EX-13 2 ex13.htm EXHIBIT 13

Exhibit 13


 
TrustCo Bank Corp NY (the “Company,” “TrustCo” or the “Bank”) is a savings and loan holding company headquartered in Glenville, New York. The Company is the largest financial services company headquartered in the Capital Region of New York State, and its principal subsidiary, Trustco Bank, operates 144 community banking offices and 156 Automatic Teller Machines throughout the Bank’s market areas. The Company serves 5 states and 31 counties with a broad range of community banking services.

Financial Highlights
 
(dollars in thousands, except per share data)
 
Years ended December 31,
 
   
2014
   
2013
   
Percent Change
 
Income:
           
Net interest income (Taxable Equivalent)
 
$
141,583
   
$
136,094
     
4.03
%
Net Income
   
44,193
     
39,812
     
11.00
 
Per Share:
                       
Basic earnings
   
0.467
     
0.422
     
10.66
 
Diluted earnings
   
0.466
     
0.422
     
10.43
 
Tangible book value at period end
   
4.14
     
3.82
     
8.38
 
Average Balances:
                       
Assets
   
4,574,941
     
4,422,393
     
3.45
 
Loans, net
   
3,014,156
     
2,771,663
     
8.75
 
Deposits
   
3,978,968
     
3,863,420
     
2.99
 
Shareholders' equity
   
382,810
     
356,979
     
7.24
 
Financial Ratios:
                       
Return on average assets
   
0.97
%
   
0.90
%
   
7.78
 
Return on average equity
   
11.54
     
11.15
     
3.50
 
Consolidated tier 1 capital to:
                       
Total assets (leverage)
   
8.55
     
8.27
     
3.39
 
Risk-adjusted assets
   
17.04
     
16.74
     
1.79
 
Total capital to risk-adjusted assets
   
18.30
     
18.00
     
1.67
 
Net loans charged off to average loans
   
0.22
     
0.26
     
(17.30
)
Allowance for loan losses to nonperforming loans
   
1.36
x    
1.10
x    
23.82
 
Efficiency ratio
   
52.60
%
   
52.78
%    
0.34
 
Dividend Payout ratio
   
56.30
     
62.19
     
(9.47
)
 
Per Share information of common stock
 
               
Tangible
   
Range of Stock
 
   
Basic
   
Diluted
   
Cash
   
Book
   
Price
 
   
Earnings
   
Earnings
   
Dividend
   
Value
   
High
   
Low
 
                         
2014
                       
First quarter
 
$
0.116
   
$
0.116
   
$
0.0656
   
$
3.93
   
$
7.33
   
$
6.20
 
Second quarter
   
0.125
     
0.125
     
0.0656
     
4.06
     
7.19
     
6.35
 
Third quarter
   
0.113
     
0.113
     
0.0656
     
4.10
     
7.12
     
6.43
 
Fourth quarter
   
0.113
     
0.112
     
0.0656
     
4.14
     
7.50
     
6.42
 
                                                 
2013
                                               
First quarter
   
0.097
     
0.097
     
0.0656
     
3.83
     
5.65
     
5.13
 
Second quarter
   
0.104
     
0.104
     
0.0656
     
3.69
     
5.74
     
5.14
 
Third quarter
   
0.109
     
0.109
     
0.0656
     
3.75
     
6.32
     
5.46
 
Fourth quarter
   
0.113
     
0.112
     
0.0656
     
3.82
     
7.67
     
5.85
 

1

 
Financial Highlights
1
   
President’s Message
3-4
   
Management’s Discussion and Analysis of Financial Condition and Results of Operations
5
   
Average Balances, Yields and Net Interest Margins
17
   
Glossary of Terms
35-37
   
Management’s Report on Internal Control Over Financial Reporting
38
   
Report of Independent Registered Public Accounting Firm
39
   
Consolidated Financial Statements and Notes
40-94
   
Branch Locations
95-99
   
Officers and Board of Directors
100-101
   
General Information
102
   
Share Price Information
103-104

TrustCo Mission Statement:
TrustCo will be the low cost provider of high quality services to our customers in the communities we serve and return to our owners an above average return on their investment.
 
