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 September 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 October 23, 1995 - --------------------- ---------------------- $1 Par Value 17,604,069 TrustCo Bank Corp NY INDEX Part I. FINANCIAL INFORMATION PAGE NO. Item 1. Interim Financial Statements (Unaudited): Consolidated Statements of Income for the Three Months and Nine Months Ended September 30, 1995 and 1994 1 Consolidated Statements of Financial Condition as of September 30, 1995 and December 31, 1994 2 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1995 and 1994 3 - 4 Notes to Consolidated Interim Financial Statements 5 - 6 Independent Auditors' Report 7 Item 2. Management's Discussion and Analysis 8 - 18 Part II. OTHER INFORMATION Item 1. Legal Proceedings -- NONE Item 2. Changes in Securities -- NONE Item 3. Defaults Upon Senior securities -- NONE Item 4. Submission of Matters to Vote of Security -- NONE Item 5. Other Information -- NONE Item 6. (a) Exhibits -- NONE (b) Reports on Form 8-K 1. Filing on October 17, 1995 of two press releases detailing third quarter and year-to-date 1995 results. TRUSTCO BANK CORP NY Consolidated Statements of Income (Unaudited) (Dollars in Thousands) 3 Months Ended 9 Months Ended Sept 30 Sept 30 1995 1994 1995 1994 ------- ------- ------- ------- Interest income: Interest and fees on loans..........................$ 27,035 23,961 79,598 68,737 Interest on U. S. Treasuries and agencies............ 8,132 6,301 20,067 19,455 Interest on states and political subdivisions........................................ 795 255 2,049 723 Interest on mortgage-backed securities............... 2,112 2,485 6,636 6,942 Other................................................ 524 797 1,694 2,476 Interest on federal funds sold....................... 2,908 2,416 9,525 5,292 ------- ------- ------- ------- Total interest income............................. 41,506 36,215 119,569 103,625 ------- ------- ------- ------- Interest expense: Interest on deposits: Regular savings and NOW accounts.................... 7,493 6,417 20,953 19,099 Money market deposit accounts....................... 566 632 1,763 1,900 Certificates of deposit of $100,000 or more......... 1,347 668 3,514 1,820 Other time.......................................... 11,359 7,447 31,172 21,760 Interest on short-term borrowings.................... 642 125 1,019 356 Interest on long-term debt........................... --- 53 69 142 ------- ------- ------- ------- Total interest expense............................. 21,407 15,342 58,490 45,077 ------- ------- ------- ------- Net interest income................................ 20,099 20,873 61,079 58,548 Provision for loan losses............................. 3,120 2,778 9,738 6,491 ------ ------ ------ ------ Net interest income after provision for loan losses................................... 16,979 18,095 51,341 52,057 ------ ------ ------ ------ Noninterest income: Trust department income.............................. 1,195 1,211 3,638 3,650 Fees for other services to customers................. 1,808 1,626 5,164 5,338 Net gain (loss) on securities available for sale..... 141 (2,479) 769 (6,351) Other................................................ 503 480 1,511 1,113 ----- ----- ------ ------ Total noninterest income............................ 3,647 838 11,082 3,750 ----- ----- ------ ------ Noninterest expenses: Salaries and employee benefits....................... 4,949 4,594 14,742 13,692 Net occupancy expense................................ 1,913 785 3,590 2,448 Equipment expense.................................... 851 770 2,433 2,396 FDIC insurance expense............................... (116) 1,028 1,918 3,042 Professional services................................ 894 605 2,609 1,849 Other real estate expenses........................... 547 131 2,853 785 Other................................................ 1,657 1,686 6,163 5,604 ------ ----- ------ ------ Total noninterest expenses.......................... 10,695 9,599 34,308 29,816 ------ ----- ------ ------ Income before taxes................................ 9,931 9,334 28,115 25,991 Applicable income taxes............................... 3,335 3,420 9,508 9,305 ----- ----- ------ ------ Net income.......................................$ 6,596 5,914 18,607 16,686 ===== ===== ====== ====== Earnings per Common Share: Net income.......................................$ 0.36 0.33* 1.03 0.93* ====== ====== ====== ====== Average equivalent shares outstanding (000s omitted).. 18,119 17,924 17,984 17,872 ====== ====== ====== ====== *Per share data adjusted for 6 for 5 stock split in August, 1995 See accompanying notes to consolidated interim financial statements. TRUSTCO BANK CORP NY Consolidated Statements of Financial Condition (Dollars in Thousands) 09/30/95 12/31/94 (Unaudited) Assets: --------- --------- Cash and due from banks................................