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 period ended Commission File Number 0-10592
March 31, 2007
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 Identification No.)
incorporation or organization)
5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 377-3311
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. (x) Yes ( ) No
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer (x) Accelerated filer ( ) Non-accelerated filer ( )
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
( ) 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 April 30, 2007
--------------------- ----------------------------
$1 Par Value 75,115,857
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 1
Ended March 31, 2007 and 2006
Consolidated Statements of Financial Condition as of 2
March 31, 2007 and December 31, 2006
Consolidated Statements of Changes in Shareholders' 3
Equity for the Three Months Ended March 31, 2007 and 2006
Consolidated Statments of Cash Flows for the Three 4-5
Months Ended March 31, 2007 and 2006
Notes to Consoldated Interim Financial Statements 6-11
Report of Independent Registered Public Accounting Firm 12
Item 2. Management's Discussion and Analysis of Financial 13-26
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 27
Item 4. Controls and Procedures 27 - 28
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 29
Item 1A. Risk Factors 29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 29
Item 3. Defaults Upon Senior Securities 29
Item 4. Submissions of Matters to a Vote of Security Holders 29
Item 5. Other Information 29
Item 6. Exhibits and Reports Form 8-K 30
TRUSTCO BANK CORP NY
Consolidated Statements of Income (Unaudited)
(dollars in thousands, except per share data)
3 Months Ended
March 31,
--------------------------------
2007 2006
-------------- --------------
Interest and dividend income:
Interest and fees on loans $ 28,631 24,351
Interest and dividends on:
U.S. Treasuries and agencies and
government sponsored enterprises 9,659 9,983
States and political subdivisions 1,449 1,363
Mortgage-backed securities and
collateralized mortgage obligations 1,964 2,294
Other securities 139 226
Interest on federal funds sold and
other short term investments 3,439 2,492
-------------- --------------
Total interest income 45,281 40,709
-------------- --------------
Interest expense:
Interest on deposits:
Interest-bearing checking 202 284
Savings 2,424 2,366
Money market deposit accounts 3,304 1,841
Time deposits 14,636 9,928
Interest on short-term borrowings 993 778
Interest on long-term debt 1 1
-------------- --------------
Total interest expense 21,560 15,198
-------------- --------------
Net interest income 23,721 25,511
Provision (credit) for loan losses 0 (1,800)
-------------- --------------
Net interest income after provision
(credit) for loan losses 23,721 27,311
-------------- --------------
Noninterest income:
Trust department income 1,453 1,238
Fees for other services to customers 2,306 1,931
Unrealized trading gains 3,445 0
Net loss on securities transactions 0 (288)
Other 344 424
-------------- --------------
Total noninterest income 7,548 3,305
-------------- --------------
Noninterest expenses:
Salaries and employee benefits 4,909 4,961
Net occupancy expense 2,417 1,974
Equipment expense 744 741
Professional services 938 824
Outsourced services 1,073 1,051
Other real estate expenses / (income) 20 (10)
Other 2,605 2,384
-------------- --------------
Total noninterest expenses 12,706 11,925
-------------- --------------
Income before taxes 18,563 18,691
Income taxes 6,249 6,325
-------------- --------------
Net income $ 12,314 12,366
============== ==============
Net income per Common Share:
- Basic $ 0.164 0.165
============== ==============
- Diluted $ 0.164 0.164
============== ==============
See accompanying notes to unaudited consolidated interim financial statements.
1
TRUSTCO BANK CORP NY
Consolidated Statements of Condition
(dollars in thousands, except per share data)
03/31/07 12/31/06
-------------- --------------
ASSETS:
Cash and due from banks $ 39,435 47,889
Federal funds sold and other
short term investments 335,259 243,449
-------------- --------------
Total cash and cash equivalents 374,694 291,338
Trading securities:
Government sponsored enterprises 505,690 0
Securities available for sale:
Government sponsored enterprises 197,723 734,547
States and political subdivisions 132,425 132,879
Mortgage-backed securities and
collateralized mortgage obligations 163,014 167,899
Other 12,501 12,945
-------------- --------------
Total securities available for sale 505,663 1,048,270
-------------- --------------
Loans:
Commercial 269,903 263,041
Residential mortgage loans 1,281,572 1,250,427
Home equity line of credit 242,606 242,555
Installment loans 6,207 6,491
-------------- --------------
Total loans 1,800,288 1,762,514
-------------- --------------
Less:
Allowance for loan losses 35,357 35,616
-------------- --------------
Net loans 1,764,931 1,726,898
Bank premises and equipment, net 24,966 24,050
Other assets 68,921 70,631
-------------- --------------
Total assets $ 3,244,865 3,161,187
============== ==============
LIABILITIES:
Deposits:
Demand $ 249,034 259,401
Interest-bearing checking 280,106 290,784
Savings accounts 657,762 662,310
Money market deposit accounts 330,335 310,719
Certificates of deposit
(in denominations of $100,000 or more) 332,134 299,813
Time deposits 1,032,432 976,356
-------------- --------------
Total deposits 2,881,803 2,799,383
Short-term borrowings 97,064 95,507
Long-term debt 51 59
Accrued expenses and other liabilities 25,967 26,715
-------------- --------------
Total liabilities 3,004,885 2,921,664
-------------- --------------
SHAREHOLDERS' EQUITY:
Capital stock par value $1; 150,000,000
shares authorized and 82,168,851 and
82,149,776 shares issued at March 31, 2007
and December 31, 2006, respectively 82,169 82,150
Surplus 119,755 119,313
Undivided profits 102,033 110,304
Accumulated other comprehensive income
(loss), net of tax 5,463 (2,928)
Treasury stock at cost - 7,270,134 and
7,276,450 shares at March 31, 2007
and December 31, 2006, respectively (69,440) (69,316)
-------------- --------------
Total shareholders' equity 239,980 239,523
-------------- --------------
Total liabilities and
shareholders' equity $ 3,244,865 3,161,187
============== ==============
See accompanying notes to unaudited consolidated interim financial statements.
2
TRUSTCO BANK CORP NY
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
(dollars in thousands, except per share data)
Accumulated
Other
Capital Undivided Comprehensive Comprehensive Treasury
Stock Surplus Profits Income (Loss) Income Stock Total
-------------------------------------------------------------------------------------------
Beginning balance, January 1, 2006 $82,120 117,770 103,315 (6,054) (68,490) 228,661
Adjustment to January 1, 2006
beginning balance for adoption
of SAB No. 108 - - 9,571 - - 9,571
-------------------------------------------------------------------------------------------
January 1, 2006 beginning balance
as adjusted 82,120 117,770 112,886 (6,054) (68,490) 238,232
Comprehensive income:
Net Income - Three Months Ended
March 31, 2006 12,366 12,366 12,366
Other comprehensive loss,
net of tax:
Unrealized net holding loss on
securities available-for-sale
arising during the period, net
of tax (pretax loss of $13,039) (7,837)
Reclassification adjustment for
net gain realized in net income
during the year (pretax loss
$288) 171
------
Other comprehensive loss (7,666) (7,666) (7,666)
------
Comprehensive income 4,700
------
Cash dividend declared, $.160 per
share (11,974) (11,974)
Stock options exercised and related
excess tax benefits 179 179
Treasury stock purchased
(155,765 shares) (1,957) (1,957)
Sale of treasury stock
(139,702 shares) 244 1,902 2,146
-------------------------------------------------------------------------------------------
Ending balance, March 31, 2006 $82,120 118,193 113,278 (13,720) (68,545) 231,326
-------------------------------------------------------------------------------------------
Beginning balance, January 1, 2007 $82,150 119,313 110,304 (2,928) (69,316) 239,523
Adjustment to initially apply
FAS No. 159 (8,606) 8,606 -
Comprehensive income:
Net Income - Three Months Ended
March 31, 2007 12,314 12,314 12,314
Other comprehensive loss,
net of tax:
Amortization of prior service
cost on pension and post
retirement plans, net of tax
(pretax of $121) (73)
Unrealized net holding loss on
securities available-for-sale
arising during the period, net
of tax (pretax loss of $235) (142)
------
Other comprehensive loss (215) (215) (215)
------
Comprehensive income 12,099
------
Cash dividend declared, $.160 per
share (11,979) (11,979)
Stock options exercised and
related excess tax benefits 19 116 135
Treasury stock purchased
(180,497 shares) (1,904) (1,904)
Sale of treasury stock
(186,813 shares) 326 1,780 2,106
-------------------------------------------------------------------------------------------
Ending balance, March 31, 2007 $82,169 119,755 102,033 5,463 (69,440) 239,980
-------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated interim financial statements.