2

 
President’s Message

Dear fellow shareholders,

We had great results at Trustco Bank in 2014. Net income grew 11% to $44.2 million compared to $39.8 million for 2013.  We achieved these results by staying focused on our long standing philosophy of providing exceptional products and customer service.  We also believe our strategy of diversifying the branch network in upstate New York, downstate New York and Florida has provided us with a platform for growth and opportunity for years to come.

The growth in earnings was fueled by our growth in loans.  In 2014 average loans grew by a record $242 million with the majority of the growth coming in our residential mortgage portfolio.  We are proud to provide mortgage loans to so many first time home buyers and those upgrading to a new home as their families grow.  Our employees feel that being able to help these customers and communities prosper is truly one of the most rewarding aspects of working at our Company.

Our branch network continued to grow in 2014 as we opened a total of five new offices.   Two in New York; Warrensburgh in Warren County and Amsterdam in Montgomery County.  In Florida we opened three offices, Lake Nona in Orlando, Beneva Village in Sarasota and Stuart on the Treasure coast.  As previously indicated, our plans are not to branch into new markets but to fill in our existing service areas.  In 2015 we look forward to opening our 50th branch office in the state of Florida.  Our decision to open de novo offices over ten years ago has proven to be the right strategy as average deposits per branch in 2014 increased an impressive $715 thousand over 2013.

            Deposits also showed strong growth in 2014.  Deposits ended the year over $4 billion, an increase of $105 million compared to 2013.  The majority of this growth came in the form of low cost core checking and interest-bearing checking deposits.  This type of core customer provides us with the opportunity to cross sell additional products and services.

Our performance ratios continued to show significant improvement in 2014.  Return on average equity rose 39 basis points to 11.54%.  Non-performing assets fell $11.7 million or 22% and our efficiency ratio ended 2014 at 52.6%.  These numbers are a clear illustration of our exceptional performance in 2014.

In December of 2014, Bob Cushing our Chief Financial Officer for the past 20 years, announced his retirement effective May 31, 2015.  Bob has been an outstanding employee and friend for all these years and will be missed.  We were proud to announce that Mike Ozimek has been promoted to Senior Vice President and Chief Financial Officer.  Mike has been with TrustCo for over twelve years having reported to Bob over all those years.  We anticipate a seamless transition and wish Bob well in his retirement.   We would like to also congratulate Michael Ewell, who was promoted to Administrative Vice President in 2014.

3

Trustco Financial Services had another exceptional year in 2014.  Assets under management increased by $78 million to $918 million during the year.  Our new Trustco Bank Credit Card was launched in the fall of 2014.  The reception has been great, especially among our customers who were looking for a low rate and service they have grown to expect at Trustco Bank.

Remaining true to our motto as “Your Home Town Bank”, in 2014 we donated financial support to over 300 charitable organizations.  From rehabbing local parks to volunteering at charitable organizations our employees have also donated thousands of hours to hundreds of local community groups.

We are excited about our future and feel that your Company is poised for increased growth and profitability for years to come.  On behalf of the board of directors and employees, we thank you for your support.

 
Sincerely,

Robert J. McCormick
President and Chief Executive Officer
TrustCo Bank Corp NY
 

4

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial review which follows will focus on the factors affecting the financial condition and results of operations of TrustCo Bank Corp NY (“Company”, or “TrustCo”), during 2014 and, in summary form, the two preceding years. Unless otherwise indicated, net interest income and net interest margin are presented in this discussion on a taxable equivalent basis. Balances discussed are daily averages unless otherwise described. The consolidated financial statements and related notes and the quarterly reports to shareholders for 2014 should be read in conjunction with this review. Reclassifications are made where necessary to conform to the current year’s presentation.