$ 44,524 52,479 Federal funds sold...................................... 190,000 263,000 --------- --------- Total cash and cash equivalents....................... 234,524 315,479 Securities available for sale: U. S. Treasuries and agencies.......................... 328,931 102,919 States and political subdivisions...................... 18,715 --- Other.................................................. 25,540 14,539 --------- --------- Total securities available for sale................... 373,186 117,458 --------- --------- Investment securities: U. S. Treasuries and agencies.......................... 110,421 145,542 Mortgage-backed securities............................. 123,830 143,082 States and political subdivisions...................... 43,179 44,222 Other.................................................. 15,014 15,012 --------- --------- Total investment securities........................... 292,444 347,858 --------- --------- Loans: Commercial............................................. 235,195 239,378 Residential mortgage loans............................. 741,141 681,192 Home equity line of credit............................. 200,162 207,313 Installment loans...................................... 35,787 35,875 --------- --------- Total loans...........................................1,212,285 1,163,758 Less: --------- --------- Allowance for loan losses.............................. 46,775 38,851 Unearned income........................................ 1,931 1,969 --------- --------- Net loans..............................................1,163,579 1,122,938 Bank premises and equipment............................. 24,802 23,877 Real estate owned....................................... 3,051 5,080 Other assets............................................ 44,864 42,987 --------- --------- Total assets........................................$2,136,450 1,975,677 ========= ========= Liabilities: Deposits: Demand................................................$ 105,739 93,496 Regular savings and NOW accounts....................... 848,068 911,629 Money market deposit accounts.......................... 71,021 92,965 Certificates of deposit (in denominations of $100,000 or more)..................................... 87,372 62,511 Other time............................................. 785,722 629,230 --------- --------- Total deposits........................................1,897,922 1,789,831 Short-term borrowings................................... 60,607 12,713 Accrued expenses and other liabilities.................. 28,328 30,300 Long-term debt.......................................... --- 3,550 --------- --------- Total liabilities.....................................1,986,857 1,836,394 --------- --------- Shareholders' equity Capital stock par value $1; 25,000,000 shares authorized 18,100,715 and 15,018,448 shares issued September 30, 1995 and December 31, 1994, respectively 18,101 15,018 Surplus................................................. 115,842 118,352 Undivided profits....................................... 12,650 6,948 Net unrealized gain/(loss) on securities available for sale.................................... 4,247 (41) Treasury stock at cost - 496,646 and 401,022 shares at September 30, 1995 and December 31, 1994, respectively (1,247) (994) --------- --------- Total shareholders' equity............................ 149,593 139,283 --------- --------- Total liabilities and shareholders' equity...........$2,136,450 1,975,677 ========= ========= See accompanying notes to consolidated interim financial statements. TRUSTCO BANK CORP NY Consolidated Statements of Cash Flows (Unaudited) <CAPTIOM> (Dollars in Thousands) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS NINE MONTHS ENDED September 30, 1995 1994 -------- -------- Cash flows from operating activities: Net income..............................................$ 18,607 16,686 -------- -------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization.......................... 2,831 1,711 Provision for loan losses.............................. 9,738 6,491 Loss on sale of securities available for sale.......... 404 11,996 Gain on sale of securities available for sale.......... (1,173) (5,645) Increase in taxes receivable........................... (4,847) (2,693) Increase in interest receivable........................ (4,241) (408) Increase in interest payable........................... 806 61 (Increase)decrease in other assets...................... 6,377 (2,578) Increase(decrease) in accrued expenses................. (3,599) 3,153 -------- -------- Total adjustments.................................... 6,296 12,088 -------- -------- Net cash provided by operating activities................ 