Conformed Copy 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): April 21, 1998 (April 21, 1998) 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 Two press releases were issued on April 21, 1998, discussing first quarter results for 1998. Attached are the press releases labeled as exhibit 99(a) and 99(b). Item 7 (c) Exhibits Reg S-K Exhibit No. Description 99(a) One page press release dated April 21, 1998, with first quarter 1998 results. 99(b) Press release dated April 21, 1998, with first quarter 1998 results. 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. Date: April 21, 1998 TrustCo Bank Corp NY (Registrant) By:/s/ Robert T. Cushing --------------------- Robert T. Cushing Vice President and Chief Financial Officer 3 Exhibits Index The following exhibits are filed herewith: Reg S-K Exhibit No. Description Page - ------------------ ---------------------------- ---------- 99(a) One page press release dated April 21, 5 1998, highlighting first quarter 1998 results. 99(b) Press release dated April 21, 1998, 6 highlighting first quarter 1998 results. 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 - April 21, 1998 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 03/98 03/97 Three Months Ended March 31: Net Income $ 8,378 7,593 Average Equivalent Shares Outstanding: - Basic 23,381,000 23,445,000 - Diluted 24,326,000 24,113,000 Net Income per Share: - Basic $ 0.36 0.32 - Diluted $ 0.34 0.31 Period End: Total Assets 2,395,839 2,293,255 Total Nonperforming Loans 11,698 11,792 Total Nonperforming Assets 18,993 20,139 Allowance for Loan Losses 53,984 51,845 Allowance as a Percentage of Total Loans 4.14% 4.20% Share and per share data is adjusted for the effect of the 15% stock split declared in August, 1997. # # # 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: TRUSTCO ANNOUNCES FIRST QUARTER 1998 RESULTS Schenectady, New York -- April 21, 1998 TrustCo Bank Corp NY (TrustCo, NASDAQ: TRST) today announced record first quarter earnings results. Net income for the three months ended March 31, 1998 was $8.4 million compared to $7.6 million for 1997, resulting in an increase of 10.3%. Diluted earnings per share were $0.34 for the first quarter of 1998 compared to $0.31 for 1997, an increase of 9.7%. Returns on assets and equity were 1.43% and 21.12% for 1998, and 1.36% and 19.58%, respectively, for 1997. Robert A. McCormick, TrustCo's President and Chief Executive Officer, commented on the record first quarter results "We are pleased with the momentum that we are carrying into 1998. As we have indicated in the past, the single most important measure of TrustCo's performance is return on shareholders' equity. Our goal for 1998 is to achieve a 21% return for the year, and the first quarter results will go a long way in helping us reach that goal." Taxable equivalent net interest income increased to $22.5 million in the first quarter of 1998 compared with $21.8 million for 1997. The increase in taxable equivalent net interest income is the result of a combination of an increase of $118.9 million in the average balance of interest earning assets offset by an 8 basis points reduction in the net interest margin. Mr. 6 McCormick noted, "We determined that in order for TrustCo to continue to grow and expand our asset base, we would have to allow the net interest margin of the Company to shrink slightly, which is exactly what occurred in the first quarter. The increase in average earning assets by almost $120 million between 1997 and 1998 is the result of this strategy." As a result of improvements in operating expenses in 1998, the efficiency ratio for the first quarter of 1998 was 39.1%, compared to 40.2% in 1997. Also, during the quarter, the allowance for loan losses was increased to $54.0 million, or 4.14% of the total loans at March 31, 1998. Stated another way, the allowance for loan losses, a reserve set aside to help cover potential problem loans, can absorb the TrustCo nonperforming loans as of March 31, 1998, 4.6 times. "In all financial ratio analyses, TrustCo's results place us among the strongest performing banks in the country. Our focus on core banking products, strong asset quality, and extensive cost controls are the basic elements in our success." Also during the quarter, TrustCo paid common stock cash dividends of $0.275 per share in 1998, compared to $0.239 per share in 1997. This represents a dividend payout ratio of almost 77% in 1998 compared to 74% in 1997. Commenting on the significant cash dividends that TrustCo paid to its shareholders, Mr. McCormick noted, "Even with the increase in cash dividends paid to our shareholders, we continue to meet the regulatory definition of a well capitalized institution. We retain within the Company sufficient capital to meet our needs for growth and for regulatory purposes. It has been our practice to return to our owners any capital that we cannot effectively utilize." TrustCo Bank Corp NY is a $2.4 billion bank holding company which serves the financial needs of customers through its banking subsidiary, Trustco Bank, National Association. Trustco Bank operates 51 bank offices, in Albany,Columbia, Greene, Rensselaer, Saratoga, Schenectady, Warren and Washington Counties. In addition, Trustco Bank operates a full service Trust Department with $1.15 billion of assets under management. 