TrustCo made significant progress in 2014 despite a challenging operating environment for banks and mixed economic conditions. Among the key accomplishments for 2014, in management’s view:

Ÿ Net income was up 11.0% to $44.2 million in 2014 versus 2013;
Ÿ Average loans and average deposits were up $242 million and $116 million, respectively, for 2014 compared to the prior year;
Ÿ The average balance of non-maturity deposits grew $84 million in 2014 compared to 2013;
Ÿ Nonperforming assets declined $11.7 million or 22.4% to $40.5 million from year-end 2013 to year-end 2014;
Ÿ At less than 53%, the efficiency ratio remained at an industry leading level, and;
Ÿ The regulatory capital levels of both the Company and Trustco Bank improved at December 31, 2014 relative to the prior year.

Management believes that the Company was able to achieve these accomplishments, despite a continued weak economy and increased regulatory burden, by executing its long term plan focused on traditional lending criteria and conservative balance sheet management. Achievement of specific business goals such as the continued expansion of loans and deposits, along with tight control of operating expenses and manageable levels of nonperforming assets is fundamental to the long term success of the Company as a whole.

Return on average equity was 11.54% in 2014 compared to 11.15% in 2013, while return on average assets was 0.97% in 2014 and 0.90% in 2013.

The economic and business environment remained mixed during 2014.  Real gross domestic product (“GDP”) increased 2.4% in 2014 compared with an increase of 2.2% in 2013, based on the advance estimate published on January 30, 2015.  Though an improvement versus the prior year, growth remains well below the range exhibited during more robust periods of economic activity.  Equity markets were generally up for the full year, with most of the positive performance coming in the second half of the year.  The Dow Jones Industrial Average was up 7.5%, the S&P 500 was up 11.4% and the Russell 2000 index was up 3.5%. United States Treasuries saw significant price changes over the course of 2014, with the slope of the yield curve shifting considerably.  Yields on maturities on the short end of the curve (through the 3 year point) moved higher during the year; for example the two year Treasury rose from 0.38% to 0.67% from year-end 2013 to year-end 2014.  From the five year point on out, yields declined, including the ten year falling from 3.04% at the end of 2013 to 2.17% at the end of 2014.  Overseas markets experienced more mixed conditions during 2014, with modest improvements in some areas but with slower growth in other areas, including China, and deterioration in much of Europe. Despite gains in equity markets and some modest improvements in parts of the economy, the underlying economy of the United States continued to face many significant challenges.  Employment increased and the unemployment rate declined, although labor force participation remains weak.  Wage growth also remains weak, with much of the new job creation coming in low wage jobs.  Economic conditions vary significantly over geographic areas, with strength concentrated in and around major population centers on the coasts and in certain areas where economic activity has been driven by a specific factor, such as hydro fracking in the Bakken Shale region of North Dakota.   The unprecedented intervention by governments in markets and attempts to stimulate the economy, including the sharp easing of monetary policy during 2007-2008 are now in the early stages of being stabilized, and eventually reversed. Finally, the impact of regulatory changes that have been enacted has only partly been felt at this point, and we expect that these changes will continue to impact the banking industry going forward. These regulatory changes have added significant operating expense and operational burden and fundamentally changed the way banks conduct business in many ways.

TrustCo’s long-term focus on traditional banking services has enabled the Company to avoid significant impact from asset quality problems, and the Company’s strong liquidity and solid capital positions have allowed the Company to continue to conduct business in a manner consistent with past practice. TrustCo has not engaged in the types of high risk loans and investments that led to the widely reported problems in the industry in recent years. A number of major competitors of the Company were severely impacted by these issues. While we continue to adhere to prudent underwriting standards, as a lender, we may be adversely impacted by general economic weaknesses and by a downturn in the housing market in the areas we serve.
 