24,903 28,774 -------- -------- Cash flows from investing activities: Proceeds from sales of securities available for sale... 181,092 786,929 Purchase of securities available for sale.............. (428,926) (613,887) Proceeds from maturities of securities avail for sale.. 275 32,557 Proceeds from maturities of investment securities ..... 58,710 37,434 Purchase of investment securities...................... (3,338) (129,264) Net increase in loans.................................. (56,225) (80,373) Proceeds from sales of real estate owned............... 3,139 6,218 Capital expenditures................................... (1,256) (1,060) -------- -------- Net cash provided by/(used in) investing activities.. (246,529) 38,554 -------- -------- Cash flows from financing activities: Net increase in deposits............................... 108,091 11,521 Net increase(decrease) in short-term debt.............. 47,894 (4,391) Repayment of long-term debt............................ (3,550) --- Proceeds from issuance of long-term debt............... ---- 200 Proceeds from issuance of common stock................. 573 838 Purchase of treasury stock............................. (253) --- Dividends paid......................................... (12,084) (9,943) -------- -------- Net cash provided by/(used in) financing activities.. 140,671 (1,775) -------- -------- Net increase(decrease) in cash and cash equivalents...... (80,955) 65,553 Cash and cash equivalents at beginning of period......... 315,479 199,977 -------- -------- Cash and cash equivalents at end of period..............$ 234,524 265,530 ======== ======== See accompanying notes to consolidated interim financial statements. (Continued) TRUSTCO BANK CORP NY Consolidated Statements of Cash Flows (Unaudited) Continued (Dollars in Thousands) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: NINE MONTHS ENDED September 30, 1995 1994 -------- -------- Interest paid.........................................$ 57,684 45,016 Income taxes paid...................................... 14,355 11,998 Transfer of loans to real estate owned................. 5,846 6,789 Increase(decrease) in dividends payable................ 821 347 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.............................. (7,358) 14,916 Change in deferred tax effect on unrealized gain(loss) on securities available for sale...................... 3,070 (5,449) 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 September 30, 1995, the results of operations for the three month and nine month periods ended September 30, 1995 and 1994, and cash flows for the nine month periods ended September 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 September 30, 1995, there are $9.3 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 $557 thousand that as of September 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. (Except for the restructured loans for which interest income is accrued based upon the restructured loan term.) Cash payments received are normally applied to reduce the outstanding loan balance on the impaired loans (exclusive of restructured loans). During the first nine months of 1995, the average balance of impaired loans was $10.1 million and there was $226 thousand interest income recorded on these loans in the accompanying consolidated statement of income. Transactions in the allowance for loan losses account are summarized as follows: Nine month ended September 30, 1995 1994 Balance at beginning of year $38,851 $34,087 Provision for loan losses 9,738 6,491 Loans charged off (5,105) (2,511) Recoveries of loans previously charged off 3,291 1,166 ______ ______ Balance at end of period $46,775 $39,233 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 September 30, 1995, and the related consolidated statements of income for the three-month and nine-month periods ended September 30, 1995 and 1994, and the consolidated statements of cash flows for the nine-month periods ended September 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 October 13, 1995 TrustCo Bank Corp NY Management's Discussion and Analysis September 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 nine month periods ended September 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 $6.6 million, or $0.36 per share for the three month period ended September 30, 1995, as compared to $5.9 million and $0.33 per share in the same period in 1994. All per share data information has been restated for the 6 for 5 stock split effective August 1995. For the nine months of 1995, TrustCo recorded net income of $18.6 million or $1.03 per share compared to $ 16.7 million and $0.93 per share in 1994. The 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 1995, and 18.4% for the third quarter. TrustCo calculates the return on average equity excluding the effect of the market value