3
TRUSTCO BANK CORP NY
Consolidated Statements of Cash Flows (Unaudited)
(dollars in thousands)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
YEAR ENDED MARCH 31, 2007 2006
-------------- --------------
Cash flows from operating activities:
Net income $ 12,314 12,366
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 646 700
Gain on sale of other real estate owned - (34)
Provision (credit) for loan losses - (1,800)
Deferred tax expense 1,163 999
Net gain on sale of bank premises
and equipment - (29)
Net loss on sale of securities available
for sale - 288
Unrealized appreciation of trading
securities (3,445) -
Decrease in taxes receivable 6,263 6,172
(Increase) decrease in interest receivable (3,025) 260
Increase in interest payable 244 140
Increase in other assets (2,530) (1,535)
Decrease in accrued expenses and
other liabilities (992) 2,879)
-------------- --------------
Total adjustments (1,676) 2,282
-------------- --------------
Net cash provided by operating activities 10,638 14,648
-------------- --------------
Cash flows from investing activities:
Proceeds from sales and calls of
securities available for sale 9,593 42,133
Purchases of securities available for sale (517) (84,026)
Proceeds from maturities of securities
available for sale 31,050 550
Net increase in loans (38,173) (58,933)
Proceeds from dispositions of other
real estate owned - 57
Proceeds from dispositions of bank
premises and equipment - 38
Purchases of bank premises and equipment (1,562) (1,514)
-------------- --------------
Net cash provided by (used in)
investing activities 391 (101,695)
-------------- --------------
Cash flows from financing activities:
Net increase in deposits 82,420 17,203
Net increase in short-term borrowings 1,557 12,301
Repayment of long-term debt (8) (7)
Proceeds from exercise of stock options
and related excess tax benefits 135 179
Proceeds from sale of treasury stock 2,106 2,146
Purchase of treasury stock (1,904) (1,957)
Dividends paid (11,979) (11,964)
-------------- --------------
Net cash provided by financing
activities 72,327 17,901
-------------- --------------
Net increase (decrease) in cash and
cash equivalents 83,356 (69,146)
Cash and cash equivalents at beginning
of period 291,338 312,863
-------------- --------------
Cash and cash equivalents at end of period $ 374,694 243,717
============== ==============
(continued)
See accompanying notes to unaudited consolidated interim financial statements.
4
TRUSTCO BANK CORP NY
Consolidated Statements of Cash Flows (Unaudited)
(dollars in thousands)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
YEAR ENDED MARCH 31,
2007 2006
-------------- --------------
Cash paid during the year for:
Interest paid $ 21,316 15,058
Income taxes (refunded) paid (15) 81
Non cash investing and financing activities:
Transfer of loans to other real estate owned 140 28
Increase in dividends payable - 10
Change in unrealized loss on securities
available for sale-gross of deferred taxes (235) (12,751)
Change in deferred tax effect on unrealized
loss on securities available for sale 93 5,084
Amortization of prior service cost on
pension and post retirement plans 121 -
Change in deferred tax effect of
amortization of prior service cost (48) -
Securities available for sale transferred
to trading securities 516,558 -
Cumulative effect of the adoption of
FASB Statement No.
No. 159-gross of deferred taxes 14,313 -
Change in deferred tax effect of the
adoption of FASB Statement No. 159 (5,707) -
Cumulative effect of the adoption of
Staff Accounting Bulletin
No. 108-gross of deferred taxes - 15,877
Change in deferred tax effect of the
adoption of Staff Accounting Bulletin
No. 108 - (6,306)
See accompanying notes to unaudited consolidated interim financial statements.
5
TrustCo Bank Corp NY
Notes to Consolidated Interim Financial Statements
(Unaudited)
1. Financial Statement Presentation
The unaudited Consolidated Interim Financial Statements of TrustCo Bank Corp
NY (the Company) include the accounts of the subsidiaries after elimination
of all significant intercompany accounts and transactions. Prior year amounts
have been reclassified to conform to the current year presentation.
In the opinion of the management of the Company, the accompanying unaudited
Consolidated Interim Financial Statements contain all adjustments necessary
to present fairly the financial position as of March 31, 2007 and the results
of operations and cash flows for the three months ended March 31, 2007 and
2006. 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 2006 Annual Report to Shareholders on Form 10-K.
2. Earnings Per Share
A reconciliation of the component parts of earnings per share (EPS) for
the three month period ended March 31, 2007 and 2006 follows:
Weighted
Average
Net Shares Per Share
Income Outstanding Amounts
------ ----------- ---------
(In thousands,except per share
For the quarter ended March 31, 2007:
Basic EPS:
Net income available to
Common shareholders $12,314 74,952 $0.164
Effect of Dilutive Securities:
Stock options - 102 (.000)
------- ------ ------
Diluted EPS $12,314 75,054 $0.164
======= ====== ======
For quarter ended
March 31, 2006:
Basic EPS:
Net income available to
Common shareholders $12,366 74,871 $0.165
Effect of Dilutive Securities:
Stock options - 392 (.001)
------- ------ ------
Diluted EPS $12,366 75,263 $0.164
======= ====== ======
6
TrustCo Bank Corp NY
Notes to Consolidated Interim Financial Statements
(unaudited) continued
3. Benefit Plans
The table below outlines the component's of the Company's net periodic expense
(benefit) recognized during the three months ended March 31, 2007 and 2006 for
its pension and other postretirement benefit plans:
Components of Net Periodic Expense/(Benefit) (dollars in thousands)
Pension Benefits Other Postretirement Benefits
---------------------- -----------------------------
2007 2006 2007 2006
----- ---- ---- ----
Service cost $ - 191 7 9
Interest cost 354 388 14 18
Expected return on plan assets (460) (448) (103) (102)
Amortization of prior service cost - 27 (121) (114)
----- ---- ---- ----
Net periodic expense/(benefit) $(106) 158 (203) (189)
===== ==== ==== ====
The Company previously disclosed in its consolidated financial statements for
the year ended December 31, 2006, that it did not expect to make any
contributions to its pension and postretirement benefit plans in 2007. As of
March 31, 2007, no contributions have been made. The Company presently
anticipates that in accordance with IRS limitations and accounting standards,
it will not make any contributions in 2007.
4. Adoption of New Accounting Pronouncements
(a.) Statements of Financial Accounting Standards No. 159 "The Fair Value
Option for Financial Assets and Financial Liabilities, including an
amendment of FASB Statement No. 115", and No. 157 "Fair Value
Measurements".
Effective January 1, 2007 TrustCo elected early adoption of Statements
of Financial Accounting Standards ("SFAS") No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115" (SFAS No. 159), and No. 157 "Fair Value Measurements"
(SFAS No. 157). SFAS No. 159, which was issued in February 2007, generally
permits the measurement of selected eligible financial instruments at fair
value at specified election dates. SFAS No. 157 generally establishes the
definition of fair value and expands disclosures about fair value
measurement. This statement establishes a hierarchy of the levels of fair
value measurement techniques. Upon adoption of SFAS No. 159, TrustCo elected
to apply the fair value option for certain government sponsored enterprises
securities with lower yields, which generally had longer duration, that were
classified as the available for sale portfolio totaling approximately $517
million. Prior to the adoption of SFAS No. 159, the Company intended to hold
these securities until a market price recovery or possibly to maturity. The
Company changed its intent with respect to these securities to enable the
Company to record these losses directly to undivided profits rather than
current income based on the transition provisions of SFAS 159 by electing the
fair value option for these securities. As a result, unrealized losses of
$8.6 million were directly recorded to undivided profits. This charge to
undivided profits had no overall impact on total shareholders' equity because
the fair value adjustment had previously been included as an element of
shareholders' equity in the accumulated other comprehensive income (loss)
account, net of tax.
