----------------------------------------------------------------------
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 19, 2005
(July 19, 2005)
---------------------------------------------------
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.)
--------------------------------------------------------------
5 Sarnowski Drive, Glenville, New York 12305
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 377-3311
--------------
---------------------------------------------------------------------------
1
TrustCo Bank Corp NY
Item 2.02. Results of Operations and Financial Condition
On July 19, 2005, TrustCo Bank Corp NY ("TrustCo") issued two
press releases with year to date and second quarter results
for the period ending June 30, 2005. Attached is a copy of
each press release labeled as Exhibits
99(a) and 99(b)
Item 5.02 Departures of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On July 19, 2005, the Board of Directors of TrustCo appointed
Thomas O. Maggs as a new director. Mr. Maggs was also appointed
to the audit and compensation committees of the board.
Mr. Maggs is the president and principal owner of Maggs & Associates,
The Business Insurance Brokers, Inc. ("Maggs & Associates"),
Schenectady, New York, an insurance brokerage. TrustCo has retained
Maggs & Associates for assistance in obtaining commercial insurance
coverage and has paid Maggs & Associates premiums for such coverage
of $134,427 since January 1, 2005.
Item 9.01.Financial Statements and Exhibits
(c)Exhibits
Reg S-K Exhibit No. Description
99(a) Highlights Press Release dated July 19,
2005, for the period ending June 30, 2005,
regarding year to date and second quarter
results.
99(b) Press Release dated July 19, 2005, for the
period ending June 30, 2005, regarding year
to date and second quarter results and also
announcing the appointment of a new director.
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 19, 2005
TrustCo Bank Corp NY
(Registrant)
By:/s/ Robert T. Cushing
----------------------------
Robert T. Cushing
Executive 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 5
July 19, 2005, highlighting
year to date and second quarter
2005 results.
99(b) Press release dated July 19, 2005, 6-12
highlighting year to date and second
quarter 2005 results and also announcing
the appointment of a new director.
4
TRUSTCO Exhibit 99(a)
Bank Corp NY News Release
------------------------------------------------------------------------
5 Sarnowski Drive, Glenville, New York, 12302
(518) 377-3311 Fax: (518) 381-3668
Subsidiary: Trustco Bank
NASDAQ - TRST
Contact: Robert Leonard
Vice President
518-381-3693
FOR IMMEDIATE RELEASE: Glenville, New York - July 19, 2005
TrustCo Bank Corp NY
(dollars in thousands, except per share data)
2005 2004
---------------------------------
Three Months Ended June 30:
Net Income $ 14,985 14,371
Provision (credit) for Loan Losses (1,580) 150
Average Equivalent Shares Outstanding:
Basic 75,056,000 74,354,000
Diluted 75,369,000 75,095,000
Net Income per Share:
Basic $ 0.200 0.193
Diluted 0.199 0.191
===== =====
Six Months Ended June 30:
Net Income $ 29,892 8,504
Provision (credit) for Loan Losses (3,080) 300
Average Equivalent Shares Outstanding:
Basic 74,972,000 74,241,000
Diluted 75,429,000 75,085,000
Net Income per Share:
Basic $ 0.399 0.384
Diluted 0.396 0.380
===== =====
Period End:
Total Assets 2,878,787 2,849,227
Total Nonperforming Loans 3,029 2,879
Total Nonperforming Assets 3,029 2,879
Allowance for Loan Losses 48,021 48,347
Allowance as a Percentage
of Total Loans 3.60% 4.14%
5
TRUSTCO Exhibit 99(b)
Bank Corp NY News Release
---------------------------------------------------------------------------
5 Sarnowski Drive, Glenville, New York, 12302
(518) 377-3311 Fax: (518) 381-3668
Subsidiary: Trustco Bank
Contact: Robert M. Leonard
Vice President
(518) 381-3693
FOR IMMEDIATE RELEASE:
TrustCo Announces Record Second Quarter Results
And Appoints New Director
Glenville, New York - July 19, 2005 TrustCo Bank Corp NY (TrustCo, Nasdaq:
TRST) today announced that it achieved record results for the second quarter
of 2005 and for the first six months of the year. Net income for the second
quarter of 2005 was $15.0 million, or $0.199 diluted earnings per share,
compared to $14.4 million, or $0.191 diluted earnings per share, for the
second quarter of 2004. The second quarter results reflect an increase of 4.3%
in net income and 4.2% in diluted earnings per share over the comparable period
in 2004.
Year to date results reflect increases in both net income and diluted earnings
per share between 2004 and 2005. For the six months ended June 30, 2005 net
income was $29.9 million and diluted earnings per share were $0.396 compared to
net income of $28.5 million and diluted earnings per share of $0.380 for the
comparable six month period in 2004. The six-month results reflect an increase
of 4.9% in net income and 4.2% in diluted earnings per share for 2005 compared
to the same six-month period in 2004.
The expansion of our branch network continues. In Florida, the Oviedo and
Winter Springs branches opened during the second quarter of 2005. These offices
bring our total to nine in Florida and 77 overall.