adjustment for securities available for sale. In addition, the following events affected the 1995 net income during the year or during the quarter: -- increase in the year to date net interest margin from 4.14% in 1994 to 4.23 in 1995. The net interest margin for the third quarter decreased from 4.42% in 1994 to 4.04% in 1995, -- increase in the provision for loan losses by $300 thousand for the quarter and $3.2 million for the year 1995 compared to 1994, -- security gains of $100 thousand during the quarter versus security losses of $2.5 million for the third quarter of 1994. For the entire year of 1995 security gains were $800 thousand compared to security losses of $6.4 million in 1994, and -- increase in noninterest expense by $1.1 million during the quarter and by $4.5 million for the entire year of 1995 compared to 1994. 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 interest earning assets increased $130 million, to $2.06 billion during the third quarter of 1995 compared to 1994. The average yield earned on these assets was 8.17% in 1995 and 7.58% in 1994. For the nine month periods, the average balance of interest earning assets grew to $1.97 billion, an increase of $49 million from the average balance in 1994 of $1.92 billion. Included in the tables "Distribution of Assets, Liabilities and Shareholders' Equity; Interest Rates and Interest Differential" is a detailed breakdown of TrustCo's average interest earning assets and interest bearing liabilities for the three month and nine month periods ended September 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 third quarter, the average balance of loans increased to $1.20 billion, an increase of $64 million from the average balance of 1.13 billion in the third quarter of 1994. The yield earned on the loan portfolio was 9.06% in 1995 compared to 8.49% in 1994. Interest income earned on the loan portfolio increased to $27.2 million for the third quarter of 1995 compared to $24.1 million in 1994. Of the $3.1 million increase in the income on the loan portfolio, approximately one third was due to the effect of the change in balances and the remainder was a result of the increase in rates. The residential mortgage loan portfolio increased by 9% during the third quarter of 1995 to $725.8 million compared to the $663.7 million in the third quarter of 1994. Likewise, the average yield on the residential mortgage loan portfolio increased from 8.13% in 1994 to 8.42% in 1995. The combination of the increase in the average balance and the increase in the yield resulted in a $1.8 million increase in the interest income on the residential mortgage loan portfolio. The increase in the average balance of the residential mortgage loans is a result of TrustCo's aggressive marketing of this loan product coupled with the low closing costs the Company charges to customers. TrustCo capitalizes on the fact that loans are originated for portfolio and are not originated with the intention of selling the loan into the secondary markets and therefore all decisions with respect to the loans are made locally. The changes noted during the third quarter were also noted in the year to date results, with the total average balance of loans increasing $65 million and the average yield increasing 76 basis points. Also as noted during the third quarter of 1995, the primary increase in the interest income on loans is derived from the residential loan portfolio. However, also reflected in the year to date results is an increase in the interest income on commercial loans of $2.1 million and on home equity lines of credit of $3.2 million. A significant percentage of the loans in these portfolios have interest rates tied to the prime rate and therefore the increase in the prime interest rates during 1994 and 1995 were the primary factors affecting the increase in interest income on these loans. TrustCo 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 outstanding balances. The third 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 third quarter the average balance of securities available for sale increased to $357.3 million, a 38% increase compared to the 1994 average balance. The average yield on this portfolio increased to 7.30% in 1995 compared to 6.72% in 1994. The combination of the increases in average balance and yield resulted in an increase in interest income of $2.2 million, 86% of which is the result of the balance change. For the nine month results, the average balance decreased by $165.5 million offset by an increase in the average yield to 7.45%. The decreased balances between 1994 and 1995 are the effect of the transfers made in the first half of 1995 between the available for sale and the investment securities portfolio and the effect of security sales and maturities. Investment securities: The average balance of