7
TrustCo Bank Corp NY
Notes to Consolidated Interim Financial Statements
(unaudited) continued
As a result of TrustCo's fair value measurement election for the above
financial instruments, TrustCo recorded $3.4 million of pre-tax unrealized
trading gains in its first quarter earnings for the change in fair value of
such instruments from the effective election date of January 1, 2007 to March
31, 2007. Additionally, TrustCo has sold in the second quarter all of these
securities and will recognize pre-tax trading losses of $2.7 million in the
second quarter. While the proceeds from this sale were initially invested in
federal funds sold, the Company intends to re-invest these proceeds by
purchasing securities, primarily Government sponsored enterprises, for its
trading portfolio. As of April 30, 2007 $240 million of government sponsored
enterprises securities were purchased for the trading portfolio and the
Company expects that substantially all of the remainder of the proceeds will
be likewise invested in government sponsored enterprises trading securities
by the end of the second quarter. TrustCo believes that its adoption of the
standard will have a positive impact on its ability to manage its investment
portfolio because it will enable the Company to sell the securities that it
has elected the fair value option for without recording other-than-temporary
impairment on the remainder of the available-for-sale portfolio.
Additionally, recording the unrealized losses on these securities directly to
undivided profits as part of the transition adjustment will benefit net
income because the loss will not be realized in the income statement when the
security is sold. If the trading securities were not sold, or if they were
sold and the proceeds were reinvested in securities with nearly identical
characteristics, then the portfolio would have a higher yield for accounting
purposes, even if the cash interest earned was not changed.
As already stated, the Company recorded a $8.6 million charge to
undivided profits as a result of adopting SFAS No. 159 as of January 1, 2007.
Had the Company not adopted this new accounting standard and reclassifed the
available for sale securities to trading account assets as of that date, the
charge to capital would have been recorded as a charge to net income and the
$3.4 million of pre-tax unrealized gains on trading account assets recognized
during the quarter would also not have been recognized.
In determining the fair for the trading account securities the Company
utilized an independent bond pricing service.
The following table presents information relative to the assets identified
for the fair value option of accounting as of the initial implementation date
of January 1, 2007:
Statement Statement of
of Condition Net Loss Condition
12/31/06 recognized after adoption
Prior to upon of Fair
adoption adoption Value Option
------------ ---------- --------------
($ in thousands)
Securities available for sale
transferred to trading
account assets:
Amortized cost $516,558 (14,313) 502,245
Unrealized depreciation (14,313) 14,313 -
-------- ------- -------
Net transferred to trading
account assets $502,245 - 502,245
======== ======= =======
The securities transferred to trading account assets as of January 1, 2007
were included previously in the available for sale portfolio as Government
sponsored enterprises.
8
TrustCo Bank Corp NY
Notes to Consolidated Interim Financial Statements
(unaudited) continued
TrustCo determined that it would be appropriate to account for certain
of the Government sponsored enterprises securities at fair value based upon
the relatively low interest rate on these bonds. Government sponsored
enterprises bonds held by Trustco Bank in the available for sale portfolio as
of January 1, 2007 under a predetermined interest rate (generally 5.45% or
below) were identified as bonds to be recorded at fair value (the bonds also
had an average life to maturity of approximately 9 years). Interest on
trading account securities are recorded in the Consolidated Statements of
Income based upon the coupon of the underlying bond and the par value of the
securities. Unrealized gains and losses on the trading account securities are
recognized based upon the fair value at period end compared to the beginning
of that period.
After the adoption of SFAS 159 as of January 1, 2007 there were $232.3
million of remaining Government sponsored enterprises obligations classified
as available for sale securities which had gross unrealized losses of $3.3
million. These securities are primarily higher yielding assets and also
generally had shorter terms to final maturity. It is management's intention
that Government sponsored enterprises securities that remain in the Available
for Sale portfolio after the adoption of SFAS 159 will be held to generate
relatively higher yields or provide liquidity in the form of maturing or
called securities. The yield on the securities in the available for sale
portfolio ranged from 4.30% to 5.82%, and had an average term to maturity of
7 years, ranging from 2007-2019 final maturity.
The following table presents the financial instruments recorded at fair value
by the Company as of March 31, 2007 and for the three months ended March 31,
2007.
(in thousands)
Change in fair value for
the 3 month period from
January 1, 2007 to March 31, 2007
for items measured at fair value
pursuant to election of the
Fair Value Measurements at March 31, 2007 using: Fair Value Option
--------------------------------------------------------------------------- -----------------------------------
Total carrying Total
amount in Quoted Prices Changes in
Statement of Statement 107 in Active Significant Fair Values
Financial Fair Value Fair Value Markets for other Salaries Included
Position Estimate Measurement Identical observable Unrealized and in Current
As of As of As of Assets input Trading Employee Period
3/31/2007 3/31/2007 3/31/2007 (Level 1) (Level 2) Gains Benefits Earnings
-------------- ------------- ----------- -------------- ----------- ---------- -------- -----------
Assets
available
for sale 505,663 505,663 505,663 406,111 99,552 - - -
Trading
account
assets 505,690 505,690 505,690 505,690 - 3,445 - 3,445
Other
real
estate
owned 232 232 232 - 232 - - -
Assets available for sale and trading account securities are fair valued
utilizing an independent bond pricing service for identical assets or
significantly similar securities. Other real estate owned fair value is
determined by observable comparable sales and property valuation techniques.
9
TrustCo Bank Corp NY
Notes to Consolidated Interim Financial Statements
(unaudited) continued
(b.) FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes"
TrustCo adopted Financial Accounting Standards Board Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes" ("FIN 48") as of January 1,
2007. FIN 48 presribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken
or expected to be taken on a tax return. As a result of the Company's
adoption of FIN 48, there were no required adjustments to the Company's
consolidated financial statements.
TrustCo has implemented certain tax return positions that have not been fully
recognized for financial statement purposes based upon management's
evaluation of the probability of the benefit being realized. For 2007 the
Company has recognized interest expense on the potential settlement amount as
an element of other expenses and nothing for potential tax penalties.
For the three month ended March 31, 2007 the unrecognized tax benefit and
change in that benefit from the beginning of the year is as follows:
(Dollars in thousands)
Balance January 1, 2007 $3,392
Additional unrecognized benefit
for the period from 1/1/07 to 3/31/07 234
------
Balance March 31, 2007 $3,626
======
If the unrecognized tax benefit were to be recognized for financial
reporting purposes the impact would be to decrease total tax expense by the
balance not previously recognized (as of March 31, 2007 that amount would be
$2.4 million, after tax). Interest expense of $30 thousand has been recorded
during the first quarter of 2007 and included in accrued expenses and other
liabilities (no penalties have been accrued). The total accrual for interest
expense included in the statement of financial condition is $419 thousand and
is included in accrued expenses and other liabilities.
The New York State tax returns are currently under audit for the periods
that the unrecognized tax return position was initiated. Open Federal tax
years are 2003, 2004 and 2005, and for New York State they are 2002 through
2005. The 2006 state and federal tax returns have not been filed.
The Company does not believe the unrecognized tax benefit will significantly
increase or decrease within the next twelve months except if the New York
State tax return audits are completed.
10
TrustCo Bank Corp NY
Notes to Consolidated Interim Financial Statements
(unaudited) continued
(c.) Prior Year Immaterial Uncorrected Misstatements
As described in the Company Annual Report on Form 10-K in 2006 the
Company adopted the Staff Accounting Bulletin (SAB) No. 108 "Considering the
Effects of Prior Year Misstatements When Quantifying Misstatements in Current
Year Financial Statements." As a result of the Adoption of SAB No. 108
TrustCo recognized a reduction in other liabilities of $8.3 million and a
decrease in the allowance for loan losses of $7.6 million. These entries were
recorded as adjustments of the beginning of the year 2006 opening balances
for these accounts and the impact, net of tax, was reflected in shareholders
equity as an adjustment to January 1, 2006 undivided profits.
5. Guarantees
The Company does not issue any guarantees that would require
liability-recognition or disclosure, other than its standby letters of
credit. Standby letters of credit are conditional commitments issued by the
Company to guarantee the performance of a customer to a third party. Standby
letters of credit generally arise in connection with lending relationships.
The credit risk involved in issuing these instruments is essentially the same
as that involved in extending loans to customers. Contingent obligations
under standby letters of credit totaled approximately $4.1 million at March
31, 2007 and represent the maximum potential future payments the Company
could be required to make. Typically, these instruments have terms of twelve
months or less and expire unused; therefore, the total amounts do not
necessarily represent future cash requirements. Each customer is evaluated
individually for creditworthiness under the same underwriting standards used
for commitments to extend credit and on-balance sheet instruments. Company
policies governing loan collateral apply to standby letters of credit at the
time of credit extension. Loan-to-value ratios are generally consistent with
loan-to-value requirements for other commercial loans secured by similar
types of collateral. The fair value of the Company's standby letters of
credit at March 31, 2007 was insignificant.
