owned....................................... 4,321 5,080 Other assets............................................ 50,478 42,987 --------- --------- Total assets........................................$ 2,086,680 1,975,677 ========= ========= Liabilities: Deposits: Demand................................................$ 102,096 93,496 Regular savings and NOW accounts....................... 831,691 911,629 Money market deposit accounts.......................... 79,485 92,965 Certificates of deposit (in denominations of $100,000 or more)..................................... 84,571 62,511 Other time............................................. 771,208 629,230 --------- --------- Total deposits........................................ 1,869,051 1,789,831 Short-term borrowings................................... 37,503 12,713 Accrued expenses and other liabilities.................. 32,587 30,300 Long-term debt.......................................... 0 3,550 --------- --------- Total liabilities..................................... 1,939,141 1,836,394 --------- --------- Shareholders' equity Capital stock par value $1; 25,000,000 shares authorized 15,083,284 and 15,018,448 shares issued June 30, 1995 and December 31, 1994, respectively..... 15,083 15,018 Surplus................................................. 118,850 118,352 Undivided profits....................................... 10,895 6,948 Net unrealized gain/(loss) on securities available for sale.................................... 3,958 (41) Treasury stock at cost - 413,872 and 401,022 shares at June 30, 1995 and December 31, 1994, respectively..... (1,247) (994) --------- --------- Total shareholders' equity............................ 147,539 139,283 --------- --------- Total liabilities and shareholders' equity...........$ 2,086,680 1,975,677 ========= ========= See accompanying notes to consolidated interim financial statements. TRUSTCO BANK CORP NY Consolidated Statements of Cash Flows (Unaudited) (Dollars in Thousands) INCREASE IN CASH AND CASH EQUIVALENTS SIX MONTHS ENDED June 30, 1995 1994 -------- -------- Cash flows from operating activities: Net income..............................................$ 12,011 10,772 -------- -------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization.......................... 1,041 1,140 Provision for loan losses.............................. 6,618 3,713 Loss on sale of securities available for sale.......... 241 9,443 Gain on sale of securities available for sale.......... (869) (5,571) Increase in taxes receivable........................... (4,032) (4,189) Increase in interest receivable........................ (3,006) (465) Increase in interest payable........................... 600 38 Increase in other assets............................... (1,375) (5,500) Increase in accrued expenses........................... 1,673 2,484 -------- -------- Total adjustments 891 1,093 -------- -------- Net cash provided by operating activities................ 12,902 11,865 -------- -------- Cash flows from investing activities: Proceeds from sales of securities available for sale... 138,823 554,412 Purchase of securities available for sale.............. (336,332) (550,325) Proceeds from maturities of securities avail for sale.. 275 32,558 Proceeds from maturities of investment securities ..... 18,345 25,078 Purchase of investment securities...................... (3,532) (111,008) Net increase in loans.................................. (26,819) (48,402) Proceeds from sales of real estate owned............... 1,957 5,805 Capital expenditures................................... (559) (640) -------- -------- Net cash used in investing activities................ (207,842) (92,522) -------- -------- Cash flows from financing activities: Net increase in deposits............................... 79,220 28,078 Net increase in short-term debt........................ 24,790 1,047 Repayment of long-term debt............................ (3,550) --- Proceeds from issuance of common stock................. 563 728 Purchase of treasury stock............................. (253) --- Dividends paid......................................... (8,050) (6,624) -------- -------- Net cash provided by financing activities............ 92,720 23,229 -------- -------- Net decrease in cash and cash equivalents................ (102,220) (57,428) Cash and cash equivalents at beginning of period......... 315,479 199,977 -------- -------- Cash and cash equivalents at end of period..............$ 213,259 142,549 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid.........................................$ 36,483 29,697 Income taxes paid...................................... 10,205 10,074 Transfer of loans to real estate owned................. 5,640 1,406 Increase in dividends payable.......................... 