Commenting on the results for 2005, Robert J. McCormick, President and Chief
Executive Officer noted, "The current quarter and the year to date 2005 results
are very good, and set the stage for continued growth into the second half of
this year."
"I am pleased to announce that Thomas O. Maggs was seated as a director at the
July meetings of the Bank and Holding Company Boards of Directors. Mr. Maggs is
president of Maggs & Associates The Business Insurance Brokers, Inc. located
in Schenectady, New York."
TrustCo Bank Corp NY is a $2.9 billion bank holding company and through its
subsidiary, Trustco Bank, operates 77 offices in New York, Vermont, and
Florida. In addition, the bank operates a full service Trust Department that
has $974 million of assets under management. The common shares of TrustCo are
traded on the Nasdaq National Market tier of the Nasdaq Stock Market under the
symbol TRST.
Except for the historical information contained herein, the matters discussed
in this news release and other information contained in TrustCo's Securities
and Exchange Commission 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.
TrustCo 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 risk factors, including, but not limited to: (1) credit
risk, (2) interest rate risk, (3) competition, (4) changes in the regulatory
environment, and (5) changes in general business and economic trends, could
cause the actual results or circumstances for future periods to differ
materially from those anticipated or projected in the forward-looking
statements.
# # #
6
TRUSTCO BANK CORP NY
GLENVILLE, NY
FINANCIAL HIGHLIGHTS
(dollars in thousands, except per share data)
Three Months Ended
06/30/05 03/31/05 06/30/04
Summary of operations
Net interest income (TE) $ 27,600 25,856 26,025
Provision (credit) for loan losses (1,580) (1,500) 150
Net securities transactions 1,255 3,652 3,588
Noninterest income 5,645 4,486 4,787
Noninterest expense 12,223 11,730 11,699
Net income 14,985 14,907 14,371
Per common share
Net income per share:
- Basic $ 0.200 0.199 0.193
- Diluted 0.199 0.197 0.191
Cash dividends 0.150 0.150 0.150
Tangible Book value at period end 3.12 2.99 2.89
Market price at period end 13.06 11.49 13.10
At period end
Full time equivalent employees 501 513 494
Full service banking offices 77 75 69
Performance ratios
Return on average assets 2.11 % 2.13 2.04
Return on average equity (1) 26.52 26.83 28.18
Efficiency (2) 36.37 40.05 37.67
Net interest spread (TE) 3.72 3.50 3.57
Net interest margin (TE) 3.98 3.75 3.78
Dividend payout ratio 75.12 75.47 77.54
Capital ratios at period end (3)
Total equity to assets 8.00 % 7.94 7.41
Tier 1 risk adjusted capital 17.03 17.33 16.61
Total risk adjusted capital 18.31 18.61 17.89
Asset quality analysis at period end
Nonperforming loans to total loans 0.23 % 0.25 0.25
Nonperforming assets to total assets 0.11 0.11 0.10
Allowance for loan losses to total loans 3.60 3.84 4.14
Coverage ratio (4) 15.9 X 15.4 16.8
(1)Average equity excludes the effect of the market value adjustment for
securities available for sale.
(2)Calculated as noninterest expense (excluding ORE income/expense and any
nonrecurring charges) divided by taxable equivalent net interest income plus
noninterest income (excluding net securities transactions).
(3)Capital ratios exclude the effect of the market value adjustment for
securities available for sale.
(4)Calculated as allowance for loan losses divided by total nonperforming
loans.
TE = Taxable equivalent.
7
FINANCIAL HIGHLIGHTS, Continued Page 2
Six Months Ended
06/30/05 06/30/04
Summary of operations
Net interest income (TE) $ 53,452 52,460
Provision (credit) for loan losses (3,080) 300
Net securities transactions 4,907 7,774
Noninterest income 10,131 9,322
Noninterest expense 23,953 24,207
Net income 29,892 28,504
Per common share (1)
Net income per share:
- Basic $ 0.399 0.384
- Diluted 0.396 0.380
Cash dividends 0.300 0.300
Tangible Book value at period end 3.12 2.89
Market price at period end 13.06 13.10
Performance ratios
Return on average assets 2.12 % 2.04
Return on average equity (2) 26.67 27.74
Efficiency (3) 38.13 38.28
Net interest spread (TE) 3.61 3.67
Net interest margin (TE) 3.87 3.87
Dividend payout ratio 75.29 78.09
(1)Average equity excludes the effect of the market value adjustment for
securities available for sale.
(2)Calculated as noninterest expense (excluding ORE income/expense and any
nonrecurring charges) divided by taxable equivalent net interest income plus
noninterest income (excluding net securities transactions).
(3)Capital ratios exclude the effect of the market value adjustment for
securities available for sale.
TE = Taxable equivalent.
