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 20, 1998 (October 20, 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 On October 20, 1998, TrustCo Bank Corp NY ("Trustco") issued two press releases with year to date and third quarter results for the period ending September 30, 1998. Attached is a copy of each press release labeled as Exhibits 99(a) and 99(b). Item 7 (c) Exhibits Reg S-K Exhibit No. Description 99(a) Highlights Press Release dated October 20, 1998, for the period ending September 30, 1998, regarding year to date and third quarter results. 99(b) Press Release dated October 20, 1998, for the period ending September 30, 1998, regarding year to date and third quarter results. 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: October 20, 1998 TrustCo Bank Corp NY (Registrant) By: /s/Robert T. Cushing -------------------- Vice President and Chief Financial Officer Exhibits Index The following exhibits are filed herewith: Reg S-K Exhibit No. Description Page - ------------------ ---------------------------- ---------- 99(a) Highlights Press Release of 5 October 20, 1998, for the period ending September 30, 1998, regarding year to date and third quarter results. 99(b) Press Release of October 20, 6 1998, for the period ending September 30, 1998, regarding year to date and third quarter results. TRUSTCO Exhibit 99(a) 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 - October 20, 1998 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 9/98 9/97 Three Months Ended September 30: .................................... Net Income $ 9,209 8,483 Average Equivalent Shares Outstanding: Basic 23,282,000 23,463,000 Diluted 24,272,000 24,268,000 Net Income per Share: Basic $ 0.40 0.36 Diluted 0.38 0.35 Nine Months Ended September 30: Net Income $ 26,253 23,929 Average Equivalent Shares Outstanding: Basic 23,321,000 23,495,000 Diluted 24,290,000 24,178,000 Net Income per Share: Basic $ 1.13 1.02 Diluted 1.08 0.99 Period End: Total Assets 2,488,733 2,344,499 Total Nonperforming Loans 10,415 10,514 Total Nonperforming Assets 16,082 20,587 Allowance for Loan Losses 54,325 52,684 Allowance as a Percentage of Total Loans 4.11% 4.12% Share and per share data has been calculated prior to the 15% stock split effective August 1998. Exhibit 99(b) TRUSTCO Bank Corp NY News Release - ----------------------------------------------------------------- 192 Erie Boulevard, Schenectady, New York, 12305 (518) 377-3311 Fax: (518) 381-3668 NASDAQ--TRST Subsidiary: Trustco Bank Contact: William F. Terry Senior Vice President and Secretary 518-381-3611 FOR IMMEDIATE RELEASE: TRUSTCO ANNOUNCES RECORD THIRD QUARTER AND YEAR-TO-DATE 1998 RESULTS Schenectady, New York - October 20, 1998 TrustCo Bank Corp NY (TrustCo, NASDAQ: TRST) today announced earnings results for the third quarter and year to date 1998. Net income for the three months ended September 30, 1998 was $9.2 million or 38 cents diluted earnings per share, compared to $8.5 million, or 35 cents diluted earnings per share, for the third quarter 1997. The third quarter results represent an increase of 9% in both net income and diluted earnings per share for 1998 compared to 1997. Net income for the nine months ended September 30, 1998 was $26.3 million, or $1.08 diluted earnings per share, compared to $23.9 million, or 99 cents diluted earnings per share, for the first nine months of 1997. The year to date results reflect increases of 10% in net income and 9% in diluted earnings per share. Making the announcement was Robert A. McCormick, President and Chief Executive Officer. "TrustCo's results so far for 1998 are consistent with our expectations for the year. For the first nine months of this year we achieved a return on equity of 21.7% compared to 20.2% for last year. I expect that, as we move into the fourth quarter, we will continue this earnings momentum and that we will achieve our 21% return on equity goal for 1998." said McCormick. For the third quarter of 1998, TrustCo's efficiency ratio was 41% compared to 40% for the third quarter 1997. Commenting on TrustCo's efficiency ratio Mr. McCormick stated, "A cornerstone of the TrustCo operating philosophy is strong and effective cost controls. We continually strive to identify new and innovative ways to deliver superior quality services to our customers at the lowest cost possible." Another long-standing attribute that benefits TrustCo shareholders is the consistently high quality of assets at TrustCo. Nonperforming loans ended the third quarter at $10.4 million, down approximately $600 thousand from the second quarter of 1998. The Company has a coverage ratio of the allowance for loan loses to nonperforming loans of 5 times coverage as of September 30, 1998. "We have a proactive style of dealing with and resolving problem loans in our portfolio. We actively identify potential problem loans and quickly take