14 14 Reclassification of trading securities to securities available for sale upon adoption of Statement 115..... --- 2,106 Change in unrealized (gain)loss on securities available for sale-gross.............................. (6,863) 16,217 Change in deferred tax effect on unrealized gain(loss) on securities available for sale...................... 2,864 (4,907) Reclassification of investment securities to securities available for sale upon adoption of Statement 115..... --- 384,417 Transfer of securities available for sale to investment securities, amortized cost equalled market value.......................................... --- 213,199 Unrealized gain on securities transferred to securities available for sale on January 1, 1994...... --- 14,037 Deferred tax on unrealized gain on securities available for sale on January 1, 1994................. --- 5,816 Transfer of building from other real estate to premises 2,500 --- See accompanying notes to consolidated interim financial statements. TrustCo Bank Corp NY Notes to Consolidated Interim Financial Statements (Unaudited) 1. Financial Statement Presentation In the opinion of the management of TrustCo Bank Corp NY (the Company), the accompanying unaudited Consolidated Interim Financial Statements contain all adjustments necessary to present fairly the financial position as of June 30, 1995, the results of operations for the three month and six month periods ended June 30, 1995 and 1994, and cash flows for the six month periods ended June 30, 1995 and 1994. The accompanying Consolidated Interim Financial Statements should be read in conjunction with the TrustCo Bank Corp NY year-end Consolidated Financial Statements, including notes thereto, which are included in TrustCo Bank Corp NY's 1994 Annual Report to Shareholders on Form 10-K. 2. Effective January 1, 1995, the Company adopted Statement of Financial Accounting Standards No. 114 "Accounting by Creditors for Impairment of a Loan" (SFAS No. 114). SFAS No. 114 was amended by Statement of Financial Accounting Standards No. 118 "Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosure" (SFAS No. 118). The new accounting standards prescribe recognition criteria for loan impairment and measurement methods for certain impaired loans and loans whose terms are modified in a troubled debt restructuring subsequent to the adoption of these new standards. A loan is considered impaired when it is probable that the borrower will be unable to repay the loan according to the original contractual terms of the loan agreement. These new standards are applicable principally to the commercial and commercial real estate loans, however, certain provisions dealing with restructured loans also apply to the retail loan products. Once a loan is identified as impaired, the new accounting standard requires measurement of the loan at the lower of fair value of the anticipated proceeds to be received or the recorded investment in the loan. The accounting standard provides certain guidelines as to how fair value is to be determined. As of January 1, 1995, the Company has adopted the provisions of SFAS Nos. 114 and 118 and has provided the required disclosures. The effect of adoption was not material to the consolidated financial statements. In addition, SFAS No. 114 substantially modified the definition of "in-substance foreclosure" loans. Consequently certain loans identified at year-end 1994 as being in-substance foreclosure loans and classified as real estate owned have been reclassified on January 1, 1995 to the loan portfolio. At January 1, 1995, $9.2 million of loans previously included in real estate owned have been reclassified to the loan balance. For all prior periods presented, amounts related to in-substance foreclosures have also been reclassified. These reclassifications did not impact the Company's consolidated financial condition or results of operations. Prior to the adoption of SFAS Nos. 114 and 118, in-substance foreclosed properties included those properties where the borrower had little or no remaining equity in the property considering its fair value; where repayment was only expected to come from the operation or sale of the property; and where the borrower has effectively abandoned control of the property or it was doubtful that the borrower would be able to rebuild equity in the property. At June 30, 1995, there are $7.4 million of commercial, commercial real estate and commercial mortgage loans that have been placed on nonaccrual status and are therefore classified as impaired loans. In addition, there were newly restructured retail loans totalling $404,000, that as of June 30, 1995, are identified as impaired loans. None of the allowance for loan losses has been allocated to these impaired loans because of the significant charge offs that have been taken in prior years and the fact that the collateral values support the loan balances. All impaired loans are on a nonaccrual status and therefore no interest income is recorded on these loans. Cash payments received are normally applied to reduce the outstanding loan balance. During the first half of 1995, the average balance of impaired loans was $10.2 million and there was no income recorded on these loans in the accompanying consolidated statement of income. Transactions in the allowance for loan losses account are summarized as follows: Six month ended June 30, 1995 1994 Balance at beginning of year $38,851 $34,087 Provision for loan losses 6,618 3,713 Loans charged off (3,413) (2,481) Recoveries of loans previously charged off 1,659 847 ______ ______ Balance at end of period $43,715 $36,166 ======= ======= INDEPENDENT AUDITORS' REPORT The Board of Directors and Shareholders TrustCo Bank Corp NY: We have reviewed the consolidated statement of financial condition of TrustCo Bank Corp NY and subsidiaries (the Company) as of June 30, 1995, and the related consolidated statements of income for the three-month and six-month periods ended June 30, 1995 and 1994, and the consolidated statements of cash flows for the six-month periods ended June 30 1995 and 1994. These consolidated financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated statement of financial condition of TrustCo Bank Corp NY and subsidiaries as of December 31, 1994 and the related consolidated statements of income, changes in shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated January 27, 1995, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of financial condition as of December 31, 1994, is fairly presented, in all material respects, in relation to the consolidated statement of financial condition from which it has been derived. As discussed in note 2 to the consolidated interim financial statements, effective January 1, 1995, the Company adopted the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan," and Statement of Financial Accounting Standards No. 118, "Accounting by Creditors for Impairment of a Loan -- Income Recognition and Disclosures" which prescribe recognition criteria for loan impairment and measurement methods for certain impaired loans and loans whose terms are modified in a troubled debt restructuring subsequent to the adoption of these statements. /s/KPMG Peat Marwick LLP ______________________________ KPMG Peat Marwick LLP Albany, New York July 14, 1995 TrustCo Bank Corp NY Management's Discussion and Analysis June 30, 1995 The review that follows focuses on the factors affecting the financial condition and results of operations of TrustCo Bank Corp NY ("TrustCo" or "Company") during the three month and six month periods ended June 30, 1995, with comparisons to 1994 as applicable. Net interest income and net interest margin are presented on a fully taxable equivalent basis in this discussion. The Consolidated Interim Financial Statements and related notes, as well as the 1994 Annual Report to Shareholders, should be read in conjunction with this review. Certain amounts in years prior to 1995 have been reclassified to conform to the 1995 presentation. Overview TrustCo recorded net income of $6.1 million, or $0.41 per share for the three month period ended June 30, 1995, as compared to $5.5 million and $0.37 per share in the same period in 1994. For the six months of 1995, TrustCo recorded net income of $12.0 million or $0.80 per share compared to $10.8 million and $0.72 per share in 1994. The per share amounts have not been restated for the 6 for 5 stock split declared in July 1995. The effect on the three month and six month per share results of the stock split are presented in the Consolidated Statement of Income. The per share amounts for 1994 have been restated for the effect of the 10% stock dividend effective October 1994. The primary factors accounting for the year-to-date increase in net income are: -- the increase in net interest margin to 4.34% from 4.00% in 1994, -- security gains of $628,000 in 1995 compared to security losses of $3.9 million in 1994, and -- an increase in the average balance of earning assets to $1.93 billion. These positive factors affecting net income were offset by: -- an increase in the provision for loan losses to $6.6 million from $3.7 million in 1994, and -- increased noninterest expenses of $3.4 million. Asset/Liability Management The Company strives to generate superior earnings capabilities through a mix of core deposits funding a prudent mix of earning assets. This is, in its most fundamental form, the essence of asset/liability management. Additionally, TrustCo attempts to maintain adequate liquidity and reduce, to an acceptable level, the sensitivity of net interest income to changes in interest rates while enhancing profitability both on a short-term and long-term basis. Earning Assets The average balance of earning assets increased $31.9 million, to $1.96 billion during the second quarter of 1995 compared to 1994. The average yield earned on these assets was 8.28% in 1995 and 7.30% in 1994. For the six month periods, the average balance of earning assets in 1995 was $1.93 billion, an increase of $8.5 million over the 1994 average balances. Included in the tables "Distribution of Assets, Liabilities and Shareholders' Equity; Interest Rates, and Interest Differential" is a detailed breakdown of TrustCo's average earning assets and interest bearing liabilities for the three month and six month periods ended June 30, 1995 and 1994. The remainder of this discussion will utilize average balances for 1995 and 1994 as detailed in the enclosed tables. Loans: During the second quarter, total loans increased to $1.17 billion in 1995 compared to $1.11 billion in 1994, a 5.1% increase. The yield earned on these assets increased to 9.12% compared to the 8.27% earned in 1994. Interest income on loans increased $3.6 million. The increase in interest rates accounted for approximately 60% of the increased interest income on loans with the remaining 40% increase coming from the increased loan balances. The three month average balance of residential mortgage loan balances increased $45.2 million to $695.9 million in 1995 versus $650.7 million in 1994, while at the same time the average yield on the residential mortgage loans increased 37 basis points to 8.44% in 1995. The combination of the increased balance and yields resulted in interest income on the residential loan portfolio increasing by $1.6 million. This increase was primarily a result of the increased asset balances. The home equity lines of credit portfolio increased slightly to $204.9 million in 1995. The average yield on these loans increased to 10.34% from 8.22% in 1994. This increase in the yields is a