11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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 March 31, 2007, and the
related consolidated statements of income, changes in shareholders' equity,
and cash flows for the three-month periods ended March 31, 2007 and 2006.
These consolidated financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States),
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 accounting principles generally
accepted in the United States of America.
As discussed in Note 4 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 159 "The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment
of FASB Statement No. 115" as of January 1, 2007, and Staff Accounting
Bulletin No. 108 "Considering the Effects of Prior Year Misstatements when
Quantifying Misstatement In Current Year Financial Statements" as of January
1, 2006.
We have previously audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated
statement of financial condition of TrustCo Bank Corp NY and subsidiaries as
of December 31, 2006, 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 February 27, 2007, 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, 2006 is fairly stated, in all
material respects, in relation to the consolidated statement of financial
condition from which it has been derived.
/s/ KPMG LLP
------------
KPMG LLP
Albany, New York
May 4, 2007
12
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
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 period ended March 31, 2007, with
comparisons to 2006 as applicable. Net interest margin is presented on a
fully taxable equivalent basis in this discussion. The consolidated interim
financial statements and related notes, as well as the 2006 Annual Report to
Shareholders should be read in conjunction with this review. Amounts in prior
period consolidated interim financial statements are reclassified whenever
necessary to conform to the current period's presentation.
Forward-looking Statements
Statements included in this review and in future filings by TrustCo with the
Securities and Exchange Commission, in TrustCo's press releases, and in oral
statements made with the approval of an authorized executive officer, which
are not historical or current facts, are "forward-looking statements" made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, and are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical earnings and
those presently anticipated or projected. TrustCo wishes to caution readers
not to place undue reliance on any such forward-looking statements, which
speak only as of the date made. The following important factors, among
others, in some cases have affected and in the future could affect TrustCo's
actual results, and could cause TrustCo's actual financial performance to
differ materially from that expressed in any forward-looking statement: (1)
credit risk, (2) interest rate risk, (3) competition, (4) changes in the
regulatory environment, and (5) changes in local market area and general
business and economic trends. The foregoing list should not be construed as
exhaustive, and the Company disclaims any obligation to subsequently revise
any forward-looking statements to reflect events or circumstances after the
date of such statements, or to reflect the occurrence of anticipated or
unanticipated events.
Following this discussion is the table "Distribution of Assets, Liabilities
and Shareholders' Equity: Interest Rates and Interest Differential" which
gives a detailed breakdown of TrustCo's average interest earning assets and
interest bearing liabilities for the three months ended March 31, 2007 and
2006.
Recently Adopted Fair Value Accounting
Adoption of New Accounting Pronouncements
(a.) Statements of Financial Accounting Standards No. 159 "The Fair Value
Option for Financial Assets and Financial Liabilities, including an
amendment of FASB Statement No. 115", and No. 157 "Fair Value
Measurements".
Effective January 1, 2007 TrustCo elected early adoption of Statements
of Financial Accounting Standards ("SFAS") No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115" (SFAS No. 159), and No. 157 "Fair Value Measurements"
(SFAS No. 157). SFAS No. 159, which was issued in February 2007, generally
permits the measurement of selected eligible financial instruments at fair
value at specified election dates. SFAS No. 157 generally establishes the
definition of fair value and expands disclosures about fair value
measurement. This statement establishes a hierarchy of the levels of fair
value measurement techniques. Upon adoption of SFAS No. 159, TrustCo elected
to apply the fair value option for certain government sponsored enterprises
securities with lower yields, which generally had longer duration, that were
classified as the available for sale portfolio totaling approximately $517
million. Prior to the adoption of SFAS No. 159, the Company intended to hold
these securities until a market price recovery or possibly to maturity. The
Company changed its intent with respect to these securities to enable the
Company to record these losses directly to undivided profits rather than
current income based on the transition provisions of SFAS 159 by electing the
fair value option for these securities. As a result, unrealized losses of
$8.6 million were directly recorded to undivided profits. This charge to
undivided profits had no overall impact on total shareholders' equity because
the fair value adjustment had previously been included as an element of
shareholders' equity in the accumulated other comprehensive income (loss)
account, net of tax.
13
TrustCo Bank Corp NY
Management's Discussion and Analysis - continued
March 31, 2007
As a result of TrustCo's fair value measurement election for the above
financial instruments, TrustCo recorded $3.4 million of pre-tax unrealized
trading gains in its first quarter earnings for the change in fair value of
such instruments from the effective election date of January 1, 2007 to March
31, 2007. Additionally, TrustCo has sold in the second quarter all of these
securities and will recognize pre-tax trading losses of $2.7 million in the
second quarter. While the proceeds from this sale were initially invested in
federal funds sold, the Company intends to re-invest these proceeds by
purchasing securities, primarily Government sponsored enterprises, for its
trading portfolio. As of April 30, 2007 $240 million of government sponsored
enterprises securities were purchased for the trading portfolio and the
Company expects that substantially all of the remainder of the proceeds will
be likewise invested in government sponsored enterprises trading securities
by the end of the second quarter. TrustCo believes that its adoption of the
standard will have a positive impact on its ability to manage its investment
portfolio because it will enable the Company to sell the securities that it
has elected the fair value option for without recording other-than-temporary
impairment on the remainder of the available-for-sale portfolio.
Additionally, recording the unrealized losses on these securities directly to
undivided profits as part of the transition adjustment will benefit net
income because the loss will not be realized in the income statement when the
security is sold. If the trading securities were not sold, or if they were
sold and the proceeds were reinvested in securities with nearly identical
characteristics, then the portfolio would have a higher yield for accounting
purposes, even if the cash interest earned was not changed.
As already stated, the Company recorded a $8.6 million charge to
undivided profits as a result of adopting SFAS No. 159 as of January 1, 2007.
Had the Company not adopted this new accounting standard and reclassifed the
available for sale securities to trading account assets as of that date, the
charge to capital would have been recorded as a charge to net income and the
$3.4 million of pre-tax unrealized gains on trading account assets recognized
during the quarter would also not have been recognized.
In determining the fair for the trading account securities the Company
utilized an independent bond pricing service.
The following table presents information relative to the assets identified
for the fair value option of accounting as of the initial implementation date
of January 1, 2007:
Statement Statement of
of Condition Net Loss Condition
12/31/06 recognized after adoption
Prior to upon of Fair
adoption adoption Value Option
------------ ---------- --------------
($ in thousands)
Securities available for sale
transferred to trading
account assets:
Amortized cost $516,558 (14,313) 502,245
Unrealized depreciation (14,313) 14,313 -
-------- ------- -------
Net transferred to trading
account assets $502,245 - 502,245
======== ======= =======
14
TrustCo Bank Corp NY
Management's Discussion and Analysis - continued
March 31, 2007
The securities transferred to trading account assets as of January 1, 2007
were included previously in the available for sale portfolio as Government
sponsored enterprises.
TrustCo determined that it would be appropriate to account for certain
of the Government sponsored enterprises securities at fair value based upon
the relatively low interest rate on these bonds. Government sponsored
enterprises bonds held by Trustco Bank in the available for sale portfolio as
of January 1, 2007 under a predetermined interest rate (generally 5.45% or
below) were identified as bonds to be recorded at fair value (the bonds also
had an average life to maturity of approximately 9 years). Interest on
trading account securities are recorded in the Consolidated Statements of
Income based upon the coupon of the underlying bond and the par value of the
securities. Unrealized gains and losses on the trading account securities are
recognized based upon the fair value at period end compared to the beginning
of that period.
After the adoption of SFAS 159 as of January 1, 2007 there were $232.3
million of remaining Government sponsored enterprises obligations classified
as available for sale securities which had gross unrealized losses of $3.3
million. These securities are primarily higher yielding assets and also
generally had shorter terms to final maturity. It is management's intention
that Government sponsored enterprises securities that remain in the Available
for Sale portfolio after the adoption of SFAS 159 will be held to generate
relatively higher yields or provide liquidity in the form of maturing or
called securities. The yield on the securities in the available for sale
portfolio ranged from 4.30% to 5.82%, and had an average term to maturity of
7 years, ranging from 2007-2019 final maturity.