5

 
Overview

2014 results were marked by growth in the two key drivers of the Company’s long-term performance: deposits and loans. Deposits ended 2014 at $4.03 billion, an increase of $105.2 million or 2.7% from the prior year end, and the loan portfolio grew to a total of $3.16 billion, an increase of $249.5 million or 8.6% over the 2013 year-end balance. The year-over-year increases in deposits and loans reflect the success the Company has had in attracting customers to the Bank, both in new branch locations as well as in its established offices. Management believes that TrustCo’s success is predicated on providing core banking services to a wider number of customers. Growing the customer base should contribute to continued growth of loans and deposits, as well as net interest income and non-interest income.  The flexibility of the Company’s balance sheet also contributed to bottom line growth as a portion of the Company’s liquid investment portfolio was redeployed into higher yielding loans.

TrustCo recorded net income of $44.2 million or $0.466 of diluted earnings per share for the year ended December 31, 2014, compared to $39.8 million or $0.422 of diluted earnings per share for the year ended December 31, 2013. This represents an increase of 11.0% in net income and 10.4% in diluted earnings per share between 2013 and 2014.

During 2014, the following had a significant effect on net income:

Ÿ an increase of $5.7 million in net interest income from 2013 to 2014 as a result of 3.5% growth in average interest earning assets, coupled with a 2 basis point improvement in the net interest margin to 3.16%,
Ÿ a decrease in the provision for loan losses from $7.0 million in 2013 to $5.1 million in 2014,
Ÿ an increase of $1.0 million in non-interest income (excluding net gain on sales of securities) in 2014 as compared to 2013, which included a gain of $1.6 million on the sale of a property in Florida that was to be used as a regional headquarters,
Ÿ the recognition of net gains on securities transactions of $717 thousand in 2014 compared to net securities gains of $1.6 million recorded in 2013,
Ÿ a $2.6 million decline in other real estate expenses (net), which included a  gain of $2.4 million on the sale of one property that was recorded in the second quarter of 2014, and
Ÿ an increase of $3.7 million in income tax expense from $23.7 million in 2013 to $27.4 million in 2014.

TrustCo performed well in comparison to its peers with respect to a number of key performance ratios during 2014 and 2013, including:

Ÿ return on average equity of 11.54% for 2014 and 11.15% for 2013, compared to medians of 8.67% in 2014 and 8.97% in 2013 for a peer group comprised of all publicly traded banks and thrifts tracked by SNL Financial with assets of $2 billion to $10 billion, and
Ÿ an efficiency ratio of 52.60% for 2014 and 52.78% for 2013, compared to the peer group levels of 63.42% in 2014 and 63.79% in 2013.

During 2014, TrustCo’s results were positively affected by the growth of total deposits, including low-cost core deposits, strong loan growth and a shift in asset mix. The low short-term rate environment prevailing throughout 2014 allowed the Company to continue to attract deposits at relatively low yields. On average for 2014, non-maturity deposits were 71.2% of total deposits, the same as in 2013.  Overall, the cost of interest bearing liabilities declined 1 basis point to 0.40% in 2014 as compared to 2013.  Average loan balances increased 8.7% from 2013 to 2014, while the total of short term investments, available for sale securities and held to maturity securities decreased 5.8%, resulting in average loans growing to 67.2% of average earning assets in 2014 from 63.9% in 2013.  Given that loan yields were approximately 300 basis points above the yield on the total of short term investments and securities, this shift, combined with the growth of the balance sheet, contributed to the $5.7 million increase in net interest income from 2013 to 2014. The Company has traditionally maintained a high liquidity position, and taken a conservative stance in its investment portfolio through the use of relatively short term securities. The low rate environment that prevailed during 2014 resulted in maturing and called securities being reinvested at lower yields in some cases or being shifted to the higher yielding loan portfolio. The Federal Reserve Board’s (“FRB”) continued accommodative monetary policy, along with modest economic growth domestically and low rates in other nations, were key drivers of the rate environment during 2014. The 2007-2008 easing of monetary policy by the FRB included a particularly sharp reduction in the Federal Funds rate in 2008, from the 4.25% rate at the beginning of the year to a target range of between 0.00% to 0.25% by year end. That target range was in place throughout 2013 and 2014 and continues to be in place at this time. The FRB Federal Open Market Committee (“FOMC”) eliminated further increases in the size of its quantitative easing program during 2014, but affirmed in its January 28, 2015 press release that it would continue to reinvest principal flows from its current holdings to maintain the existing size and that, “…the current 0 to 1/4 percent target range for the federal funds rate remains appropriate.  In determining how long to maintain this target range, the Committee will assess progress--both realized and expected--toward its objectives of maximum employment and 2 percent inflation…Based on its current assessment, the Committee judges that it can be patient in beginning to normalize the stance of monetary policy.  However, if incoming information indicates faster progress toward the Committee’s employment and inflation objectives than the Committee now expects, then increases in the target range for the federal funds rate are likely to occur sooner than currently anticipated.  Conversely, if progress proves slower than expected, then increases in the target range are likely to occur later than currently anticipated.”  Market interest rates moved in divergent directions during 2014.  Yields on shorter maturities, such as the two year Treasury, were roughly flat early in the year and then generally trended up, particularly during the fourth quarter.  The yield on the five year Treasury made a number of moves up and down over the course of the year, while the ten year Treasury yield generally trended down throughout the course of the year.  These trends caused a flattening of the yield curve when comparing the beginning of the year to the end of the year, despite the fact that on average the spread between the ten year Treasury and the two year Treasury of 208 basis points in 2014 changed little from the 204 basis point average in 2013.  However, the spread ended the year at 150 basis points, compared to 261 at the beginning of the year.  This effectively reversed the improvement in spread that occurred during 2013, when it rose from 159 basis points at the beginning of the year to 266 at year-end 2013.  A more positive slope in the yield curve is generally beneficial for the Company’s earnings derived from its core mix of loans and deposits. The tables below illustrate the range of key Treasury bond interest rates during 2013 and 2014.
 

