- ----------------------------------------------------------------------------- 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): July 15, 1997 (July 15, 1997) 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 TrustCo Bank Corp NY Item 5. Other Events - ------ ------------ On July 15, 1997, TrustCo Bank Corp NY ("TrustCo") issued two press releases with year to date and second quarter results for the period ending June 30, 1997. Attached is a copy of each press release labeled as Exhibits 99(a) and 99(b). Item 7. Exhibits - ------ --------- Reg S-K Exhibit No. Description ___________________ ___________ 99(a) Highlights Press Release of July 15, 1997, for the period ending June 30, 1997, regarding year to date and second quarter results. 99(b) Press Release of July 15, 1997, for the period ending June 30, 1997, regarding year to date and second quarter results. Page 2 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: July 15, 1997 TrustCo Bank Corp NY (Registrant) By:/s/ Robert T. Cushing _______________________ Robert T. Cushing Vice President and Chief Financial Officer Page 3 Exhibits Index The following exhibits are filed herewith: Reg S-K Exhibit No. Description Page __________________ ________________________________ _____ 99(a) Highlights Press Release of July 5 15, 1997, for the period ending June 30, 1997, regarding year to date and second quarter results. 99(b) Press Release of July 15, 1997, 6 for the period ending June 30, 1997, regarding year to date and second quarter results. Page 4 Exhibit 99(a) TRUSTCO Bank Corp NY News Release _________________________________________________________________ 192 Erie Boulevard, Schenectady, New York, 12305 (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank NASDAQ -- TRST Contact: William F. Terry Senior Vice President and Secretary (518) 381-3611 Schenectady, New York -- July 15, 1997 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 6/97 6/96 ____ ____ Three Months Ended June 30: Net Income $ 7,853 6,913 Average Equivalent Shares Outstanding 21,120,000 20,931,000 Net Income per Share $ 0.37 0.33 Six Months Ended June 30: Net Income $ 15,446 13,598 Average Equivalent Shares Outstanding 21,138,000 20,937,000 Net Income per Share $ .73 .65 Period End: Total Assets 2,301,897 2,223,973 Total Nonperforming Loans 12,247 13,926 Total Nonperforming Assets 21,053 18,598 Allowance for Loan Losses 52,286 50,582 Allowance as a Percentage of Total Loans 4.16% 4.12 Per share data has been adjusted for the 15% stock split effective August 1996. # # # Page 5 Exhibit 99(b) TRUSTCO Bank Corp NY News Release _______________________________________________________________ 192 Erie Boulevard, Schenectady, New York, 12305 (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank NASDAQ -- TRST Contact: William F. Terry Senior Vice President and Secretary (518) 381-3611 For Immediate Release: Schenectady, New York -- July 15, 1997 TRUSTCO ANNOUNCES SECOND QUARTER AND YEAR-TO-DATE 1997 RESULTS Schenectady, New York -- July 15, 1997 TrustCo Bank Corp NY (TrustCo, NASDAQ: TRST) announced that first half results for 1997 continue to reflect strong performance with respect to taxable equivalent net interest income, net income, operating efficiencies and overall loan quality. "The first half results for 1997 are on track with our expectations, and we anticipate an even stronger second half of this year leading into 1998," stated Robert A. McCormick, President and Chief Executive Officer. Record second quarter net income of $7.9 million for 1997 was 14% greater than the $6.9 million recorded in the comparable 1996 period. Earnings per share reached $0.37 for the second quarter of 1997, up 12% over the prior year. Consistent with the increases for the second quarter results, the six month year-to-date 1997 net income of $15.4 million and earnings per share of $0.73 are an increase of 14% and 12% over the net income and earnings per share, respectively, for the comparable 1996 period. Return on average equity for the second quarter of 1997 was 19.9% compared to 18.6% in 1996. Mr. McCormick noted, "We have said for a number of years now that the most important financial ratio to measure how well TrustCo is operating is the return on equity. The 19.9% return on equity during the second quarter is in line with our expectations for 1997. I am very pleased with these results and feel confident that we will achieve our budget of a 20% return on equity for the full year of 1997." For the first six months, the return on equity was 19.8% in 1997 and 18.5% in 1996. -more- Page 6 Average total assets increased by 3% between the second quarter of 1996 and the second