The following table presents the financial instruments recorded at fair value
by the Company as of March 31, 2007 and for the three months ended March 31,
2007.
(in thousands)
Change in fair value for
the 3 month period from
January 1, 2007 to March 31, 2007
for items measured at fair value
pursuant to election of the
Fair Value Measurements at March 31, 2007 using: Fair Value Option
--------------------------------------------------------------------------- -----------------------------------
Total carrying Total
amount in Quoted Prices Changes in
Statement of Statement 107 in Active Significant Fair Values
Financial Fair Value Fair Value Markets for other Salaries Included
Position Estimate Measurement Identical observable Unrealized and in Current
As of As of As of Assets input Trading Employee Period
3/31/2007 3/31/2007 3/31/2007 (Level 1) (Level 2) Gains Benefits Earnings
-------------- ------------- ----------- -------------- ----------- ---------- -------- -----------
Assets
available
for sale 505,663 505,663 505,663 406,111 99,552 - - -
Trading
account
assets 505,690 505,690 505,690 505,690 - 3,445 - 3,445
Other
real
estate
owned 232 232 232 - 232 - - -
15
TrustCo Bank Corp NY
Management's Discussion and Analysis - continued
March 31, 2007
Assets available for sale and trading account securities are fair valued
utilizing an independent bond pricing service for identical assets or
significantly similar securities. Other real estate owned fair value is
determined by observable comparable sales and property valuation techniques.
(b.) FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes"
TrustCo adopted Financial Accounting Standards Board Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes" ("FIN 48") as of January 1,
2007. FIN 48 presribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken
or expected to be taken on a tax return. As a result of the Company's
adoption of FIN 48, there were no required adjustments to the Company's
consolidated financial statements.
TrustCo has implemented certain tax return positions that have not been fully
recognized for financial statement purposes based upon management's
evaluation of the probability of the benefit being realized. For 2007 the
Company has recognized interest expense on the potential settlement amount as
an element of other expenses and nothing for potential tax penalties.
For the three month ended March 31, 2007 the unrecognized tax benefit and
change in that benefit from the beginning of the year is as follows:
(Dollars in thousands)
Balance January 1, 2007 $3,392
Additional unrecognized benefit
for the period from 1/1/07 to 3/31/07 234
------
Balance March 31, 2007 $3,626
======
If the unrecognized tax benefit were to be recognized for financial
reporting purposes the impact would be to decrease total tax expense by the
balance not previously recognized (as of March 31, 2007 that amount would be
$2.4 million, after tax). Interest expense of $30 thousand has been recorded
during the first quarter of 2007 and included in accrued expenses and other
liabilities (no penalties have been accrued). The total accrual for interest
expense included in the statement of financial condition is $419 thousand and
is included in accrued expenses and other liabilities.
16
TrustCo Bank Corp NY
Management's Discussion and Analysis - continued
March 31, 2007
The New York State tax returns are currently under audit for the periods
that the unrecognized tax return position was initiated. Open Federal tax
years are 2003, 2004 and 2005, and for New York State they are 2002 through
2005. The 2006 state and federal tax returns have not been filed.
The Company does not believe the unrecognized tax benefit will significantly
increase or decrease within the next twelve months except if the New York
State tax return audits are completed.
(c.) Prior Year Immaterial Uncorrected Misstatements
As described in the Company Annual Report on Form 10-K in 2006 the
Company adopted the Staff Accounting Bulletin (SAB) No. 108 "Considering the
Effects of Prior Year Misstatements When Quantifying Misstatements in Current
Year Financial Statements." As a result of the Adoption of SAB No. 108
TrustCo recognized a reduction in other liabilities of $8.3 million and a
decrease in the allowance for loan losses of $7.6 million. These entries were
recorded as adjustments of the beginning of the year 2006 opening balances
for these accounts and the impact, net of tax, was reflected in shareholders
equity as an adjustment to January 1, 2006 undivided profits.
Overview
TrustCo recorded net income of $12.3 million, or $0.164 of diluted earnings
per share for the three months ended March 31, 2007, as compared to net
income of $12.4 million or $0.164 of diluted earnings per share in the same
period in 2006.
The primary factors accounting for the year to date changes were:
o Increase in the average balance of interest earning assets by
$258.2 million to $3.08 billion for the first quarter of 2007
compared to the comparable period in 2006,
o Increase in the average balance of interest bearing liabilities by
$273.0 million to $2.68 billion for the first quarter of 2007 as
compared to 2006,
o Decrease in net interest margin from 3.70% for the first quarter of
2006 to 3.16% for the first quarter of 2007,
o Decrease in the credit for loan losses from $1.8 million at March
31, 2006 to $-0- million in 2007,
o Increase in noninterest income from $3.3 million for the first
quarter of 2006 to $7.5 million for the comparable period in 2007.
Included in non interest income were $288 thousand of net losses on
securities transactions for 2006 and none for 2007 and $3.4 million
of unrealized gains on trading account assets in 2007 and none in
2006, and,
o An increase of $781 thousand in non interest expense for the first
quarter of 2007 as compared to the first quarter of 2006.
17
TrustCo Bank Corp NY
Management's Discussion and Analysis - continued
March 31, 2007
Asset/Liability Management
The Company strives to generate its earnings capabilities through a mix of
core deposits, funding a prudent mix of earning assets. Additionally, TrustCo
attempts to maintain adequate liquidity and reduce the sensitivity of net
interest income to changes in interest rates to an acceptable level while
enhancing profitability both on a short-term and long-term basis.
The following Management's Discussion and Analysis for the first quarter of
2007 compared to the comparable period in 2006 is greatly affected by the
change in interest rates in the marketplace in which TrustCo competes.
Included in the 2006 Annual Report to Shareholders is a description of the
effect interest rates had on the results for the year 2006 compared to 2005.
Most of the same market factors discussed in the 2006 Annual Report also had
a significant impact on the first quarter 2007 results.
TrustCo competes with other financial service providers based upon many
factors including quality of service, convenience of operations, and rates
paid on deposits and charged on loans. The absolute level of interest rates,
changes in rates and customers' expectations with respect to the direction of
interest rates have a significant impact on the volume of loan and deposit
originations in any particular period.
One of the most important interest rates used to control national economic
policy is the "federal funds" rate. This is the interest rate utilized for
institutions with the highest credit quality rating. The federal funds rate
increased from 4.25% at January 1, 2006 to 5.25% by March 31, 2007. This is a
100 basis point increase during this time period. Over the same time period,
for comparison purposes, the 10 year treasury rate increased from 4.11% at
January 1, 2006 to 4.64% by March 31, 2007, an increase of only 53 basis
points. The Federal Reserve has indicated its intention to continue to
monitor economic expansion in the United States economy which may require
additional changes in the federal funds rate subsequent to March 31, 2007.
These changes in interest rates have an effect on the Company relative to the
interest income on loans, securities and federal funds sold as well as on
interest expense on deposits and borrowings. New originations of residential
real estate loans and new purchases of longer-term investments are most
affected by the changes in longer term market interest rates such as the 10
year treasury. The federal funds sold portfolio and other short term
investments are affected primarily by changes in the federal funds target
rate. Deposit interest rates are most affected by the short term market
interest rates. Also, changes in interest rates have an effect on the
recorded balance of the securities available for sale portfolio and trading
portfolio, which are recorded at fair value. Generally as interest rates
increase the fair value of these securities will decrease.
The principal loan product for TrustCo is residential real estate loans.
Interest rates on new residential real estate loan originations are
influenced by the rates established by secondary market participants such as
Freddie Mac and Fannie Mae. Because TrustCo is a portfolio lender and does
not sell loans into the secondary market, the Company establishes rates that
management determines are appropriate in relation to the long-term nature of
a residential real estate loan, while remaining competitive with the
secondary market rates.
18
TrustCo Bank Corp NY
Management's Discussion and Analysis - continued
March 31, 2007
For the first quarter of 2007 the net interest margin decreased to 3.16% from
3.70% for the first quarter of 2006. The quarterly results reflect the
following significant factors:
o The average balance of securities available for sale and trading
decreased by $68.3 million and the average yield increased to 5.43%.
o The average balance of federal funds sold and other short term
investments increased by $41.0 million and the average yield increased
74 basis points to 5.22%. The increase in yield on federal funds sold
and other short-term investments is attributable to the increase in the
target federal funds rate during this time period.
o The loan portfolio grew by $285.5 million to $1.78 billion and the
average yield decreased 9 basis points to 6.44%.
o The average balance of interest bearing liabilities (primarily deposit
accounts) increased $273.0 million and the average rate paid increased
71 basis points to 3.27%.
