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 Date of Report (Date of earliest event reported): October 17,1995 (October 17, 1995) TrustCo Bank Corp NY --------------------------------------------------- (Exact name of registrant as specified in its charter) New York ---------------------------------- (State or other jurisdiction of incorporation) 0-10592 14-1630287 (Commission File Number) (IRS Employer Identification No.) 192 Erie Boulevard, Schenectady, New York 12305 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (518) 377-3311 Item 5. Other Events ------ ------------ On October 17, 1995, TrustCo Bank Corp NY ("TrustCo") issued two press releases with the third quarter and year to date September 30, 1995, results. Attached are copies of the press releases on Exhibits 99(a) and 99(b) incorporated herein by this reference. 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: October 17, 1995 TrustCo Bank Corp NY (Registrant) By: /s/Robert T. Cushing _________________________ Robert T. Cushing Vice President and Chief Financial Officer EXHIBIT INDEX The following exhibits are filed herewith: Reg S-K Exhibit No Description ------------------ ----------- 99(a) Press Release of October 17, 1995 regarding third quarter and year to date September 30, 1995, results. 99(b) Highlights Press Release of October 17, 1995 regarding third quarter and year to date September 30, 1995, results. Exhibit 99(a) William F. Terry Senior Vice President and Secretary (518) 381-3611 For Immediate Release: Schenectady, New York -- October 17, 1995 Today, TrustCo reported record earnings of $6.6 million for the third quarter of 1995, up 12 percent from the year ago quarter. Commenting on the third quarter results was Robert A. McCormick, President and Chief Executive Officer of TrustCo Bank Corp NY. He stated, "This quarter's results were a record for the Company. Our earnings in this quarter were greater than in any other quarter in the Company's history. We have achieved growth in net income of 12% over last year and 8% over the second quarter of 1995. I am especially pleased with these results in light of our asset growth and increasing return on equity during the quarter." TrustCo also announced today that its Board of Directors declared a cash dividend of $0.275 per share. The dividend will be paid on January 2, 1996 to shareholders of record on December 8, 1995. Commenting on the cash dividend, Mr. McCormick noted, "During the third quarter of this year, the Company issued a stock split of 20%. This quarter we are declaring a cash dividend equal to the per share cash dividend paid prior to the stock split. For TrustCo shareholders, the combination of those two events represents a cash dividend increase of 20%." Earnings per share for the third quarter were $0.36, an increase of 9% from the third quarter of 1994. For the nine months of 1995, net income was $18.6 million, an increase of 12% from the same period in 1994, with earnings per share totalling $1.03, up 11%. The 1995 financial highlights for TrustCo are as follows: -- 8% increase in assets at September 30, 1995, compared to year end 1994, -- third quarter efficiency ratio of 42.2% and a year to date efficiency ratio of 43.2%, -- increase in the allowance for loan losses to $46.8 million at September 30, 1995 representing 3.86% of loans outstanding, and -- a return on average equity of 17.6% for the year and 18.4% for the third quarter. The strong performance during the third quarter, and for the entire year of 1995, indicates that the Company's goal of an 18% return on average equity for 1995 is achievable. Mr. McCormick also noted, "The TrustCo branch expansion program has taken another step forward during 1995 with the opening of our branch at Exit 8 in Clifton Park. This marks the third branch opening during 1995. Earlier in the year branches were opened in Hudson Falls and Malta Mall. The expansion of our branch network is a critical element in planning for the Company's future. During the remainder of 1995, we anticipate opening one more branch which will be located in Mechanicville. All told, during 1995, we will have expanded our branch network by 10%." Asset quality, one of the cornerstones of TrustCo's success, remained strong during 1995. Total nonperforming loans