6

 
   
2014
 
   
3 Month
Yield (%)
   
2 Year
Yield (%)
   
5 Year
Yield (%)
   
10 Year
Yield (%)
   
10 Year - 2 Year
Spread (%)
 
                               
Beginning of Year
   
0.07
     
0.39
     
1.72
     
3.00
     
2.61
 
Peak
   
0.08
     
0.73
     
1.85
     
3.01
     
2.61
 
Trough
   
0.01
     
0.30
     
1.37
     
2.07
     
1.46
 
End of Year
   
0.04
     
0.67
     
1.65
     
2.17
     
1.50
 
Average
   
0.03
     
0.46
     
1.64
     
2.54
     
2.08
 

   
2013
 
   
3 Month
Yield (%)
   
2 Year
Yield (%)
   
5 Year
Yield (%)
   
10 Year
Yield (%)
   
10 Year - 2 Year
Spread (%)
 
                               
Beginning of Year
   
0.08
     
0.27
     
0.76
     
1.86
     
1.59
 
Peak
   
0.14
     
0.52
     
1.85
     
3.04
     
2.66
 
Trough
   
0.00
     
0.20
     
0.65
     
1.66
     
1.46
 
End of Year
   
0.07
     
0.38
     
1.75
     
3.04
     
2.66
 
Average
   
0.06
     
0.31
     
1.17
     
2.35
     
2.04
 

The decrease in the provision for loan losses from $7.0 million in 2013 to $5.1 million in 2014 positively affected net income. Net charge-offs decreased from $7.2 million in 2013 to $6.5 million in 2014. Nonperforming loans decreased from $43.4 million to $34.0 million and the nature of these loans changed in terms of both geographic location and, to a lesser degree, loan type. The decline in the provision for loan losses is primarily a reflection of the improvement in the performance of the loan portfolio and economic conditions, with reductions in both nonperforming loans (“NPLs”) and charge-offs.

TrustCo focuses on providing high quality service to the communities served by its branch-banking network. The financial results for the Company are influenced by economic events that affect those communities, as well as national economic trends, primarily interest rates, affecting the entire banking industry.
 