These changes resulted in a net interest margin decrease of 54 basis points
from 3.70% for the first quarter of 2006 to 3.16% for the comparable period
in 2007.
During the first quarter of 2007 the Company's strategy was to expand the
loan portfolio by offering competitive interest rates as the rate environment
changed. The TrustCo residential real estate loan product is very competitive
compared to local and national competitors. The securities available for sale
portfolio and trading account in total remained relatively consistent with
the balance of the available for sale securities as of year end 2006. The
decrease in the average balance of the combination of securities available
for sale and trading from the first quarter of 2006 to the first quarter of
2007 primarily reflects changes made throughout 2006.
The strategy on the funding side of the balance sheet continues to be to
attract customers to the Company based upon a combination of service,
convenience and interest rate. The Company offered attractive long-term
deposit rates as part of a strategy to lengthen deposit lives. This strategy
has been successful but has also resulted in part of the increase in the
deposit costs.
Earning Assets
Total average interest earning assets increased from $2.82 billion in 2006 to
$3.08 billion in 2007 with an average yield of 5.89% in 2006 and 6.00% in
2007. Income on average earning assets increased during this same time-period
from $41.4 million in 2006 to $46.1 million in 2007.
Loans
The average balance of loans was $1.78 billion in 2007 and $1.50 billion in
2006. The yield on loans decreased from 6.53% in 2006 to 6.44% in 2007. The
combination of the higher average balances offset by lower rates resulted in
an increase in the interest income on loans by $4.3 million.
19
TrustCo Bank Corp NY
Management's Discussion and Analysis - continued
March 31, 2007
Compared to the first quarter of 2006, the average balance of the loan
portfolio during the first quarter of 2007 increased in all loan categories.
The average balance of residential mortgage loans was $1.08 billion in 2006
compared to $1.27 billion in 2007, an increase of 17.3%. The average yield on
residential mortgage loans increased by 3 basis points in 2007 compared to
2006.
TrustCo actively markets the residential loan products within its market
territory. Mortgage loan rates are affected by a number of factors including
the prime rate, the federal funds rate, rates set by competitors and
secondary market participants. As noted earlier, market interest rates have
changed significantly as a result of national economic policy in the United
States. During this period of changing interest rates TrustCo aggressively
marketed the unique aspects of its loan products thereby attempting to create
a differentiation from other lenders. These unique aspects include extremely
low closing costs, fast turn around time on loan approvals, no escrow or
mortgage insurance requirements and the fact that the Company holds these
loans in portfolio and does not sell them into the secondary markets.
Assuming a rise in long-term interest rates, the Company would anticipate
that the unique features of its loan product will continue to attract
customers in the residential mortgage loan area.
The average yield on the home equity credit loan product decreased 93 basis
points during 2007 compared to 2006 primarily as a result of the number of
new equity credit lines that have been originated at the lower introductory
rates. These credit lines are initially offered to customers at a rate lower
than the fully indexed rate so as to attract the new business and to provide
the Company an opportunity to have the line extension become fully indexed
after the introductory period. These lines of credit are not tied to a time
period and can be refinanced at other institutions. The Company believes the
expansion of the home equity credit line business represents an opportunity
to introduce more variable rate loan products into the portfolio and provide
an opportunity to increase rates as the underlying index rates increase.
Securities Available for Sale
As discussed previously, TrustCo adopted the accounting requirements of SFAS
No. 159 and as a result reclassified assets from the available for sale
portfolio to the trading securities portfolio as of January 1, 2007. As a
result of this the comparisons between the first quarter of 2007 and the
first quarter of 2006 have significant changes in the balances.
The average balance of the securities available for sale portfolio for the
first quarter of 2007 was $528.5 million compared to $1.09 billion for the
comparable period in 2006. The average yield was 5.44% for 2007 and 5.31% for
2006. The increase in yield is a result of the higher yielding assets in the
securities available for sale portfolio after the transfer of assets to
trading securities. Changes in balances between the two time periods was the
result of paydowns on bonds, the purchase of certain bonds during the
remainder of 2006 that are affecting the first quarter 2007 balances, calls
on bonds and the transfer of bonds to the trading portfolio.
20
TrustCo Bank Corp NY
Management's Discussion and Analysis - continued
March 31, 2007
Trading Securities
The average balance of trading securities for the first quarter of 2007 was
$502.3 million compared to none in 2006. The average yield was 5.42% for
2007.
All of the securities in this portfolio are bonds issued by Government
Sponsored Enterprises (FNMA, FHLB, and Freddie Mac issued bonds). The
balances for these bonds are recorded at fair value.
For the first quarter 2007 the Company recorded an increase of $3.4
million in the fair value of these securities between the implementation date
of January 1, 2007 and quarter end March 31, 2007. Subsequent to quarter end
the Company sold this portfolio and recorded a realized loss of $2.7 million
in the second quarter. Proceeds from the sale of these securities were
initially invested in federal funds sold and other short term investments. As
of April 30, 2007 $240 million of Government sponsored enterprises securities
were purchased for the trading portfolio and the Company expects that
substantially all of the remainder of the proceeds will be likewise invested
in Government sponsored enterprises trading securities by the end of the
second quarter.
Federal Funds Sold and Other Short-term Investments
The 2007 first quarter average balance of federal funds sold and other
short-term investments was $265.9 million, $41.0 million more than the $224.9
million in 2006. The portfolio yield increased from 4.48% in 2006 to 5.22% in
2007. Changes in the yield resulted from changes in the target rate set by
the Federal Reserve Board for federal funds sold. Interest income on this
portfolio increased by approximately $1.0 million from $2.5 million in 2006
to $3.4 million in 2007.
The federal funds sold and other short-term investments portfolio is utilized
to generate additional interest income and liquidity as funds are waiting to
be deployed into the loan and securities portfolios.
Funding Opportunities
TrustCo utilizes various funding sources to support its earning asset
portfolio. The vast majority of the Company's funding comes from traditional
deposit vehicles such as savings, demand deposits, interest-bearing checking
and time deposit accounts.
Total average interest-bearing deposits (which includes interest bearing
checking, money market accounts, savings, and certificates of deposit)
increased from $2.31 billion during 2006 to $2.58 billion in the final
quarter of 2007, and the average rate paid increased from 2.53% for 2006 to
3.24% for 2007. Total interest expense on these deposits increased $6.1
million to $20.6 million.
Average short-term borrowings for the quarter were $97.9 million in 2007
compared to $91.8 million in 2006. The average rate increased during this
time period from 3.44% in 2006 to 4.11% in 2007. Rates on short-term
borrowings tend to change with the rates on the target Federal Funds.
Net Interest Income
Taxable equivalent net interest income decreased by $1.7 million to $24.5
million in 2007. The net interest spread decreased from 3.33% in 2006 to
2.73% in 2007. The net interest margin decreased by 54 basis points to 3.16%
for the first quarter of 2007.
21
TrustCo Bank Corp NY
Management's Discussion and Analysis - continued
March 31, 2007
Nonperforming Assets
Nonperforming assets include nonperforming loans which are those loans in a
nonaccrual status, loans that have been restructured in a troubled debt
restructuring, and loans past due three payments or more and still accruing
interest. Also included in the total of nonperforming assets are foreclosed
real estate properties, which are categorized as real estate owned.
Impaired loans are considered to be those commercial and commercial real
estate loans in a nonaccrual status and restructured loans. The following
describes the nonperforming assets of TrustCo as of March 31, 2007.
Nonperforming loans: Total nonperforming loans were $8.1 million at
March 31, 2007, an increase from the $7.1 million of nonperforming loans at
December 31, 2006 and the $3.4 million of nonperforming loans at March 31,
2006. There were $6.7 million nonaccrual loans at March 31, 2007 compared to
the $5.7 million at December 31, 2006 and $1.9 million at March 31, 2006.
Restructured loans were $1.0 million at March 31, 2007 compared to the $1.2
million at December 31, 2006 and $1.5 million at March 31, 2006. There were
$356 thousand of loans at March 31, 2007 and the $211 thousand at December
31, 2006 and none at March 31, 2006 that are past due 90 days or more and
still accruing interest.