quarter of 1997. The increase in assets was primarily concentrated in the loan portfolio and in short-term overnight investments. Commenting on this growth, Mr. McCormick remarked, "During the quarter, TrustCo increased average assets by approximately $65 million, in a time period when virtually all other financial institutions are suffering from deposit outflows. I think that this speaks directly to our commitment as the Home Town Bank. We are expanding our branch network, and have recently opened a new, full-service branch in West Sand Lake, and a second new branch in South Glens Falls. A third new branch is presently under construction in Wynantskill, and is expected to open during the third quarter. We have been able to attract new customers to our bank due to our superior service, pricing, and extensive branch network. That formula has served us well over our 95-year history, and will continue to in the future." For the six months ended June 30, 1997, TrustCo's efficiency ratio was 40.5%, as compared to 39.7% in 1996. Mr. McCormick noted, "We have a long history of strong expense controls over all aspects of our operations. As a matter of fact, over the last five years, the average efficiency ratio for all banks headquartered in New York State was 62% as compared to TrustCo's 44% for the same time period. That means that TrustCo is approximately 30% more efficient than the average New York State bank. In a recent U.S. Banker article, TrustCo was listed as the third most efficiently run bank of the top 300 banks in the country. Those results don't just happen. They are the product of concerted effort by every employee of TrustCo to keep costs down and to constantly refine operating efficiencies." At June 30, 1997, total nonperforming loans were $12.2 million, down $1.7 million from June 30, 1996. The reserve set aside for nonperforming loans increased during the year to $52.3 million and, as a percentage of total loans, increased to 4.16% at June 30, 1997. Also during the quarter, TrustCo paid common stock cash dividends of $0.28 per share in 1997, compared to $0.24 per share in 1996, a dividend payout ratio in excess of 70% for both 1997 and 1996. Mr. McCormick stated, "We retain within the Company sufficient capital to meet our needs for growth and for regulatory purposes. Traditionally we return to our owners any capital that we cannot effectively utilize." TrustCo is classified as a well capitalized bank for regulatory purposes. TrustCo Bank Corp NY serves the financial needs of customers through its banking subsidiary, Trustco Bank, National Association. Trustco Bank operates 50 bank offices, in Albany, Columbia, Greene, Rensselaer, Saratoga, Schenectady, Warren and Washington Counties. In addition, Trustco Bank operates a full service Trust Department with $1.0 billion of assets under management. -30- Page 7 TRUSTCO BANK CORP NY SCHENECTADY, NY FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Three Months Ended 06/30/97 03/31/97 06/30/96 Summary of operations Net interest income (TE) $ 22,246 21,772 22,176 Provision for loan losses 1,185 1,210 854 Net gain/(loss) from securities transactions (295) (495) (2,630) Noninterest income 4,104 4,031 3,655 Noninterest expense 11,587 11,204 10,675 Net income 7,853 7,593 6,913 Per common share (1) Net income 0.37 0.36 0.33 Cash dividends 0.28 0.28 0.24 Book value at period end 8.28 7.91 7.54 Market price at period end 21.38 20.75 16.74 At period end Full time equivalent employees 452 444 442 Full service banking offices 50 48 48 Performance ratios Return on average assets 1.38 % 1.36 1.25 Return on average equity (2) 19.92 19.58 18.64 Efficiency (3) 40.79 40.17 39.01 Net interest spread (TE) 3.63 3.58 3.71 Net interest margin (TE) 4.07 4.00 4.14 Dividend payout ratio 71.48 73.87 70.42 Capital ratios at period end (4) Total equity to assets 7.01 6.92 6.85 Tier 1 risk adjusted capital 13.37 13.24 12.64 Total risk adjusted capital 14.66 14.53 13.92 Asset quality analysis at period end Nonperforming loans to total loans 0.98 0.96 1.13 Nonperforming assets to total assets 0.91 0.88 0.84 Allowance for loan losses to total loans 4.16 4.20 4.12 Coverage ratio (5) 4.3 X 4.4 X 3.6 X (1) All share and per share information has been restated for the effect of the 15% stock split declared August, 1996. (2) Average equity excludes the effect of the market value adjustment for securities available for sale. (3) 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). (4) Capital ratios exclude the effect of the market value adustment for securities available for sale. (5) Calculated as allowance for loan losses divided by total nonperforming loans. TE = Taxable