7

 
TrustCo added five new branches in 2014, bringing the total to 144 at year-end. The Company remains focused on building its customer relationships, deposits and loans throughout its branch network, with a particular emphasis on the branches added during the major branch expansion that was completed in 2010. Although that specific expansion program is complete, the Company typically opens new offices each year, filling in or extending existing markets. The expansion program was established to expand the franchise to areas experiencing economic growth, specifically in central Florida and the downstate New York region. The Company has experienced significant growth in both new markets as measured by deposit balances, and to a lesser extent, by loan balances. All new branches have the same products and features found at other TrustCo locations. With a combination of competitive rates, excellent service and convenient locations, management believes that the new branches will continue to attract deposit and loan customers and be a welcome addition to these communities. The branches opened since the expansion program began have continued to add to the Company’s customer base. As expected, some branches have grown more rapidly than others. Typically, new bank branches continue to grow for years after being opened. The expansion program has contributed significantly to the growth of both deposits and loans in recent years, as well as to non-interest income and non-interest expense. The higher costs are offset by net interest income earned on core loans and deposits generated by these branches, as well as associated non-interest income. The costs associated with the major expansion program are expected to continue to stabilize and reduce the growth rate in non-interest expenses. Revenue growth is expected to continue, as these branches typically continue to add new customers and increase penetration with existing customers over time.

Asset/Liability Management

In managing its balance sheet, TrustCo utilizes funding and capital sources within sound credit, investment, interest rate, and liquidity risk guidelines established by management and approved by the Board of Directors. Loans and securities (including Federal Funds sold and other short term investments) are the Company’s primary earning assets. Average interest earning assets were 98.1% of average total assets for 2014, compared to 98.0% for 2013.

TrustCo, through its management of liabilities, attempts to provide stable and flexible sources of funding within established liquidity and interest rate risk guidelines. This is accomplished through core deposit banking products offered within the markets served by the Company. TrustCo does not actively seek to attract out-of-area deposits or so-called “hot money;” rather the Company focuses on core relationships with both depositors and borrowers.

TrustCo’s objectives in managing its balance sheet are to limit the sensitivity of net interest income to actual or potential changes in interest rates and to enhance profitability through strategies that should provide sufficient reward for predicted and controlled risk. The Company is deliberate in its effort to maintain adequate liquidity under prevailing and projected economic conditions and to maintain an efficient and appropriate mix of core deposit relationships. The Company relies on traditional banking investment instruments and its large base of core deposits to help in asset/liability management. Predicting the impact of changing rates on the Company’s net interest income and net fair value of its balance sheet is complex and subject to uncertainty for a number of reasons. For example, in making a general assumption that rates will rise, a myriad of other assumptions regarding whether the slope of the yield curve remains the same or changes, whether the spreads of various loans, deposits and investments remain unchanged, widen or narrow and what changes occur in customer behavior all need to be made. The Company routinely models various rate changes and monitors basis changes that may be incorporated into that modeling.

Interest Rates

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 year.

Interest rates have a significant impact on the operations and financial results of all financial services companies. One of the most important interest rates used to control national economic policy is the “Federal Funds” rate. This is the interest rate utilized within the banking system for overnight borrowings for institutions with the highest credit rating. As noted previously, during 2007-2008 the FRB aggressively reduced the Federal Funds rate, including a decrease from 4.25% at the beginning of 2008 to a target range of 0.00% to 0.25% by the end of 2008. The target range has remained at that level ever since and statements by the FRB indicate that low rates are likely to remain in place until the economy shows sustained improvement, specifically continued progress toward maximum employment and price stability.  Many economists believe the FRB may begin to move rates up later in 2015.
 