investment securities during the third quarter of 1995 was $305.8 million, a decrease of $21 million from the average balance in 1994. The average yield on this portfolio increased to 7.18% from 6.98% in 1994. The increase in the average yield did not offset the effect of the reduction in the average balances thereby causing a $200 thousand reduction in interest income from the investment securities portfolio. During the nine month period 1995 the average balance of investment securities increased to $328.1 million from the 1994 average balance of $215.6 million. The yields during these two time periods also increased from 6.71% in 1994 to 7.16% in 1995. Federal funds sold: The third quarter average balance was $ 196.9 million in 1995 and $207.8 million in 1994. The average yield earned on these balances was 5.86% in 1995 and 4.61% in 1994. The increase in the yield is a direct result of increases by the Federal Reserve Board in establishing the target federal funds rate. For the year to date results, the average balance of federal funds sold was $214.3 million in 1995 and $177.1 million in 1994 with the average yield being 5.94% in 1995 and 3.99% in 1994. Income from earning assets: Income from earning assets increased $5.5 million for the third quarter of 1995 versus 1994. Increases in rates accounted for approximately three quarters of the change. On a year to date basis, income from earning assets increased by 16% to $121.1 million . 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 increased during the quarter to $1.85 billion from $1.75 billion during the third quarter of 1994. Likewise, the yield on these liabilities increased during the quarter to quarter comparison from 3.47% in 1994 to 4.59% in 1995. The combination of the increase in the average balance and the increase in the yield resulted in a increase in total interest expense to $21.4 million from $15.3 million during the third quarter of 1994. Within the deposit category, the significant trend during the quarters was the movement of balances from regular savings and NOW accounts to the certificate of deposit categories. In response to this deposit trend TrustCo offered a significant interest premium on savings accounts. The result has been that the balances of regular savings and NOW accounts have stabilized and new funds have been attracted into all deposit categories. The effect of this strategy is an increase in the cost of overall deposits which management believes is outweighed by the deposit balances gathered. The trend noted in the third quarter is also evident in the year to date results. Average interest bearing liabilities for the year 1995 were $1.78 billion up from $1.74 billion in 1994. The average yield for 1995 is 4.40% and 3.46% in 1994. Another positive trend that is occurring is the growth of the demand deposit balances both during the quarter and year to date. For the third quarter, the average balance of demand deposits was $101.1 million an increase of $7.0 million over the third quarter of 1994. Likewise for the year, the average balance of demand deposits has increased $2.8 million. Net Interest Income - ------------------- The taxable equivalent net interest income was $20.7 million for the 1995 third quarter and $21.2 million for same period in 1994. The net interest margin for the third quarter was 4.04% in 1995 and 4.42% in 1994. As discussed in the previous sections, the growth in assets was offset by the change in the interest rates paid on deposits, thereby causing the reduction in the net interest income during the quarter. For the year 1995, the net interest income is $62.6 million as compared to $59.7 million in 1994 and the net interest margins were 4.23% in 1995 and 4.14% in 1994. The same trends as noted during the quarter are also affecting the year to date balances but the magnitude of the rate change is not as severe. Nonperforming Assets - -------------------- Nonperforming assets include nonperforming loans which are those loans in a nonaccrual status. Loans that have been restructured and loans that are past due 90 days or more and still accruing interest. Also included in the total 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 consolidated 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 flow 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 September 30, 1995. Nonperforming Loans: Total nonperforming loans increased by $3.4 million from the June 30, 1995 balance of $13.3 million to the balance at September 30, 1995 of $16.7 million. Likewise as compared to year end 1994, the total nonperforming loans increased by $5.0 million. The increase since June 30, 1995 is the result of $ 7.6 million of new loans identified as nonperforming, third quarter charge offs of $1.2 million, $500 thousand of loans transferred to Real Estate Owned and $2.3 