All of the nonperforming loans at March 31, 2007 and 2006 are residential
real estate or retail consumer loans. Since 2000, there has been a continued
shifting in the components of TrustCo's problem loans and chargeoffs from
commercial and commercial real estate to the residential real estate and
retail consumer loan portfolios.
TrustCo strives to identify borrowers that are experiencing financial
difficulties and to work aggressively with them so as to minimize losses or
exposures. Beginning in 2004 the number of new bankruptcy filings in the
Capital District area were lower than statewide trends. Also the demand for
housing in the Capital District area has stabilized which has resulted in
increased real estate prices in selected sectors of the marketplace.
Total impaired loans at March 31, 2007 of $1.0 million, consisted of
restructured retail loans. During the first quarter of 2007, there were $210
thousand of commercial loan charge offs, $146 thousand of consumer loan
charge offs and $701 thousand of residential mortgage loan charge offs as
compared with no commercial loan charge offs, $12 thousand of consumer loan
charge offs and $356 thousand of residential mortgage loan charge offs in the
first quarter of 2006. Recoveries during the quarter were $800 thousand in
2007 and $820 thousand in 2006.
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 risk inherent in the loan portfolio.
At March 31, 2007, the allowance for loan losses was $35.4 million,
which represents a decrease from the $35.6 million in the allowance at
December 31, 2006. The allowance represents 1.96% of the loan portfolio as of
March 31, 2007 compared to 2.38% at March 31, 2006. The provision for loan
losses was zero for the quarter ended March 31, 2007 due to the continuation
of the positive credit quality indicators, offset to a degree by loan growth.
The change in the credit for loan losses from the first quarter of 2006 of
$1.8 million to no provision (credit) for loan losses in 2007 is due to the
reduction in recoveries, increase in nonperforming loans and the growth in
the loan portfolio.
22
TrustCo Bank Corp NY
Management's Discussion and Analysis - continued
March 31, 2007
In deciding on the adequacy of the allowance for loan losses, management
reviews the current nonperforming loan portfolio as well as loans that are
past due and not yet categorized as nonperforming for reporting purposes.
Also, there are a number of other factors that are taken into consideration,
including:
o The magnitude and nature of the recent loan charge offs and
recoveries,
o The growth in the loan portfolio and the implication that has in
relation to the economic climate in the bank's business territory,
and
o The improving economic environment in the upstate New York
territory over the last two years.
Management continues to monitor these factors in determining future
provisions or negative provisions for loan losses in relation to the economic
environment, loan charge-offs, recoveries and the level and trends of
nonperforming loans.
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 policies. 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 for the first quarter was $7.5 million, compared to
$3.3 million in 2006. Included in the first quarter results are net
securities losses of $288 thousand in 2006 and none in 2007 and $3.4 million
of unrealized trading gains in 2007 and none in 2006.
Trust department income increased to $1.5 million for the first quarter
of 2007. Trust department assets under management were $876 million at March
31, 2007 compared to $891 million at March 31, 2006. The increase was due to
nonrecuring fees earned by the Trust department for services rendered to
trust customers.
Fees for other services to customers increased by $375 thousand between the
first quarter of 2007 and 2006 to $2.3 million. The increase is the result of
new fees charged to customers with respect to deposit overdrafts.
The Company recognized $3.4 million of unrealized trading gains in 2007 and
none in 2006. The 2007 unrealized gains resulted from the appreciation in
values of the trading account assets from January 1, 2007 to March 31, 2007.
These trading account assets were subsequently sold in the second quarter and
a realized loss of $2.7 million was recognized.
23
TrustCo Bank Corp NY
Management's Discussion and Analysis - continued
March 31, 2007
Noninterest Expenses
Total noninterest expense increased from $11.9 million for the three months
ended March 31, 2006 to $12.7 million for the three months ended March 31,
2007. Within the category of noninterest expense, salaries and employee
benefits decreased $52 thousand to $4.9 million for 2007.
Net occupancy expense increased $443 thousand to $2.4 million during the
first quarter of 2007. The increase is the result of new branch lease costs
and the increased cost of utilities and taxes on branch locations.
Income Taxes
In the first quarter of 2007, TrustCo recognized income tax expense of $6.2
million as compared to $6.3 million for 2006. The effective tax rates were
33.7% and 33.8% for the first quarter of 2007 and 2006, respectively. The tax
expense on the Company's income was different than tax expense at the
statutory rate of 35%, due primarily to tax exempt income and the effect of
New York State income taxes.
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 capital retention.
Total shareholders' equity at March 31, 2007 was $240.0 million, an increase
from the $239.5 million at year-end 2006. TrustCo declared dividends of
$0.160 per share in the first quarter of 2007. This results in a dividend
payout ratio of 97.3% in 2007.
The Company achieved the following ratios as of March 31, 2007 and 2006:
March 31, Minimum Regulatory
2007 2006 Guidelines
----- ----- ------------------
Tier 1 risk adjusted capital 14.02% 16.81% 4.00%
Total risk adjusted capital 15.28% 18.08% 8.00%
In addition, at March 31, 2007 and 2006, the consolidated equity to total
assets ratio (excluding the mark to market effect of securities available for
sale) was 7.24% and 8.31%, respectively, compared to a minimum regulatory
requirement of 4.00%.
The decrease in capital ratios reflects the impact of the initial
Adoption of SFAS No. 159 which resulted in a charge to undivided profits as
of January 1, 2007 of $8.6 million and the growth in the overall balance
sheet.
24
TrustCo Bank Corp NY
Management's Discussion and Analysis - continued
March 31, 2007
Critical Accounting Policies:
Pursuant to recent SEC guidance, management of the Company is encouraged to
evaluate and disclose those accounting policies that are judged to be
critical policies - those most important to the portrayal of the Company's
financial condition and results, and that require management's most difficult
subjective or complex judgments.
Management considers the accounting policy relating to the allowance for loan
losses to be a critical accounting policy given the inherent uncertainty in
evaluating the levels of the allowance required to cover credit losses in the
portfolio and the material effect that such judgments can have on the results
of operations. Included in Note 1 to the Consolidated Financial Statements
contained in the Company's 2006 Annual Report on Form 10-K is a description
of the significant accounting policies that are utilized by the Company in
the preparation of the Consolidated Financial Statements.
The Company considers the adoption of SFAS No. 157 and 159 and the resulting
fair value accounting requirements to be considered critical accounting
policies which effect the Company's financial position and results of
operations. See Footnote 4 "Adoption of New Accounting Pronouncements" for a
description of the Company's implementation.
25
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
liabilities of TrustCo (adjusted for tax equivalency) for each of the
reported periods. Nonaccrual loans are included in loans for this analysis.
The average balances of securities available for sale are calculated using
amortized costs for these securities. The average balance of trading
securities is calculated using fair value for these securities. Included in
the balance of shareholders' equity is unrealized depreciation, net of tax,
in the available for sale portfolio of $2.9 million in 2007 and $7.0 million
in 2006. The subtotals contained in the following table are the arithmetic
totals of the items contained in that category. Increases and decreases in
interest income and expense due to both rate and volume have been allocated
to the categories of variances (volume and rate) based on the percentage
relationship of such variances to each other.