8

 
As noted previously, the yield on longer term financial instruments, including the ten year Treasury bond rate, generally trended down during 2014. The yield on the ten year Treasury decreased by 83 basis points from 3.00% at the beginning of 2014 to the year-end level of 2.17%. The rate on the ten year Treasury bond and other long-term interest rates have a significant influence on the rates offered for new residential real estate loans. These changes in interest rates have an effect on the Company relative to the interest income on loans, securities, and Federal Funds sold and other short term instruments as well as the interest expense on deposits and borrowings. Residential real estate loans and longer-term investments are most affected by the changes in longer term market interest rates such as the ten 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 short term market interest rates. Also, changes in interest rates have an effect on the recorded balance of the securities available for sale portfolio, which are recorded at fair value. Generally, as market interest rates increase the fair value of the securities will decrease. Interest rates on new residential real estate loan originations are also 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 generally sell loans into the secondary market, the Company establishes rates that management determines are appropriate in light of the long-term nature of residential real estate loans while remaining competitive with the secondary market rates. Higher market interest rates also generally increase the value of retail deposits.

The net effect of these interest rate changes is that the yields earned on both short term investments and longer term investments remained quite low for most of 2014, while loan yields declined through most of the year and deposit costs were roughly stable.

Earning Assets

Average earning assets during 2014 were $4.49 billion, which was an increase of $152.3 million from the prior year. This increase was the result of growth in the average balance of net loans of $242.5 million, a $26.0 million decrease in held-to-maturity securities, a $151.8 million decrease in securities available for sale, and a $87.7 million increase in Federal Funds sold and other short-term investments between 2013 and 2014. The increase in the loan portfolio is the result of an increases in each loan category, with the bulk of the growth coming in the residential segment of the portfolio. This increase in real estate loans is a result of a strategic focus on growth of this product throughout the TrustCo branch network through an effective marketing campaign and competitive rates and closing costs.

Total average assets were $4.57 billion for 2014 and $4.42 billion for 2013.

The table “Mix of Average Earning Assets” shows how the mix of the earning assets has changed over the last three years. While the growth in earning assets is critical to improved profitability, changes in the mix also have a significant impact on income levels, as discussed below.
 

MIX OF AVERAGE EARNING ASSETS

(dollars in thousands)
             
2014
   
2013
   
Components of
 
               
vs.
   
vs.
   
Total Earning Assets
 
   
2014
   
2013
   
2012
   
2013
   
2012
   
2014
   
2013
   
2012
 
Loans, net
 
$
3,014,156
     
2,771,663
     
2,572,983
     
242,493
     
198,680
     
67.2
%
   
64.0
     
60.7
 
Securities available for sale (1):
                                                               
U.S. government sponsored enterprises
   
113,563
     
221,028
     
568,425
     
(107,465
)
   
(347,397
)
   
2.5
     
5.1
     
13.4
 
State and political subdivisions
   
3,924
     
12,845
     
35,435
     
(8,921
)
   
(22,590
)
   
0.1
     
0.3
     
0.8
 
Mortgage-backed securities and collateralized mortgage obligations-residential
   
555,430
     
545,487
     
334,616
     
9,943
     
210,871
     
12.4
     
12.6
     
7.9
 
Corporate bonds
   
3,156
     
46,049
     
68,182
     
(42,893
)
   
(22,133
)
   
0.1
     
1.1
     
1.6
 
Small Business Administration-guaranteed participation securities
   
107,029
     
109,913
     
15,707
     
(2,884
)
   
94,206
     
2.4
     
2.5
     
0.4
 
Mortgage-backed securities and collateralized mortgage obligations-commercial
   
10,837
     
10,420
     
-
     
417
     
10,420
     
0.2
     
0.2
     
0.0
 
Other
   
674
     
625
     
660
     
49
     
(35
)
   
0.0
     
0.0
     
0.0
 
Total securities available for sale
   
794,613
     
946,367
     
1,023,025
     
(151,754
)
   
(76,658
)
   
17.7
     
21.8
     
24.1
 
Held-to-maturity securities:
                                                               
U.S. government sponsored enterprises
   
-
     
-
     
1,048
     
-
     
(1,048
)
   
0.0
     
0.0
     
0.0
 
Mortgage-backed securities and collateralized mortgage obligations - residential
   
68,404
     
90,360
     
131,092
     
(21,956
)
   
(40,732
)
   
1.5
     
2.1
     
3.2
 
Corporate bonds
   
9,952
     
14,011
     
39,570
     
(4,059
)
   