million of loan payoffs. Nonaccrual loans are $12.8 million at September 30, 1995, an increase of $2.4 million since the previous quarter. Loans past due 90 days and still accruing interest are $2.7 million at September 30, 1995 as compared to $1.6 million at June 30, 1995. The overall increase in nonperforming loans is primarily centered in the commercial mortgage loan area where three properties have been identified as either nonaccrual or past due 90 days or more during the third quarter. Total commercial, commercial real estate and real estate loans secured by commercial properties that have been identified as impaired loans at September 30, 1995 totaled $9.3 million and together with the newly restructured retail loans of $557 thousand represents the Company's impaired loans. Of the total nonperforming loans of $16.7 million, $9.9 million have been identified as impaired therefore leaving $6.8 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 September 30, 1995, TrustCo had $3.5 million of nonaccrual residential mortgage loans compared to $2.9 million at June 30, 1995. In addition there have been $3.2 million of commercial loan charge offs, $580 thousand of installment loan charge offs and $1.3 million of residential mortgage loan charge offs during the first nine months of 1995. Real Estate Owned: Total real estate owned at September 30, 1995 was $3.1 million, down $1.2 million from the balance at June 30, 1995. The decrease in the balances between the two time periods is due to the sale of a single property for approximately $1 million. Also during the quarter $750 thousand of charge offs were taken and $ 600 thousand of new properties were transferred to the portfolio of real estate owned during the quarter. 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 September 30 ,1995 the allowance for loan losses was $46.8 million. This allowance represents a reserve coverage of 2.8 times the nonperforming loans at September 30, 1995 compared to 3.3 times coverage at June 30, 1995. As a percentage of loans outstanding the allowance was 3.86% at September 30, 1995, 3.70% at June 30,1995 and 3.42% at September 30, 1994. The provision charged to expense for the third quarter of 1995 was $3.1 million compared to $2.8 million for the comparable period in 1994. For the nine months of 1995 the provision charged to expense was $9.7 million compared to $6.5 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 $3.6 million for the third quarter of 1995 compared to $800 thousand for the comparable period in 1994. Without the effect of security transactions the figures for 1995 would be $3.5 million and for 1994 would amount to $3.3 million. For the nine months of 1995 total noninterest income was $11.1 million compared to $3.8 million in 1994. Again without the effects of security transactions the balances would be $10.3 million in 1995 and $10.1 million in 1994. Noninterest Expense - ------------------- Total noninterest expense amounted to $10.7 million for the third quarter of 1995 compared to $9.6 million in 1994. As a result of the FDIC insurance fund reaching a full funding level on a national basis, TrustCo received a refund of approximately $1.1 million during the quarter. Also during the quarter occupancy expense increased by $1.1 million due to write offs taken on certain properties. On a year to date basis total noninterest expense amounted to $34.3 million in 1995 and $29.8 million in 1994. The principal reasons for the year to date increase are an increase of $2.1 million in other real estate expenses, the increase in occupancy expense as noted during the third quarter, an increase of $1.1 million in salaries and benefits, offset by the reduction in FDIC premiums also as noted during the third quarter. Income Taxes - ------------ In the third quarter of 1995 and 1994, TrustCo recognized income tax expense of $3.3 million and $3.4 million respectively. This resulted in an effective tax rate of 33.6% in 1995 and 36.6% in 1994. The decrease in the effective tax rate between 1994 and 1995 was the result of the increased amount of tax exempt income for 1995 compared to 1994. Similarly, for the nine month period of 1995, total tax expense was $9.5 million compared to $9.3 million in 1994. Effective tax rates for the nine month periods are 33.8% in 1995 and 35.8% 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 net income retained on an annual basis. 