Three Months 2007 Three Months 2006
----------------------------- -----------------------------
Average Interest Average Average Interest Average Change in Variance Variance
(dollars in thousands) Balance Rate Balance Rate Interest Balance Rate
Income/ Change Change
Expense
---------- ------- ----- ---------- ------- ----- ------ ------ ------
Assets
Securities available for sale:
U.S. Treasuries $ 665 $ 8 4.61% $ 727 $ 7 3.96% 1 (3) 4
Gov't Sponsored Enterprises 217,592 2,847 5.23% 770,746 9,976 5.18 (7,129) (7,795) 666
Mortgage-backed securities
and collateralized
mortgage obligations 168,217 1,964 4.67% 197,702 2,294 4.64% (330) (430) 100
States and political
subdivisions 129,384 2,205 6.82% 117,924 2,073 7.03% 132 480 (348)
Other 12,625 160 5.11% 11,925 239 8.09% (79) 87 (166)
---------- ------- ----- ---------- ------- ----- ------ ------ ------
Total securities
available for sale 528,483 7,184 5.44% 1,099,024 14,589 5.31% (7,405) (7,661) 256
Federal funds sold and other
short-term Investments 265,902 3,439 5.22% 224,920 2,492 4.48% 947 497 450
Trading Securities 502,283 6,803 5.42% 0 0 0.00% 6,803 3,402 3,402
Commercial Loans 266,412 5,022 7.55% 218,477 4,073 7.47% 949 905 44
Residential mortgage loans 1,265,674 19,685 6.22% 1,078,655 16,688 6.19% 2,997 2,916 81
Home equity lines of credit 243,675 3,737 6.22% 193,413 3,412 7.15% 325 2,614 (2,289)
Installment loans 5,572 197 14.25% 5,322 189 14.42% 8 21 (13)
---------- ------- ----- ---------- ------- ----- ------ ------ ------
Loans, net of unearned income 1,781,333 28,641 6.44% 1,495,867 24,362 6.53% 4,279 6,455 (2,176)
Total interest
earning assets 3,078,001 46,067 6.00% 2,819,811 41,443 5.89% 4,624 2,692 1,932
------- ----- ------- ----- ------ ------ ------
Allowance for loan losses (35,590) (36,929)
Cash & non-interest
earning assets 136,689 116,755
---------- ----------
Total assets $3,179,100 $2,899,637
========== ==========
Liabilities and
shareholders' equity
Deposits:
Interest Bearing
Checking Accounts $ 278,192 202 0.29% $ 294,506 284 0.39% (82) (15) (67)
Money market accounts 324,253 3,304 4.13% 202,855 1,841 3.68% 1,463 1,215 248
Savings 656,207 2,424 1.50% 718,844 2,366 1.34% 58 (946) 1,004
Time deposits 1,319,586 14,636 4.50% 1,095,128 9,928 3.68% 4,708 2,256 2,452
---------- ------- ----- ---------- ------- ----- ------ ------ ------
Total interest
bearing deposits 2,578,238 20,567 3.24% 2,311,333 14,419 2.53% 6,148 2,510 3,637
Short-term borrowings 97,883 993 4.11% 91,752 778 3.44% 215 55 160
Long-term debt 54 1 5.29% 82 1 5.29% - - -
---------- ------- ----- ---------- ------- ----- ------ ------ ------
Total Interest
Bearing Liabilities 2,676,175 21,560 3.27% 2,403,167 15,198 2.56% 6,362 2,565 3,797
------- ------- ------ ------ ------
Demand deposits 244,005 241,903
Other liabilities 22,394 19,964
Shareholders' equity 236,526 234,603
---------- ----------
Total liab. &
shareholders' equity $3,179,100 $2,899,637
========== ==========
Net Interest Income 24,507 26,245 (1,738) 128 (1,866)
------- ------- ------ ------ ------
Net Interest Spread 2.73% 3.33%
Net Interest margin
(net interest income
to total interest
earning assets) 3.16% 3.70%
Tax equivalent adjustment (786) (734)
------- -------
Net Interest Income per book 23,721 25,511
======= =======
26
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
As detailed in the Annual Report to Shareholders as of December 31, 2006 the
Company is subject to interest rate risk as its principal market risk. As
noted in detail throughout this Management's Discussion and Analysis for the
three months ended March 31, 2007, the Company continues to respond to
changes in interest rates in a fashion to position the Company to meet both
short term earning goals but to also allow the Company to respond to changes
in interest rates in the future. Consequently the quarter-to-date average
balance of federal funds sold and other short-term investments has increased
to $265.9 million in 2007 from $224.9 million in 2006. As investment
opportunities present themselves, management plans to continue to invest
funds from the federal funds sold and other short-term investment portfolio
into the securities trading, available for sale and loan portfolios. This
trend is expected to continue into the second quarter.
The Company has $505.7 million of trading account assets at March 31,
2007 and none for the prior period. These trading account assets have been
recorded at their fair value as determined by quoted market prices from a
third party pricing service. Subsequent to March 31, 2007 these securities
have been sold and a realized loss of approximately $2.7 million will be
recognized in the second quarter of 2007. The Company has determined that
disclosure of the actual loss realized is more relevant than hypothetical
disclosures of potential market risk.
The trading account securities at March 31, 2007 were all fixed rate callable
bonds issued by Government sponsored enterprises with a final average maturity
of approximately 9 years and weighted average yield of 5.42%.
Item 4.
Controls and Procedures
An evaluation was carried out under the supervision and with the
participation of the Company's management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the Company's
disclosure controls and procedures as of the end of the period covered by
this report.
The Company maintains disclosure controls and procedures (as that term is
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934 ("Exchange Act")) designed to ensure that information required to be
disclosed in the reports that the Company files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission.
Based upon this evaluation of those disclosure controls and procedures, the
Chief Executive and Chief Financial Officer of the Company concluded, as of
the end of the period covered by this report, that the Company's disclosure
controls and procedures were effective to ensure that information required to
be disclosed in the reports the Company files and submits under the Exchange
Act is recorded, processed, summarized and reported as and when required.
In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply
its judgment in evaluating the cost-benefit relationship of possible controls
and procedures. Further, no evaluation of a cost-effective systems of
controls can provide absolute assurance that all control issues and instances
of fraud, if any, will be detected.
27
There have been no changes in internal control over financial reporting (as
defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the
quarter to which this report relates that have materially affected or are
reasonably likely to materially affect, the internal control over financial
reporting.
28
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
There are no material changes to the Company's risk factors as discussed in
The Annual Report on Form 10K for the year ended December 31, 2006.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
ISSUER PURCHASES OF EQUITY SECURITIES
Total
Number
of Shares Maximum Number
Purchased as of Shares that
Total Average Part of Publicly May Yet Be
Number of Price Announced Purchase Under
Shares Paid per Plans or the Plans
Period Purchased Share Programs or Programs
------ --------- -------- ---------------- --------------
January 1 -
January 31 88,500 $10.53 0 N/A
February 1 -
February 28 6,500 $10.58 0 N/A
March 1 -
March 31 5,497 $10.40 0 N/A
Total 180,497 $10.55 0 N/A
All 180,497 shares were purchased by other than through a publicly announced
plan or program. All purchases were made in open-market transactions in
satisfaction of the Company's obligations upon exercise of outstanding stock
options issued by the Company and for quarterly sales to the dividend
reinvestment plan.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submissions of Matters to Vote of Security Holders
None.
Item 5. Other Information
None.
29
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Reg S-K (Item 601)
Exhibit No. Description
-----------------------------------------------------------------------------
10(a) Amended and Restated Trustco Bank Senior Incentive Plan, dated
January 1, 2006.
31(a) Rule 13a-15(e)/15d-15(e) Certification of Robert J. McCormick,
principal executive officer.
31(b) Rule 13a-15(e)/15d-15(e) Certification of Robert T. Cushing,
principal financial officer.
32 Section 1350 Certifications of Robert J. McCormick, principal
executive officer and Robert T. Cushing, principal financial
officer.
(b) Reports on Form 8-K
During the quarter ended March 31, 2007, TrustCo filed the following reports
on Form 8-K:
January 16, 2007, regarding a press release dated January 16, 2007, detailing
fourth quarter and year to date results for the period ending December 31,
2006.
February 20, 2007, regarding a press release dated February 20, 2007,
declaring a cash dividend of $0.16 per share on April 2, 2007, to
shareholders of record at the close of business on March 2, 2007. On February
20, 2007, TrustCo's Board of Directors adopted changes to the Company's
bylaws to provide for more detailed and comprehensive procedures to address
the circumstances under which an officer or director of TrustCo may seek
indemnification and under which the board or other persons, including
TrustCo's shareholders, may authorize idemnification payments.
30
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.
TrustCo Bank Corp NY
By: /s/ Robert J. McCormick
---------------------------
Robert J. McCormick
President
and Chief Executive Officer
By: /s/ Robert T. Cushing
-------------------------
Robert T. Cushing
Executive Vice President
and Chief Financial Officer
Date: May 8, 2007
31
Exhibits Index
Reg S-K
Exhibit No. Description
-----------------------------------------------------------------------------
10(a) Amended and Restated Trustco Bank Senior Incentive Plan, dated
January 1, 2006.
31(a) Rule 13a-15(e)/15d-15(e) Certification of Robert J. McCormick,
principal executive officer.
31(b) Rule 13a-15(e)/15d-15(e) Certification of Robert T. Cushing,
principal financial officer.
32 Section 1350 Certifications of Robert J. McCormick, principal
executive officer and Robert T. Cushing, principal financial
officer.
32