appropriate steps to protect the Bank's position. I think this style of asset quality management has served us well. As a result our nonperforming loans are less than 1% of our total loan portfolio", said McCormick. Taxable equivalent net interest income was $22.2 million for the third quarter 1998 compared to $22.5 million for the comparable period in 1997. For the nine month periods 1998 and 1997, taxable equivalent net interest income was $66.9 million and $66.5 million, respectively. Mr. McCormick noted "During the third quarter, market interest rates have declined rapidly and dramatically in response to global financial distress. This has resulted in a reduction in the yields that we obtain on our loan and securities portfolios. The overall yield on our earning assets has decreased 41 basis points during the third quarter, while the yield on our interest bearing liabilities has only decreased by 9 basis points. This trend has resulted in an overall reduction in our net interest margin by 30 basis points to 3.75% for the third quarter 1998 compared to third quarter 1997. In response to these events we have offset the reduction in the yields by increasing the average balance of our earning assets by almost $150 million for the third quarter of 1998 compared to 1997. The net effect is that we are earning less net yield but we are earning it on a larger base of assets. This has resulted in our taxable equivalent net interest income for the third quarters of 1998 and 1997 being virtually the same." Also, during the third quarter 1998, TrustCo opened its 52nd and 53rd branches, located at Exit 10 of the Northway on Ushers Road and in Cobleskill at the Wal-Mart Plaza. Mr. McCormick commented on the TrustCo branch expansion program by noting "We are excited at the opportunities available to expand, and we are delighted by the reception we have received in all the new communities that we are serving. Our services are being well received in these new communities and we are exceeding the growth goals we established for our branch expansion program. The results are a clear indication that the communities in the upstate New York region have a strong desire to have a traditional bank branch presence in their communities." TrustCo Bank Corp NY is a $2.5 billion bank holding company which serves the financial needs of customers through its banking subsidiary, Trustco Bank, National Association. Trustco Bank operates 53 bank offices, in Albany, Columbia, Greene, Rensselaer, Saratoga, Schenectady, Schoharie, Warren and Washington Counties. In addition, Trustco Bank operates a full service Trust Department with $1.12 billion of assets under management. Except for historical information contained herein, the matters discussed in this news release, and other information contained in the Company's SEC filings, may express "forward looking statements". Those "forward looking statements " may involve risk and uncertainties, including statements concerning future events or performance, and assumptions and other statements that are other than statements of historical facts. The Company wishes to caution readers not to place undue reliance on any forward looking statements, which speak only as of the date made. Readers are advised that various factors, including, but not limited to, (i) credit risk; (ii) interest rate risk; (iii) competition; (iv) changes in the regulatory environment; (v) changes in the general business environment and economic trends; and (vi) the failure of certain vendors of critical systems or services to comply with Year 2000 programming issues, could cause the Company's actual results or circumstances for future periods to differ materially from those anticipated or projected. TrustCo does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions that may be made to any forward looking statements to reflect the occurrence of unanticipated events or circumstances after the date of such statements. TRUSTCO BANK CORP NY ...................................... Page 1 SCHENECTADY, NY (dollars in thousands, except per share data) Three Months Ended 09/30/98 06/30/98 09/30/97 Summary of operations Net interest income (TE) $22,202 22,198 22,451 Provision for loan losses 450 1,558 1,345 Net gain/(loss) from securities transactions 135 104 (19) Noninterest income 4,580 5,243 4,345 Noninterest expense 11,757 11,299 11,111 Net income 9,209 8,666 8,483 Per common share (1) Net income per share: - Basic 0.40 0.37 0.36 - Diluted 0.38 0.36 0.35 Cash dividends 0.275 0.275 0.239 Book value at period end 7.97 7.89 7.49 Market price at period end 26.81 26.25 23.70 At period end Full time equivalent employees 460 468 459 Full service banking offices 53 51 51 Performance ratios Return on average assets 1.48% 1.43 1.45 Return on average equity (2) 22.26 21.61 21.05 Efficiency (3) 41.00 39.03 40.11 Net interest spread (TE) 3.26 3.30 3.58 