direct result of the increased prime rates during 1994 and 1995. Should the prime rate change, the yield on this portfolio will also change. The changes noted during the second quarter are also the principal factors affecting the six month average balances. The average balance of the loan portfolio increased $65.8 million to $1.17 billion in 1995. The yield on the loan portfolio increased to 9.07% in 1995 from 8.20% in 1994. The combination of the increased balances and the increased yield resulted in an increase in the interest income of $7.8 million with approximately 60% of the increase the result of the increased yields and 40% the result of the increased balances. The Company is a retail oriented institution, and as such, stresses the importance of consumer oriented products such as the residential mortgage loan, home equity loan and credit card portfolios. Each of these areas is an important contributor to profitability at TrustCo and is a focus of continued marketing and product development so as to develop increases in the balances outstanding. The second quarter and the year to date results reflect this focus. TrustCo aggressively pursues the fixed rate residential mortgage loan market. The Company has a long history of experience in underwriting loans in this market territory and is confident that the average life of these loans is significantly shorter than contractual maturity. This asset portfolio is an excellent investment in relation to the core deposit base that TrustCo has attracted. Securities Available for Sale: During the second quarter of 1995, securities available for sale had an average balance of $256.2 million, down from the 1994 average balance of $359.3 million. The average yield on the portfolio increased from 6.42% in 1994 to 7.61% in 1995. The combination of the decreased balance offset by the increased yield produced a decrease in interest income of $897,000. Principally, the decreased balance was due to the transfer of certain securities from the available for sale portfolio to the held to maturity portfolio subsequent to the second quarter of 1994. The variances in the six month balances are similar to those noted for the second quarter. Investment Securities: The average balance of investment securities increased to $335.9 million from $284.2 million in the second quarter of 1994. The average yield has increased to 7.13% from 6.59% in 1994. The combination of the increased balances and yield produced an increase in interest income of $1.3 million with almost 70% of the increase the result of the change in interest rates. The six month average balance of investment securities was $339.4 million in 1995 compared to $158.9 million in 1994. The yield on this portfolio increased to 7.15% in 1995 from 6.48% in 1994. Federal Funds Sold: During the second quarter of 1995 the average balance of federal funds sold was $193.8 million and produced a yield of 6.09% as compared to $167.4 million and 3.90% in 1994. The significant changes in the federal funds portfolio are the result of changes in the target rate set by the Federal Reserve Board for federal funds sold and the desire by the Company to maintain extra liquidity. Interest income on federal funds sold increased $1.3 million with more than three quarters of the increase the result of changes in the interest rate. For the six month periods 1995 and 1994 the average balance and yield were $223.2 million and 5.98% in 1995, and $161.5 million and 3.59% in 1994. Income from Earning Assets: Income from earning assets increased by $ 5.4 million during the second quarter. For the six month period, the increase was $10.8 million for 1995 compared to the same period in 1994. Funding Opportunities TrustCo utilizes various funding sources to support its earning assets portfolio. The vast majority of the funding comes from traditional deposit vehicles such as regular savings, NOW and time deposits. Total interest bearing liabilities were $1.76 billion during the second quarter of 1995, an increase of $8.9 million over the second quarter of 1994. The yield on this portfolio was 4.53% in 1995 and 3.45% in 1994. The significant increase in the yield is the result of increasing to 4% the yield on the regular savings accounts. The increased yield on the regular savings accounts caused a $6.1 million increase in interest expense. As with most other financial institutions, TrustCo experienced a shift in the deposit balances away from the regular savings accounts and towards the time deposit categories. In an effort to stem that trend, and to attract increased regular savings accounts the Company decided to significantly increase the yield to 4% during the second quarter. The increase in interest expense associated with the change in rates on the regular savings accounts was somewhat offset by the lower deposit balances from 1994 to 1995. The average balance of regular saving accounts during the second quarter of 1994 was $746.6 million compared to $594.5 million in 1995. By the end of the second quarter 1995, the balance of regular savings and NOW accounts had increased to $831.7 million. In addition to the changes in the regular savings category during the second quarter, the average of other time deposit balances increased from $583.0 million in 1994 to $752.3 million in 1995. The yield on these deposits also increased to 5.73% from the 4.99% in the second quarter of 1994. The average balance of interest bearing liabilities was $1.74 billion