were 1.38% of total loans and nonperforming assets are only 0.93% of total assets at September 30, 1995. These percentages are well below industry averages for nonperforming loans and assets. TrustCo increased average interest earning assets by approximately $100 million during the third quarter of 1995. During that same time period in 1995, the net interest margin decreased from 4.21% in the second quarter to 4.04% in the third quarter. The $100 million increase in average earning assets, offset by the reduction in net interest margins, resulted in third and second quarter taxable equivalent net interest income that was almost unchanged. Commenting on this, Mr. McCormick noted, "In 1995 we made a conscious effort to expand the TrustCo franchise with new branches and very aggressively priced deposit products. We knew that this strategy would reduce the net interest margins slightly but we also knew that our growth would more than offset that reduction in margin. The increased asset size will result in future increases in income and help us achieve our 1996 goal of a 19% return on average equity." TrustCo is a $2.1 billion bank holding company and through its subsidiary bank, Trustco Bank, National Association, operates 46 bank offices in Albany, Columbia, Greene, Rensselaer, Saratoga, Schenectady, Warren and Washington counties. In addition, the bank operates a full service Trust Department with $742 million of assets under management. The common shares of TrustCo are traded on the NASDAQ National Market System under the ticker symbol TRST. Page 1 FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Three Months Ended 09/30/95 06/30/95 9/30/94 -------- -------- ------- Summary of operations Net interest income (TE) $20,669 20,615 21,232 Provision for loan losses 3,120 3,045 2,778 Net gain/(loss) from securities transactions 141 417 (2,479) Noninterest income 3,506 3,569 3,317 Noninterest expense 10,695 11,862 9,599 Net income 6,596 6,106 5,914 Per common share (4) Net income 0.36 0.34 0.33 Cash dividends 0.28 0.23 0.21 Book value at period end 8.50 8.38 7.79 Market price at period end 21.75 18.13 17.71 At period end Full time equivalent employees 441 446 415 Full service banking offices 46 45 43 Performance ratios Return on average assets 1.23 % 1.21 1.17 Return on average equity (1) 18.39 17.36 17.45 Efficiency (2) 42.16 42.79 38.57 Net interest spread (TE) 3.58 3.75 4.11 Net interest margin (TE) 4.04 4.21 4.42 Dividend payout ratio 73.39 66.07 61.75 Capital ratios at period end Total equity to assets 7.00 7.07 6.87 Tier 1 risk adjusted capital 12.27 12.29 12.01 Total risk adjusted capit 13.55 13.57 13.29 Asset quality analysis at period end (5) Nonperforming loans to total loans 1.38 1.13 1.08 Nonperforming assets to total assets 0.93 0.85 0.87 Allowance for loan losses to total loans 3.86 3.70 3.42 Coverage ratio (3) 2.8X 3.3X 3.2X (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 allowance for loan losses divided by total nonperforming loans. (4) All per share information has been adjusted for the 6 for 5 stock split effective August, 1995. (5) 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. FINANCIAL HIGHLIGHTS, Continued Page 2 Nine Months Ended 09/30/95 09/30/94 -------- -------- Summary of operations Net interest income (TE) $62,627 59,713 Provision for loan losses 9,738 6,491 Net gain/(loss) from securities transactions 769 (6,351) Noninterest income 10,313 10,101 Noninterest expense 34,308 29,816 Net income 18,607 16,686 Per common share (4) Net income $1.03 0.93 Cash dividends 0.73 0.59 Book value at period end 8.50 7.79 Market price at period end 21.75 17.71 Performance ratios Return on average assets 1.22 % 1.11 Return on average equity (1) 17.63 16.72 Efficiency (2) 43.18 41.58 Net interest spread (TE) 3.80 3.82 Net interest margin (TE) 4.23 4.14 Dividend payout ratio 69.36 61.67 CONSOLIDATED BALANCE SHEETS Page 3 (dollars in thousands) 09/30/95 12/31/94 09/30/94 -------- -------- -------- ASSETS Loans, net $1,163,579 1,122,938 1,108,571 Securities available for sale 373,186 117,458 201,205 Investment securities 292,444 347,858 337,424 Federal funds sold 190,000 263,000 217,000 ---------- --------- -------- Total earning assets 2,019,209 1,851,254 1,864,200 Cash and due from banks 44,524 52,479 