8
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION Page 3
(dollars in thousands)
06/30/05 12/31/04 06/30/04
ASSETS
Loans, net $ 1,285,986 1,190,681 1,118,063
Securities available for sale 1,133,091 895,989 1,122,266
Federal funds sold and other
short-terminvestments 336,002 642,208 484,433
------------ ---------- ----------
Total earning assets
2,755,079 2,728,878 2,724,762
Cash and due from banks 50,242 54,222 46,575
Bank premises and equipment 21,135 22,479 20,091
Other assets 52,331 58,255 57,799
------------ ---------- ----------
Total assets $ 2,878,787 2,863,834 2,849,227
============ ========== ==========
LIABILITIES
Deposits:
Demand $ 231,700 237,423 209,271
Interest-bearing checking 320,357 336,538 332,269
Savings 797,152 820,593 827,145
Money market 146,823 155,299 160,944
Certificates of deposit
(in denominations of $100,000 or more) 189,781 178,021 174,882
Other time deposits 802,033 799,228 789,485
---------- --------- ---------
Total deposits 2,487,846 2,527,102 2,493,996
Short-term borrowings 84,404 77,979 106,656
Long-term debt 100 114 141
Due to broker 40,607 - -
Other liabilities 31,602 32,807 33,815
---------- --------- ---------
Total liabilities 2,644,559 2,638,002 2,634,608
SHAREHOLDERS' EQUITY 234,228 225,832 214,619
---------- --------- ---------
Total liabilities and
shareholders' equity $ 2,878,787 2,863,834 2,849,227
========== ========= =========
Number of common shares
outstanding, in thousands
74,896 74,540 74,191
9
CONSOLIDATED STATEMENTS OF INCOME Page 4
(dollars in thousands, except per share data)
Three Months Ended
06/30/05 03/31/05 06/30/04
Interest income
Loans $ 20,988 19,982 18,429
Investments 12,831 11,100 14,470
Federal funds sold and
other short term investments 3,197 3,803 1,206
----------- -------- ---------
Total interest income 37,016 34,885 34,105
Interest expense
Deposits 9,887 9,630 9,236
Borrowings 421 395 203
----------- -------- ---------
Total interest expense 10,308 10,025 9,439
----------- -------- ---------
Net interest income 26,708 24,860 24,666
Provision (credit) for loan losses (1,580) (1,500) 150
----------- -------- ---------
Net interest income after
provision for loan losses 28,288 26,360 24,516
Net securities transactions 1,255 3,652 3,588
Noninterest income 5,645 4,486 4,787
Noninterest expense 12,223 11,730 11,699
----------- -------- ---------
Income before income taxes 22,965 22,768 21,192
Income tax expense 7,980 7,861 6,821
----------- -------- ---------
Net income $ 14,985 14,907 14,371
=========== ======== =========
Net income per share:
- Basic $ 0.200 0.199 0.193
- Diluted $ 0.199 0.197 0.191
Avg equivalent shares outstanding, in thousands:
- Basic 75,056 74,881 74,354
- Diluted 75,369 75,486 75,095
10
CONSOLIDATED STATEMENTS OF INCOME Page 5
(dollars in thousands, except per share data)
Six Months Ended
06/30/05 06/30/04
Interest income
Loans $ 40,970 37,210
Investments 23,931 28,904
Federal funds sold and
other short term investments 7,000 2,400
----------- ----------
Total interest income 71,901 68,514
Interest expense
Deposits 19,517 18,401
Borrowings 816 384
----------- ----------
Total interest expense 20,333 18,785
Net interest income 51,568 49,729
Provision (credit) for loan losses (3,080) 300
----------- ----------
Net interest income after
provision for loan losses 54,648 49,429
Net securities transactions 4,907 7,774
Noninterest income 10,131 9,322
Noninterest expense 23,953 24,207
----------- ----------
Income before income taxes 45,733 42,318
Income tax expense 15,841 13,814
----------- ----------
Net income $ 29,892 28,504
=========== ==========
Net income per share:
- Basic $ 0.399 0.384
- Diluted $ 0.396 0.380
Avg equivalent shares outstanding, in thousands:
- Basic 74,972 74,241
- Diluted 75,429 75,085
11
CONSOLIDATED AVERAGE STATEMENTS OF FINANCIAL CONDITION Page 6
(in thousands)
Three Months Ended
06/30/05 03/31/05 06/30/04
Total assets $ 2,844,487 2,842,312 2,840,752
Shareholders' equity 228,129 228,538 213,533
Total loans 1,299,284 1,251,553 1,162,207
Securities available for sale 1,024,768 874,115 1,090,677
Interest-earning assets 2,770,552 2,754,905 2,749,117
Interest-bearing deposits 2,273,100 2,279,234 2,271,260
Interest-bearing liabilities 2,354,702 2,361,805 2,383,542
Demand deposits 233,138 226,403 208,612
Six Months Ended
06/30/05 06/30/04
Total assets $ 2,843,406 2,811,260
Shareholders' equity 228,332 221,968
Total loans 1,275,550 1,161,989
Securities available for sale 949,857 1,059,597
Interest-earning assets 2,762,772 2,707,721
Interest-bearing deposits 2,276,151 2,248,642
Interest-bearing liabilities 2,358,235 2,354,709
Demand deposits 229,789 201,832
12