in 1995 which was virtually unchanged from the 1994 balances. The yields, however, increased from 3.45% to 4.30% as a result of the changes in yields on the regular savings accounts and the time deposit category. Net Interest Income Taxable equivalent net interest income totalled $20.6 million for the second quarter of 1995 versus $20.1 million in 1994. For the six months of 1995, taxable equivalent net interest income totalled $42.0 million compared to $38.5 million in 1994. The net interest margin for the second quarter was 4.21% in 1995 and 4.16% in 1994. For the six month periods, the net interest margin was 4.34% and 4.00% for 1995 and 1994 respectively. Nonperforming Assets Nonperforming assets include nonperforming loans which are those loans in a nonaccrual status, loans that have been restructured and loans past due 90 days or more and still accruing interest. Also included in the total of nonperforming assets are foreclosed real estate properties which are categorized as Real Estate Owned. As noted in the footnotes to the Consolidated Interim Financial Statements, TrustCo adopted the provisions of Statement of Financial Accounting Standards No. 114 "Accounting by Creditors for Impairment of a Loan" (SFAS No.114) and Statement of Financial Accounting Standards No. 118 "Accounting by Creditors for Impairment of a Loan-- Income Recognition and Disclosure" (SFAS No.118) effective as of January 1,1995. The enclosed interim financial statements, including prior periods, have been presented in accordance with SFAS No. 114 and 118, the effect of which was not material. This new accounting requirement changes the identification, measurement and reporting of impaired loans and loans whose terms have been modified in a troubled debt restructuring. SFAS No. 114 defines an impaired loan as one in which the creditor believes it is probable that the borrower will be unable to repay the loan according to the original contractual terms of the loan. This accounting standard is applicable principally to commercial and commercial real estate loans, however, certain provisions dealing with restructured loans also apply to the retail loan products. Once a loan has been defined as impaired, the Company is required to measure the fair value of the anticipated cash flows from this loan using the interest rate originally stipulated in the loan agreement. Any difference between this calculated amount and the recorded balance of the loan has to be earmarked as an allocation of the allowance for loan losses. SFAS No.114 significantly modified the definition of loans to be identified as "in-substance" real estate owned. As required by SFAS No. 114, a loan is identified as "in- substance" real estate owned when the Bank has taken possession of the collateral regardless of whether formal foreclosure proceedings have taken place. In the past, the definition was relatively broad and several properties were classified as being in-substance real estate owned that, under the provisions of SFAS No. 114, will not be so classified. Therefore, for presentation purposes, the enclosed financial information has been reclassified in accordance with these new accounting definitions. For TrustCo, the definition of impaired loans are those commercial and commercial real estate loans on a nonaccrual status and new restructured loans (loans that were classified as restructured loans at the time SFAS No. 114 was adopted are not classified as impaired loans as long as the borrower is in compliance with the restructured loan terms). The following will describe the nonperforming assets of TrustCo as of June 30, 1995 and the related reclassification that have been made as a result of SFAS No. 114. Nonperforming Loans: Total nonperforming loans decreased from the March 31, 1995 balance of $19.2 million to $13.3 million at June 30, 1995 . The decrease is the result of the transfer of $5.6 million of loans to real estate owned, loan charge offs and loan repayments. Nonaccrual loans were $13.7 million as of March 31, 1995 and have decreased to $10.4 million at June 30, 1995. Restructured loans increased by $264,000 between March and June 1995. Total commercial and commercial real estate impaired loans were $7.4 million at June 30, 1995 and together with the newly restructured retail loans of $404,000 represent the Company's impaired loans at June 30, 1995. Of the total nonperforming loans of $13.3 million, $7.8 million have been identified as impaired therefore leaving $5.6 million of loans that are nonperforming but do not meet the definition of being an impaired loan. These are the nonperforming retail loan products and the commercial loan types that are past due greater than 90 days and still accruing interest, all of which TrustCo does not consider to be impaired loans. As to additional risk elements in the loan portfolio at June 30, 1995, TrustCo had $2.9 million of nonaccrual residential mortgage loans compared to $446,000 at March 31, 1995. In addition, there have been $2.0 million of commercial loan charge offs, $391,000 of installment loan charge offs, and $979,000 of residential mortgage loan charge offs during the first six months of 1995. Real Estate Owned: Total real estate owned at June 30, 1995 was $4.3 million, up slightly from the balance of $4.1 million as of March 31, 1995. During the quarter, as noted above, $5.6 million of loans were transferred to the real estate owned portfolio, write downs taken on the portfolio of real estate