7 TRUSTCO BANK CORP NY Page 1 SCHENECTADY, NY (dollars in thousands, except per share data) Three Months Ended 03/31/98 12/31/97 03/31/97 Summary of operations Net interest income (TE) $22,520 22,216 21,772 Provision for loan losses 1,372 1,674 1,210 Net gain/(loss) from securities transactions 32 643 (495) Noninterest income 4,522 4,908 4,031 Noninterest expense 11,529 12,324 11,204 Net income 8,378 8,246 7,593 Per common share (1) Net income per share: - Basic 0.36 0.35 0.32 - Diluted 0.34 0.34 0.31 Cash dividends 0.28 0.28 0.24 Book value at period end 7.59 7.64 6.88 Market price at period end 28.38 27.25 18.04 At period end Full time equivalent employees 467 459 444 Full service banking offices 51 51 48 Performance ratios Return on average assets 1.43% 1.40 1.36 Return on average equity (2) 21.12 20.34 19.58 Efficiency (3) 39.11 41.39 40.17 Net interest spread (TE) 3.45 3.49 3.58 Net interest margin (TE) 3.92 3.98 4.00 Dividend payout ratio 76.62 78.26 73.87 Capital ratios at period end (4) Total equity to assets 6.83 6.92 6.92 Tier 1 risk adjusted capital 13.01 13.43 13.24 Total risk adjusted capital 14.30 14.72 14.53 Asset quality analysis at period end Nonperforming loans to total loans 0.90 0.82 0.96 Nonperforming assets to total assets 0.79 0.84 0.88 Allowance for loan losses to total loans 4.14 4.12 4.20 Coverage ratio (5) 4.6X 5.X 4.X (1) All share and per share information is adjusted for the 15% stock split declared August, 1997. (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. 8 CONSOLIDATED BALANCE SHEETS Page 2 (dollars in thousands) 03/31/98 12/31/97 03/31/97 ASSETS Loans, net $1,248,873 1,244,821 1,181,594 Securities available for sale 621,017 601,899 588,437 Federal funds sold 403,000 395,000 373,000 Total earning assets 2,272,890 2,241,720 2,143,031 Cash and due from banks 34,579 42,740 50,749 Bank premises and equipment 18,033 18,609 22,759 Other assets 70,337 69,196 76,716 Total assets $2,395,839 2,372,265 2,293,255 LIABILITIES Deposits: Demand $131,019 130,345 112,617 Interest-bearing checking 238,672 240,699 259,454 Savings 657,674 650,601 662,471 Money Market 57,091 57,021 59,564 Certificates of deposit > $100 thou 122,481 112,599 97,605 Other time deposits 836,370 830,598 792,423 Total deposits 2,043,307 2,021,863 1,984,134 Short-term borrowings 131,778 127,850 112,469 Other liabilities 43,776 43,727 35,518 Total liabilities 2,218,861 2,193,440 2,132,121 SHAREHOLDERS' EQUITY 176,978 178,825 161,134 Total liabilities and shareholders' equity $2,395,839 2,372,265 2,293,255 Number of common shares outstanding, in thousands 23,314 23,402 23,428 9 CONSOLIDATED STATEMENTS OF INCOME Page 3 (dollars in thousands, except per share data) Three Months Ended 03/31/98 12/31/97 03/31/97 Interest income Loans $27,882 27,905 26,812 Investments 10,399 10,872 10,761 Federal funds sold 5,122 4,824 4,322 Total interest income 43,403 43,601 41,895 Interest expense Deposits 20,188 20,766 19,571 Borrowings 1,567 1,455 1,317 Total interest expense 21,755 22,221 20,888 Net interest income 21,648 21,380 21,007 Provision for loan losses 1,372 1,674 1,210 Net interest income after provision for loan losses 20,276 19,706 19,797 Net gain/(loss) from securities transactions 32 643 (495) Noninterest income 4,522 4,908 4,031 Noninterest expense 11,529 12,324 11,204 Income before income taxes 13,301 12,933 12,129 Income tax expense 4,923 4,687 4,536 Net income $8,378 8,246 7,593 Net income per share: - Basic $0.36 0.35 0.32 - Diluted 0.34 0.34 0.31 Avg equivalent shares outstanding, in thousands: - Basic 23,381 23,460 23,445 - Diluted 24,326 24,370 24,113 10 CONSOLIDATED AVERAGE BALANCE SHEETS Page 4 (in thousands) Three Months Ended 03/31/98 12/31/97 03/31/97 Total assets $2,378,660 2,342,655 2,261,057 Shareholders' equity 175,927 174,110 162,143 Total loans 1,301,320 1,290,121 1,240,790 Interest earning assets 2,280,370 2,244,266 2,161,480 Interest-bearing liabilities 2,033,968 1,998,796 1,952,062 11