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 September 30, 1995 was $149.6 million, up $10.3 million from year end 1994. TrustCo's board of directors declared a cash dividend of $0.275 per shared during the quarter and also declared a 6 for 5 stock split. The Company achieved the following ratios as of September 30, 1995 and 1994: Minimum September 30, September 30, Regulatory 1995 1994 Guidelines _____________ _____________ __________ Total equity to assets 7.00% 6.87% 3.00% Tier 1 risk adjusted capital 12.27% 12.01% 4.00% Total risk adjusted capital 13.55% 13.29% 8.00% TrustCo Bank Corp NY Management's Discussion and Analysis STATISTICAL DISCLOSURE I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL The following table summarizes the component distribution of average balance sheet, related interest income and expense and the average annualized yields on interest earning assets and annualized rates on interest-bearing libilities of the Registrant and the Bank (adjusted for tax equivalency) for each of the reported periods. Nonaccrual loans are included in loans for this analysis. Third Quarter Third Quarter 1995 1994 ____________________________________________________________________________ Average Average Average AverageChange inVarianceVariance (dollars in thousands) Balance Interest Rate Balance Interest Rate Interest Balance Rate Income/ Change Change Assets Expense Commercial loans.....................$ 236,321 $ 5,695 9.62%$ 236,898 $ 5,149 8.67% 546 (86) 632 Residential mortgage loans............ 725,836 15,275 8.42% 663,684 13,483 8.13% 1,792 1,295 497 Home equity lines of credit .......... 201,100 5,137 10.14% 204,136 4,579 8.90% 558 (434) 992 Installment loans..................... 33,372 1,050 12.48% 28,012 888 12.58% 162 211 (49) --------- ------ --------- ------ ----- ----- ----- Loans, net of unearned income.........1,196,629 27,157 9.06% 1,132,730 24,099 8.49% 3,058 986 2,072 Securities available for sale: U.S. Treasuries and agencies......... 318,913 5,925 7.43% 229,827 3,850 6.70% 2,075 1,620 455 Mortgage-backed securities........... --- --- --- --- --- --- --- --- --- States and political subdivisions.... 17,391 361 8.29% --- --- --- 361 361 --- Other ............................... 20,953 234 4.44% 29,464 506 6.86% (272) (123) (149) --------- ------ --------- ------ ----- ----- ----- Total securities available for sale 357,257 6,520 7.30% 259,291 4,356 6.72% 2,164 1,858 306 Investment securities: U.S. Treasuries and agencies......... 120,985 2,280 7.54% 136,087 2,550 7.50% (270) (367) 97 Mortgage-backed securities........... 126,425 2,112 6.68% 151,155 2,485 6.58% (373) (631) 258 States and political subdivisions.... 43,410 805 7.42% 24,815 374 6.03% 431 330 101 Other ............................... 15,014 294 7.85% 15,011 294 7.85% --- --- --- --------- ------ --------- ------ ----- ----- ----- Total investment securities........ 305,834 5,491 7.18% 327,068 5,703 6.98% (212) (668) 456 Federal funds sold.................... 196,891 2,908 5.86% 207,848 2,416 4.61% 492 (765) 1,257 --------- ------ --------- ------ ----- ----- ----- Total Interest earning assets.......2,056,611 42,076 8.17% 1,926,937 36,574 7.58% 5,502 1,411 4,091 Allowance for loan losses............. (46,187) ------ (37,583) ------ ----- ----- ----- Cash and non-interest earning assets.. 117,401 121,665 --------- --------- Total assets.......................$2,127,825 $2,011,019 ========= ========= Liabilities and shareholders' equity Time deposits: Interest-bearing checking: NOW accounts .....................$ 229,660 1,107 1.91%$ 248,616 $ 919 1.47% 188 (407) 595 Money market accounts.............. 77,729 566 2.89% 104,979 632 2.39% (66) (619) 553 Savings.............................. 621,015 6,386 4.08% 735,607 5,498 2.97% 888 (4,544) 5,432 CD's over $100 thousand.............. 87,515 1,347 6.10% 51,045 668 5.19% 679 545 134 Other time deposits.................. 783,230 11,359 5.75% 590,888 7,447 5.00% 3,912 2,674 1,238 --------- ------ --------- ------ ----- ----- ----- Total time deposits.................1,799,149 20,765 4.58% 1,731,135 15,164 3.48% 5,601 (2,351) 7,952 Short-term borrowings................. 52,427 642 4.86% 18,562 125 2.67% 517 357 160 Long-term debt........................ --- --- --- 2,759 53 7.55% (53) (53) --- --------- ------ --------- ------ ----- ----- ----- Total interest-bearing liabilities..1,851,576 21,407 4.59% 1,752,456 15,342 3.47% 6,065 (2,047) 8,112 Demand deposits....................... 101,113 ------ 94,067 ------ ----- ----- ----- Other liabilities..................... 28,908 29,839 Shareholders' equity.................. 146,228 134,657 --------- --------- Total liab. & shareholders' equity.$2,127,825 $2,011,019 ========= ========= Net interest income................... 20,669 21,232 (563) 3,458 (4,021) ------ ------ ----- ----- ----- Net interest spread................... 3.58% 4.11% Net interest margin (net interest income to total interest earning assets)............................ 