owned amounted to $1.9 million, and $2.5 million was transferred to bank premises and equipment. The $2.5 million transfer to bank premises and equipment was a single property that the Company has identified as a site for future bank expansion. Allowance for Loan Losses: The balance of the allowance for loan losses is maintained at a level that is, in management's judgment, representative of the amount of the risk inherent in the loan portfolio, given past, present and expected future conditions. At June 30, 1995, the allowance for loan losses was $43.7 million. This allowance represents a reserve coverage of 3.3 times the nonperforming loans at June 30, 1995 compared to 2.2 times coverage as of March 31,1995. As a percentage of loans outstanding the allowance was 3.70% at June 30,1995, 3.58% at March 31, 1995, and 3.34% at year end 1994. The provision charged to expense for the three months of 1995 was $3.0 million compared to $1.9 million for the same period in 1994. For the six months, the provision was $6.6 million in 1995 and $3.7 million in 1994. Liquidity and Interest Rate Sensitivity TrustCo seeks to obtain favorable sources of funding and to maintain prudent levels of liquid assets in order to satisfy varied liquidity demands. TrustCo's earnings performance and strong capital position enable the Company to raise funds easily in the marketplace and to secure new sources of funding. The Company actively manages its liquidity through target ratios established under its liquidity policy. Continual monitoring of both historical and prospective ratios allows TrustCo to employ strategies necessary to maintain adequate liquidity. Management has also defined various degrees of adverse liquidity situations which could potentially occur, and has prepared appropriate contingency plans should such a situation arise. Noninterest Income Total noninterest income was $4.0 million for the three months ended June 30, 1995, compared to an expense of $402,000 for the comparable period in 1994. In 1995, security gains of $417,000 were recognized compared to net security losses of $3.3 million in 1994. Absent these security transactions the total noninterest income would have been $3.6 million in 1995 and $2.9 million in 1994. For the six month periods, total noninterest income was $7.4 million in 1995 and $2.9 million in 1994. Consistent with the three month results, net security transactions were a gain of $628,000 in 1995 and a net loss of $3.9 million in 1994. Without these security transactions total noninterest income would have been $6.8 million in 1995 and in 1994. Noninterest Expense Total noninterest expense was $11.9 million for the second quarter of 1995 compared to $8.8 million in 1994. The increased expense is the result of additional cost for salaries and benefits of $451,000, other real estate expenses of $1.1 million and other expenses of $1.5 million. The Company recorded an operating efficiency ratio of 42.79% for the period. For the six month period, total noninterest expense was $23.6 million in 1995 and $20.2 million in 1994. The operating efficiency ratio for the six months of 1995 was 43.69%. Income Taxes In the second quarter of 1995 and 1994 TrustCo recognized income tax expense of $3.1 million. This resulted in an effective tax rate of 33.4% in 1995 and 36.0% in 1994. The decrease in the effective tax rate between 1994 and 1995 was the result of the increased amount of state and political subdivision interest income that is tax exempt for 1995 compared to 1994. Similarly, for the six month period of 1995, total tax expense was $6.2 million compared to $5.9 million in 1994. Effective tax rates for the six month periods are 33.9% in 1995 and 35.3% in 1994. Capital Resources Consistent with its long-term goal of operating a sound and profitable financial organization, TrustCo strives to maintain strong capital ratios. New issues of equity securities have not been required since, traditionally, most of its capital requirements are met through the capital retention program. Previously, TrustCo has stated its intention to open 3 to 5 new branch offices each year for the next several years. These new branches and the related deposit growth anticipated from these locations, will not require additional capital beyond that which is already existing within the Company or that will be developed and retained in the coming years. Total shareholders' equity at June 30, 1995 was $147.5 million, up $8.3 million from year end 1994. TrustCo declared dividends of $0.275 in the first and second quarters of 1995. Also, in July 1995 the Board of Directors declared a stock split of 6 for 5 effective in the third quarter and declared its intention to retain the cash dividend of $0.275 per share. The combination of these two events will mean that TrustCo shareholders will enjoy a 20% increase in the amount of their cash dividends. The Company achieved the following ratios as of June 30, 1995 and 1994: Minimum June 30, June 30, Regulatory 1995 1994 Guidelines _______ _______ ____________ Total equity to assets 7.07% 6.65% 3.00% Tier 1 risk adjusted capital 12.29% 12.09% 4.00% Total risk adjusted capital 13.57% 13.36% 8.00% TrustCo Bank Corp NY Management's Discussion and Analysis STATISTICAL DISCLOSURE I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL The following table summarizes the component distribution of average balance sheet, related interest income and expense and the average annualized yields on interest earning assets and annualized rates on interest-bearing libilities of the Registrant and the Bank (adjusted for tax equivalency) for each of the reported periods. Nonaccrual loans are included in loans for this analysis. Second Quarter Second Quarter 1995 1994 __________________________ _____________________________________________________ Average Average Average AverageChange in VarianceVariance (dollars in thousands) Balance Interest Rate Balance Interest Rate Interest Balance Rate Income/ Change Change Assets Expense Commercial loans.....................