48,530 Bank premises and equipment 24,802 23,877 24,242 Other assets 47,915 48,067 51,939 ---------- --------- -------- Total assets 2,136,450 1,975,677 1,988,911 ========== ========= ======== LIABILITIES Deposits: Demand $105,739 93,496 96,882 Savings 848,068 911,629 960,425 Money Market 71,021 92,965 99,405 Certificates of deposit 87,372 62,511 54,304 Other time deposits 785,722 629,230 594,737 ---------- --------- -------- Total deposits 1,897,922 1,789,831 1,805,753 Short-term borrowings 60,607 12,713 13,932 Long-term debt 0 3,550 2,950 Other liabilities 28,328 30,300 29,674 ---------- --------- -------- Total liabilities 1,986,857 1,836,394 1,852,309 SHAREHOLDERS' EQUITY 149,593 139,283 136,602 ---------- --------- -------- Total liabilities and shareholders' equity 2,136,450 1,975,677 1,988,911 ========== ========= ======== Number of common shares outstanding, in thousands 17,604 17,541 17,538 CONSOLIDATED STATEMENTS OF INCOME Page 4 (dollars in thousands, except per share data) Three Months Ended 09/30/95 06/30/95 09/30/94 -------- -------- -------- Interest income Loans $27,035 26,558 23,961 Investments 11,563 10,459 9,838 Federal funds sold 2,908 2,942 2,416 ---------- --------- -------- Total interest income 41,506 39,959 36,215 Interest expense Deposits 20,765 19,643 15,164 Borrowings 642 230 178 ---------- --------- -------- Total interest expense 21,407 19,873 15,342 ---------- --------- -------- Net interest income 20,099 20,086 20,873 Provision for loan losses 3,120 3,045 2,778 ---------- --------- -------- Net interest income after provision for loan losses 16,979 17,041 18,095 Net gain/(loss) from securities transactions 141 417 (2,479) Noninterest income 3,506 3,569 3,317 Noninterest expense 10,695 11,862 9,599 ---------- --------- -------- Income before income taxes 9,931 9,165 9,334 Income tax expense 3,335 3,059 3,420 ---------- --------- -------- Net income $6,596 6,106 5,914 ========== ========= ======== Net income per share $0.36 0.34 0.33 Avg equivalent shares outstanding, in thousands 18,119 17,957 17,924 CONSOLIDATED STATEMENTS OF INCOME Page 5 (dollars in thousands, except per share data) Nine Months Ended 09/30/95 09/30/94 --------- -------- Interest income Loans $79,598 68,737 Investments 30,446 29,596 Federal funds sold 9,525 5,292 ---------- --------- Total interest income 119,569 103,625 Interest expense Deposits 57,402 44,579 Borrowings 1,088 498 ---------- --------- Total interest expense 58,490 45,077 ---------- --------- Net interest income 61,079 58,548 Provision for loan losses 9,738 6,491 ---------- --------- Net interest income after provision for loan losses 51,341 52,057 Net gain/(loss) from securities transactions 769 (6,351) Noninterest income 10,313 10,101 Noninterest expense 34,308 29,816 ---------- --------- Income before income taxes 28,115 25,991 Income tax expense 9,508 9,305 ---------- --------- Net income $18,607 16,686 ========== ========= Net income per share $1.03 0.93 Avg equivalent shares outstanding, in thousands 17,984 17,872 CONSOLIDATED AVERAGE BALANCE SHEETS Page 6 (in thousands) Three Months Ended 09/30/95 06/30/95 09/30/94 Total assets $2,127,825 2,031,611 2,011,019 Shareholders' equity 146,228 143,713 134,657 Interest earning assets 2,056,611 1,957,664 1,926,937 Interest bearing liabilities 1,851,576 1,761,016 1,752,456 Nine Months Ended 09/30/95 09/30/94 Total assets $2,045,234 2,001,367 Shareholders' equity 143,516 136,753 Interest earning assets 1,970,552 1,921,224 Interest bearing liabilities 1,775,499 1,743,553 Exhibit 99(b) William F. Terry Senior Vice President and Secretary 518/381-3611 Schenectady, New York -- October 17, 1995 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 9/95 9/94 Three Months Ended September 30: Net Income $ 6,596 $ 5,914 Average Equivalent Shares Outstanding 18,119,000 17,924,000 Net Income per Share $.36 $.33 Nine Months Ended September 30: Net Income $ 18,607 $ 16,686 Average Equivalent Shares Outstanding 17,984,000 17,872,000 Net Income per Share $1.03 $.93 Total Nonperforming Loans $16,733 $12,362 Total Nonperforming Assets 19,784 17,242 Allowance for Loan Losses 46,775 39,233 Allowance as a Percentage of Total Loans 3.86% 3.42% The 1994 per share data has been adjusted for the 6 for 5 stock split effective August 1995. # # #