4.04% 4.42% Tax equivalent adjustment 570 359 ------ ------ Net interest income per book....... $20,099 $20,873 ====== ====== TrustCo Bank Corp NY Management's Discussion and Analysis STATISTICAL DISCLOSURE I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL The following table summarizes the component distribution of average balance sheet, related interest income and expense and the average annualized yields on interest earning assets and annualized rates on interest-bearing libilities of the Registrant and the Bank (adjusted for tax equivalency) for each of the reported periods. Nonaccrual loans are included in loans for this analysis. Nine Months Nine Months 1995 1994 _____________________________________________________________________________ Average Average Average AverageChange inVarianceVariance (dollars in thousands) Balance Interest Rate Balance Interest Rate Interest Balance Rate Income/ Change Change Assets Expense Commercial loans.....................$ 237,815 $ 16,940 9.50%$ 237,595 $ 14,870 8.35% 2,070 14 2,056 Residential mortgage loans............ 702,245 44,281 8.41% 645,521 39,228 8.10% 5,053 3,538 1,515 Home equity lines of credit .......... 204,181 15,604 10.22% 202,267 12,370 8.18% 3,234 118 3,116 Installment loans..................... 33,213 3,151 12.68% 26,928 2,689 13.35% 462 677 (215) --------- -------- --------- ------- ------ ----- ----- Loans, net of unearned income.........1,177,454 79,976 9.06% 1,112,311 69,157 8.30% 10,819 4,347 6,472 Securities available for sale: U.S. Treasuries and agencies......... 223,020 12,606 7.54% 334,030 15,611 6.23% (3,005) (7,192) 4,187 Mortgage-backed securities........... ---- ---- --- 48,291 2,122 5.86% (2,122) (2,122) --- States and political subdivisions.... 9,216 568 8.22% ---- ---- --- 568 568 --- Other ............................... 18,452 823 5.96% 33,871 1,757 6.92% (934) (715) (219) --------- ------- --------- ------- ------ ----- ----- Total securities available for sale 250,688 13,997 7.45% 416,192 19,490 6.24% (5,493) (9,461) 3,968 Investment securities: U.S. Treasuries and agencies......... 137,185 7,662 7.45% 77,762 4,242 7.27% 3,420 3,316 104 Mortgage-backed securities........... 131,920 6,636 6.71% 100,287 4,820 6.41% 1,816 1,583 233 States and political subdivisions.... 43,962 2,438 7.39% 24,375 1,059 5.79% 1,379 1,026 353 Other ............................... 15,013 883 7.85% 13,152 730 7.41% 153 108 45 --------- ------- --------- ------- ------ ----- ----- Total investment securities........ 328,080 17,619 7.16% 215,576 10,851 6.71% 6,768 6,033 735 Federal funds sold.................... 214,330 9,525 5.94% 177,145 5,292 3.99% 4,233 1,274 2,959 --------- ------- --------- ------- ------ ----- ----- Total Interest earning assets.......1,970,552 121,117 8.20% 1,921,224 104,790 7.28% 16,327 2,193 14,134 Allowance for loan losses............. (43,764) ------- (36,587) ------- ------ ----- ------ Cash and non-interest earning assets.. 118,446 116,730 --------- --------- Total assets.......................$2,045,234 $2,001,367 ========= ========= Liabilities and shareholders' equity Time deposits: Interest-bearing checking: NOW accounts .....................$ 231,163 $ 3,260 1.89%$ 247,049 $ 2,731 1.48% 529 (281) 810 Money market accounts.............. 81,949 1,763 2.88% 106,377 1,900 2.39% (137) (622) 485 Savings.............................. 612,219 17,693 3.86% 739,061 16,368 2.96% 1,325 (4,329) 5,654 CD's over $100 thousand.............. 80,731 3,514 5.82% 46,570 1,820 5.23% 1,694 1,467 227 Other time deposits.................. 738,427 31,172 5.64% 582,508 21,760 4.99% 9,412 6,335 3,077 --------- ------- --------- ------- ------ ----- ------ Total time deposits.................1,744,489 57,402 4.40% 1,721,565 44,579 3.46% 12,823 2,570 10,253 Short-term borrowings................. 29,957 1,019 4.55% 19,235 356 2.47% 663 265 398 Long-term debt........................ 1,053 69 8.75% 2,753 142 6.88% (73) (123) 50 --------- ------- --------- ------- ------ ----- ------ Total interest-bearing liabilities..1,775,499 58,490 4.40% 1,743,553 45,077 3.46% 13,413 2,712 10,701 Demand deposits....................... 96,208 ------- 93,453 ------- ------ ----- ------ Other liabilities..................... 30,011 27,607 Shareholders' equity.................. 143,516 136,753 --------- --------- Total liab. & shareholders' equity.$2,045,234 $2,001,367 ========= ========= Net interest income................... 62,627 59,713 2,914 (519) 3,433 ------- ------- ------ ----- ------ Net interest spread................... 3.80% 3.82% Net interest margin (net interest income to total interest earning assets)............................ 4.23% 4.14% Tax equivalent adjustment 1,548 1,165 ------- ------- Net interest income per book....... $ 61,079 $ 58,548 ======= ======= 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: October 26, 1995 By/s/Robert A. McCormick ---------------------- Robert A. McCormick President and Chief Executive Officer Date: October 26, 1995 By/s/Robert T. Cushing ---------------------- Robert T. Cushing Vice President and Chief Financial Officer