$ 237,708 $ 5,668 9.54% $ 237,417 $ 4,926 8.31% 742 6 736 Residential mortgage loans............ 695,887 14,684 8.44% 650,702 13,127 8.07% 1,557 937 620 Home equity lines of credit .......... 204,872 5,283 10.34% 201,237 4,124 8.22% 1,159 76 1,083 Installment loans..................... 33,235 1,048 12.65% 25,521 863 13.56% 185 531 (346) --------- ------ --------- ------ ----- ----- ----- Loans, net of unearned income.........1,171,702 26,683 9.12% 1,114,877 23,040 8.27% 3,643 1,550 2,093 Securities available for sale: U.S. Treasuries and agencies......... 228,412 4,363 7.64% 329,375 5,245 6.37% (882) (5,605) 4,723 Mortgage-backed securities........... --- --- --- --- --- -- --- --- --- States and political subdivisions.... 9,718 201 8.29% --- --- --- 201 201 --- Other ............................... 18,103 310 6.86% 29,958 526 7.03% (216) (203) (13) --------- ------ --------- ------ ----- ----- ----- Total securities available for sale 256,233 4,874 7.61% 359,333 5,771 6.42% (897) (5,607) 4,710 Investment securities: U.S. Treasuries and agencies......... 145,353 2,672 7.35% 95,704 1,693 7.08% 979 910 69 Mortgage-backed securities........... 131,376 2,198 6.69% 148,040 2,335 6.31% (137) (823) 686 States and political subdivisions.... 44,141 825 7.48% 25,397 357 5.62% 468 323 145 Other ............................... 15,013 294 7.85% 15,010 294 7.85% --- --- --- --------- ------ --------- ------ ----- ----- ----- Total investment securities........ 335,883 5,989 7.13% 284,151 4,679 6.59% 1,310 410 900 Federal funds sold.................... 193,846 2,942 6.09% 167,428 1,629 3.90% 1,313 289 1,024 --------- ------ --------- ------ ----- ----- ----- Total Interest earning assets.......1,957,664 40,488 8.28% 1,925,789 35,119 7.30% 5,369 (3,358) 8,727 Allowance for loan losses............. (44,200) ------ (36,493) ------ ----- ----- ----- Cash and non-interest earning assets.. 118,147 117,056 --------- --------- Total assets.......................$2,031,611 $ 2,006,352 ========= ========= Liabilities and shareholders' equity Time deposits: Interest-bearing checking: NOW accounts .....................$ 228,119 1,091 1.92% $ 247,101 $ 893 1.45% 198 (406) 604 Money market accounts.............. 79,900 573 2.87% 104,890 624 2.39% (51) (578) 527 Savings.............................. 594,475 6,005 4.05% 746,612 5,515 2.96% 490 (5,625) 6,115 CD's over $100 thousand.............. 85,083 1,234 5.82% 47,225 610 5.18% 624 542 82 Other time deposits.................. 752,268 10,740 5.73% 582,979 7,251 4.99% 3,489 2,312 1,177 --------- ------ --------- ------ ----- ----- ----- Total time deposits.................1,739,845 19,643 4.53% 1,728,807 14,893 3.46% 4,750 (3,755) 8,505 Short-term borrowings................. 21,171 230 4.34% 20,535 128 2.51% 102 4 98 Long-term debt........................ --- --- --- 2,750 48 6.99% (48) (48) --- --------- ------ --------- ------ ----- ----- ----- Total interest-bearing liabilities..1,761,016 19,873 4.53% 1,752,092 15,069 3.45% 4,804 (3,799) 8,603 Demand deposits....................... 95,346 ------ 92,941 ------ ----- ----- ----- Other liabilities..................... 31,536 26,966 Shareholders' equity.................. 143,713 134,353 --------- --------- Total liab. & shareholders' equity.$2,031,611 $ 2,006,352 ========= ========= Net interest income................... 20,615 20,050 565 441 124 ------ ------ ----- ----- ----- Net interest spread................... 3.75% 3.85% Net interest margin (net interest income to total interest earning assets)............................ 4.21% 4.16% Tax equivalent adjustment 529 393 ------ ------ Net interest income per book....... $ 20,086 $ 19,657 ====== ====== TrustCo Bank Corp NY Management's Discussion and Analysis STATISTICAL DISCLOSURE I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL The following table summarizes the component distribution of average balance sheet, related interest income and expense and the average annualized yields interest earning assets and annualized rates on interest-bearing libilities of the Registrant and the Bank (adjusted for tax equivalency) for each of the reported periods. Nonaccrual loans are included in loans for this analysis. Six Months Six Months 1995 1994 _________________________ __________________________________________________ Average Average Average AverageChange inVarianceVariance (dollars in thousands) Balance Interest Rate Balance Interest Rate Interest Balance Rate Income/ Change Change Assets Expense Commercial loans.....................$ 238,575 $11,245 9.45% $ 237,950 $ 9,720 8.19% 1,525 26 1,499 Residential mortgage loans............ 690,253 29,006 8.40% 636,289 25,747 8.09% 3,259 2,241 1,018 Home equity lines of credit .......... 205,747 10,467 10.26% 201,316 7,791 7.80% 2,676 175 2,501 Installment loans..................... 