equivalent. Page 8 FINANCIAL HIGHLIGHTS, Continued Six Months Ended 06/30/97 06/30/96 Summary of operations Net interest income (TE) $ 44,018 43,936 Provision for loan losses 2,395 3,964 Net gain/(loss) from securities transactions (790) (3,051) Noninterest income 8,135 7,203 Noninterest expense 22,791 21,121 Net income 15,446 13,598 Per common share (1) Net income 0.73 0.65 Cash dividends 0.55 0.48 Book value at period end 8.28 7.54 Market price at period end 21.38 16.74 Performance ratios Return on average assets 1.37 % 1.24 Return on average equity (2) 19.75 18.48 Efficiency (3) 40.48 39.71 Net interest spread (TE) 3.61 3.70 Net interest margin (TE) 4.04 4.14 Dividend payout ratio 72.65 71.53 Page 9 CONSOLIDATED BALANCE SHEETS (dollars in thousands) 06/30/97 12/31/96 06/30/96 ASSETS Loans, net $ 1,203,658 1,190,321 1,177,140 Securities available for sale 670,809 618,670 488,352 Federal funds sold 290,000 310,000 435,000 ---------- ---------- ---------- Total earning assets 2,164,467 2,118,991 2,100,492 Cash and due from banks 41,329 45,779 43,267 Bank premises and equipment 22,712 23,098 24,269 Other assets 73,389 73,912 55,945 ---------- ---------- ---------- Total assets $ 2,301,897 2,261,780 2,223,973 ========== ========== ========== LIABILITIES Deposits: Demand $ 125,206 123,553 112,233 Interest-bearing checking 230,228 236,264 235,078 Savings 662,342 661,915 674,744 Money Market 59,337 61,131 66,650 Certificates of deposit > $100 thou 98,159 89,793 85,921 Other time deposits 804,586 780,490 759,225 ---------- ---------- ---------- Total deposits 1,979,858 1,953,146 1,933,851 Short-term borrowings 115,245 111,662 106,654 Other liabilities 37,901 34,572 30,036 ---------- ---------- ---------- Total liabilities 2,133,004 2,099,380 2,070,541 SHAREHOLDERS' EQUITY 168,893 162,400 153,432 ---------- ---------- ---------- Total liabilities and shareholders' equity $ 2,301,897 2,261,780 2,223,973 ========== ========== ========== Number of common shares outstanding, in thousands 20,391 20,388 20,358 Page 10 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three Months Ended 06/30/97 03/31/97 06/30/96 Interest income Loans $ 27,088 26,812 26,726 Investments 11,520 10,761 11,384 Federal funds sold 4,255 4,322 3,712 ---------- ---------- ---------- Total interest income 42,863 41,895 41,822 Interest expense Deposits 20,004 19,571 19,193 Borrowings 1,373 1,317 1,097 ---------- ---------- ---------- Total interest expense 21,377 20,888 20,290 ---------- ---------- ---------- Net interest income 21,486 21,007 21,532 Provision for loan losses 1,185 1,210 854 ---------- ---------- ---------- Net interest income after provision for loan losses 20,301 19,797 20,678 Net gain/(loss) from securities transactions (295) (495) (2,630) Noninterest income 4,104 4,031 3,655 Noninterest expense 11,587 11,204 10,675 ---------- ---------- ---------- Income before income taxes 12,523 12,129 11,028 Income tax expense 4,670 4,536 4,115 ---------- ---------- ---------- Net income $ 7,853 7,593 6,913 ========== ========== ========== Net income per share $ 0.37 0.36 0.33 Avg equivalent shares outstanding, in thousands 21,120 21,157 20,931 Page 11 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Six Months Ended 06/30/97 06/30/96 Interest income Loans $ 53,900 53,673 Investments 22,281 22,644 Federal funds sold 8,577 7,013 ---------- ---------- Total interest income 84,758 83,330 Interest expense Deposits 39,575 38,837 Borrowings 2,690 1,830 ---------- ---------- Total interest expense 42,265 40,667 ---------- ---------- Net interest income 42,493 42,663 Provision for loan losses 2,395 3,964 ---------- ---------- Net interest income after provision for loan losses 40,098 38,699 Net gain/(loss) from securities transactions (790) (3,051) Noninterest income 8,135 7,203 Noninterest expense 22,791 21,121 ---------- ---------- Income before income taxes 24,652 21,730 Income tax expense 9,206 8,132 ---------- ---------- Net income $ 15,446 13,598 ========== ========== Net income per share $ 0.73 0.65 Avg equivalent shares outstanding, in thousands 21,138 20,937 Page 12 CONSOLIDATED AVERAGE BALANCE SHEETS (in thousands) Three Months Ended 06/30/97 03/31/97 06/30/96 Total assets $ 2,282,009 2,261,057 2,215,544 Shareholders' equity 162,838 162,143 151,767 Total loans 1,245,189 1,240,790 1,227,421 Interest earning assets 2,184,025 2,161,480 2,138,647 Interest-bearing liabilities 1,966,357 1,952,062 1,924,538 Six Months Ended 35,611 06/30/96 Total assets $ 2,271,591 2,198,640 Shareholders' equity 162,492 154,902 Total loans 1,243,002 1,227,293 Interest earning assets 2,172,814 2,119,605 Interest-bearing liabilities 1,959,249 1,908,520 Page 13