Net interest margin (TE) 3.75 3.79 4.05 Dividend payout ratio 69.49 73.87 66.04 Capital ratios at period end (4) Total equity to assets 6.70 6.77 6.99 Tier 1 risk adjusted capital 12.49 12.77 13.52 Total risk adjusted capital 13.77 14.06 14.81 Asset quality analysis at period end Nonperforming loans to total loans 0.79 0.84 0.82 Nonperforming assets to total assets 0.65 0.76 0.88 Allowance for loan losses to total loans 4.11 4.17 4.12 Coverage ratio (5) 5.2X 5.0X 5.0X (1) All share and per share information is calculated prior to the 15% stock split declared August, 1998. (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. FINANCIAL HIGHLIGHTS, Continued Page 2 Nine Months Ended 09/30/98 09/30/97 Summary of operations Net interest income (TE) $66,920 66,469 Provision for loan losses 3,380 3,740 Net gain/(loss) from securities transactions 271 (809) Noninterest income 14,345 12,480 Noninterest expense 34,585 33,902 Net income 26,253 23,929 Per common share (1) Net income per share: - Basic 1.13 1.02 - Diluted 1.08 0.99 Cash dividends 0.825 0.717 Book value at period end 7.97 7.49 Market price at period end 26.81 23.70 Performance ratios Return on average assets 1.45% 1.40 Return on average equity (2) 21.67 20.19 Efficiency (3) 39.71 40.35 Net interest spread (TE) 3.34 3.60 Net interest margin (TE) 3.82 4.04 Dividend payout ratio 73.21 70.31 CONSOLIDATED BALANCE SHEETS Page 3 (dollars in thousands) 09/30/98 12/31/97 09/30/97 ASSETS Loans, net $1,268,638 1,244,821 1,226,138 Securities available for sale 659,213 601,899 665,285 Federal funds sold 437,000 395,000 316,000 Total earning assets 2,364,851 2,241,720 2,207,423 Cash and due from banks 42,009 42,740 40,807 Bank premises and equipment 17,756 18,609 22,564 Other assets 64,117 69,196 73,705 Total assets $2,488,733 2,372,265 2,344,499 LIABILITIES Deposits: Demand $147,633 130,345 128,710 Interest-bearing checking 247,487 240,699 230,722 Savings 655,888 650,601 654,586 Money Market 54,986 57,021 58,016 Certificates of deposit > $100 thou 138,457 112,599 107,857 Other time deposits 857,357 830,598 819,357 Total deposits 2,101,808 2,021,863 1,999,248 Short-term borrowings 158,766 127,850 129,198 Other liabilities 42,771 43,727 40,691 Total liabilities 2,303,345 2,193,440 2,169,137 SHAREHOLDERS' EQUITY 185,388 178,825 175,362 Total liabilities and shareholders' equity $2,488,733 2,372,265 2,344,499 Number of common shares outstanding, in thousands 23,256 23,402 23,425 CONSOLIDATED STATEMENTS OF INCOME Page 4 (dollars in thousands, except per share data) Three Months Ended 09/30/98 06/30/98 09/30/97 Interest income Loans $27,726 27,805 27,541 Investments 10,009 9,713 11,745 Federal funds sold 6,439 6,296 4,360 Total interest income 44,174 43,814 43,646 Interest expense Deposits 20,947 20,554 20,605 Borrowings 1,858 1,904 1,429 Total interest expense 22,805 22,458 22,034 Net interest income 21,369 21,356 21,612 Provision for loan losses 450 1,558 1,345 Net interest income after provision for loan losses 20,919 19,798 20,267 Net gain/(loss) from securities transactions 135 104 (19) Noninterest income 4,580 5,243 4,345 Noninterest expense 11,757 11,299 11,111 Income before income taxes 13,877 13,846 13,482 Income tax expense 4,668 5,180 4,999 Net income $9,209 8,666 8,483 Net income per share: - Basic $0.40 0.37 0.36 - Diluted 0.38 0.36 0.35 Avg equivalent shares outstanding, in thousands: - Basic 23,282 23,308 23,463 - Diluted 24,272 24,278 24,268 CONSOLIDATED STATEMENTS OF INCOME Page 5 (dollars in thousands, except per share data) Nine Months Ended 09/30/98 09/30/97 Interest income Loans $83,413 81,441 Investments 30,121 34,026 Federal funds sold 17,857 12,937 Total interest income 131,391 128,404 Interest expense Deposits 61,689 60,180 Borrowings 5,329 4,119 Total interest expense 67,018 64,299 Net interest income 64,373 64,105 Provision for loan losses 3,380 3,740 Net interest income after provision for loan losses 60,993 60,365 Net loss from securities transactions 271 (809) Noninterest income 14,345 12,480 Noninterest expense 34,585 33,902 Income before income taxes 41,024 38,134 Income tax expense 14,771 14,205 Net income $26,253 23,929 Net income per share: - Basic $1.13 1.02 - Diluted 1.08 0.99 Avg equivalent shares outstanding, in thousands: - Basic 23,321 23,495 - Diluted 24,290 24,178 CONSOLIDATED AVERAGE BALANCE SHEETS Page 6 (in thousands) Three Months Ended 09/30/98 06/30/98 09/30/97 Total assets $2,467,769 2,438,826 2,323,543 Shareholders' equity 182,659 175,602 169,841 Total loans 1,316,518 1,306,509 1,266,379 Interest earning assets 2,376,702 2,341,430 2,227,967 Interest-bearing liabilities 2,103,895 2,078,532 1,991,880 Nine Months Ended 09/30/98 09/30/97 Total assets $2,427,422 2,289,099 Shareholders' equity 178,087 164,969 Total loans 1,308,171 1,250,880 Interest earning assets 2,333,186 2,191,401 Interest-bearing liabilities 2,072,387 1,970,246