33,132 2,101 12.79% 26,377 1,800 13.76% 301 640 (339) --------- ------ --------- ------ ----- ----- ----- Loans, net of unearned income.........1,167,707 52,819 9.07% 1,101,932 45,058 8.20% 7,761 3,082 4,679 Securities available for sale: U.S. Treasuries and agencies......... 174,278 6,682 7.67% 390,817 11,912 6.10% (5,230)(11,953) 6,723 Mortgage-backed securities........... --- --- --- 72,837 2,122 5.83% (2,122) (2,122) --- States and political subdivisions.... 5,060 208 8.21% --- --- --- 208 208 --- Other ............................... 17,180 589 6.90% 32,289 1,100 6.82% (511) (549) 38 --------- ------ --------- ------ ----- ----- ----- Total securities available for sale 196,518 7,479 7.61% 495,943 15,134 6.10% (7,655)(14,416) 6,761 Investment securities: U.S. Treasuries and agencies......... 145,419 5,381 7.40% 48,116 1,693 7.04% 3,688 3,596 92 Mortgage-backed securities........... 134,713 4,524 6.72% 74,432 2,335 6.27% 2,189 2,014 175 States and political subdivisions.... 44,243 1,632 7.38% 24,151 685 5.67% 947 695 252 Other ............................... 15,013 589 7.85% 12,207 435 7.14% 154 108 46 --------- ------ --------- ------ ----- ----- ----- Total investment securities........ 339,388 12,126 7.15% 158,906 5,148 6.48% 6,978 6,413 565 Federal funds sold.................... 223,193 6,617 5.98% 161,539 2,876 3.59% 3,741 1,364 2,377 --------- ------ --------- ------ ----- ----- ----- Total Interest earning assets.......1,926,806 79,041 8.22% 1,918,320 68,216 7.13% 10,825 (3,557) 14,382 Allowance for loan losses............. (42,532) ------ (36,081) ------ ----- ----- ----- Cash and non-interest earning assets.. 118,979 114,222 --------- --------- Total assets.......................$2,003,253 $ 1,996,461 ========= ========= Liabilities and shareholders' equity Time deposits: Interest-bearing checking: NOW accounts .....................$ 231,927 2,153 1.87% $ 246,253 $ 1,812 1.48% 341 (286) 627 Money market accounts.............. 84,093 1,197 2.87% 107,087 1,268 2.39% (71) (569) 498 Savings.............................. 607,748 11,307 3.75% 740,887 10,870 2.96% 437 (4,541) 4,978 CD's over $100 thousand.............. 77,283 2,167 5.66% 44,296 1,152 5.24% 1,015 918 97 Other time deposits.................. 715,655 19,813 5.58% 578,177 14,313 4.99% 5,500 3,673 1,827 --------- ------ --------- ------ ----- ----- ----- Total time deposits.................1,716,706 36,637 4.30% 1,716,700 29,415 3.46% 7,222 (805) 8,027 Short-term borrowings................. 18,535 377 4.10% 19,578 231 2.38% 146 (36) 182 Long-term debt........................ 1,589 69 8.68% 2,750 89 6.46% (20) (78) 58 --------- ------ --------- ------ ----- ----- ----- Total interest-bearing liabilities..1,736,830 37,083 4.30% 1,739,028 29,735 3.45% 7,348 (919) 8,267 Demand deposits....................... 93,714 ------ 93,142 ------ ----- ----- ----- Other liabilities..................... 30,572 26,473 Shareholders' equity.................. 142,137 137,818 --------- --------- Total liab. & shareholders' equity.$2,003,253 $ 1,996,461 ========= ========= Net interest income................... 41,958 38,481 3,477 (2,638) 6,115 ------ ------ ----- ----- ----- Net interest spread................... 3.92% 3.68% Net interest margin (net interest income to total interest earning assets)............................ 4.34% 4.00% Tax equivalent adjustment 978 806 ------ ------ Net interest income per book....... $40,980 $37,675 ====== ====== SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. TrustCo Bank Corp NY Date: August 4, 1995 By/s/Robert A. McCormick ---------------------- Robert A. McCormick President and Chief Executive Officer Date: August 4, 1995 By/s/Robert T. Cushing ---------------------- Robert T. Cushing Vice President and Chief Financial Officer Exhibit Index Reg S-K Exhibit No. Description Page ___________________ ___________ ---- 22 Submission of Matters to 20 Vote of Security Holders -- Annual Meeting Exhibit 22 Item 4. Submission of Matters to Vote of Security Holders -- Annual Meeting At the annual meeting held May 15, 1995, shareholders of the Company were asked to consider the Company's nominees for directors and to elect five (5) directors, each to serve for a term of three (3) years. The Company's nominees for director were M. Norman Brickman, Charles W. Carl, Jr., Robert A. McCormick, Kenneth C. Petersen, and Philip J. Thompson. The results of shareholder voting are as follows: DIRECTOR FOR AGAINST ABSTAIN WITHHELD NON-VOTE ________ Brickman 13,175,999 463,938 N/A N/A N/A Carl 13,170,203 469,735 N/A N/A N/A McCormick 13,161,485 478,452 N/A N/A N/A Petersen 13,123,917 516,020 N/A N/A N/A Thompson 13,168,703 471,234 N/A N/A N/A Directors continuing in office are: Barton A. Andreoli, Lionel O. Barthold, Nancy A. McNamara, John S. Morris, PhD, James H. Murphy, DDS, Richard J. Murray, William J. Purdy, and William F. Terry. Shareholders were asked to consider a proposal to adopt the TrustCo Bank Corp NY 1995 Stock Option Plan providing for authorized shares of TrustCo common stock issuable under the Plan. The results of shareholder voting are as follows: FOR AGAINST ABSTAIN WITHHELD NON-VOTE PROPOSAL 11,494,110 720,700 1,425,126 N/A N/A Shareholders of the Company were also asked to consider a proposal to ratify the appointment by TrustCo's Board of Directors of KPMG Peat Marwick LLP as the independent certified public accountants of TrustCo for the fiscal year ending December 31, 1995. The results of shareholder voting are as follows: FOR AGAINST ABSTAIN WITHHELD NON-VOTE PROPOSAL 13,430,114 40,643 169,180 N/A N/A