(25,559
)
   
0.2
     
0.3
     
0.9
 
Total held-to-maturity securities
   
78,356
     
104,371
     
171,710
     
(26,015
)
   
(67,339
)
   
1.7
     
2.4
     
4.1
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
10,135
     
10,266
     
9,425
     
(131
)
   
841
     
0.2
     
0.2
     
0.2
 
Federal funds sold and other short-term investments
   
589,873
     
502,136
     
461,495
     
87,737
     
40,641
     
13.1
     
11.6
     
10.9
 
                                                                 
Total earning assets
 
$
4,487,133
   
$
4,334,803
   
$
4,238,638
     
152,330
     
96,165
     
100.0
%
   
100.0
     
100.0
 

(1) The average balances of securities available for sale are presented using amortized cost for these securities.
 

9

 
Loans

In 2014, the Company experienced another year of significant loan growth. The $249.5 million of increase in the Company’s gross loan portfolio from December 31, 2013 to December 31, 2014 came throughout its marketing territories.  Average loans increased $242.5 million during 2014 to $3.01 billion. Interest income on the loan portfolio increased to $136.0 million in 2014 from $128.0 million in 2013. The average yield declined 11 basis points to 4.51% in 2014 compared to 2013.
 
LOAN PORTFOLIO

(dollars in thousands)
 
As of December 31,
 
   
2014
   
2013
   
2012
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
Commercial
 
$
202,469
     
6.4
%
 
$
202,038
     
6.9
%
 
$
198,750
     
7.4
%
Real estate - construction
   
38,522
     
1.2
     
35,358
     
1.2
     
37,205
     
1.4
 
Real estate - mortgage
   
2,557,613
     
81.0
     
2,325,029
     
80.0
     
2,110,290
     
78.6
 
Home equity lines of credit
   
352,134
     
11.1
     
340,489
     
11.7
     
333,909
     
12.4
 
Installment loans
   
7,594
     
0.2
     
5,895
     
0.2
     
4,579
     
0.2
 
                                                 
Total loans
   
3,158,332
     
100.0
%
   
2,908,809
     
100.0
%
   
2,684,733
     
100.0
%
Less: Allowance for loan losses
   
46,327
             
47,714
             
47,927
         
                                                 
Net loans (1)
 
$
3,112,005
           
$
2,861,095
           
$
2,636,806
         
 
   
Average Balances
 
   
2014
   
2013
   
2012
   
2011
   
2010
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
Commercial
 
$
201,317
     
6.7
%
 
$
193,065
     
7.0
%
 
$
209,323
     
8.1
%
 
$
242,256
     
10.0
%
 
$
261,621
     
11.3
%
Real estate - construction
   
35,109
     
1.2
     
36,689
     
1.3
     
34,387
     
1.3
     
18,666
     
0.8
     
12,971
     
0.6
 
Real estate - mortgage
   
2,428,383
     
80.6
     
2,201,348
     
79.4
     
2,004,059
     
77.9
     
1,859,797
     
76.8
     
1,755,791
     
75.6
 
Home equity lines of credit
   
343,264
     
11.4
     
335,409
     
12.1
     
321,299
     
12.5
     
298,996
     
12.3
     
285,416
     
12.3
 
Installment loans
   
6,083
     
0.2
     
5,152
     
0.2
     
3,915
     
0.2
     
3,622
     
0.1
     
4,211
     
0.2
 
                                                                                 
Total loans
   
3,014,156
     
100.0
%
   
2,771,663
     
100.0
%
   
2,572,983
     
100.0
%
   
2,423,337
     
100.0
%
   
2,320,010
     
100.0
%
                                                                                 
Less: Allowance for loan losses
   
47,409
             
48,452
             
49,148
             
46,210
             
40,846
         
                                                                                 
Net loans (1)
 
$
2,966,747
           
$
2,723,211
           
$
2,523,835
           
$
2,377,127
           
$
2,279,164
         

(1) Presented net of deferred direct loan origination fees and costs.
 

Through marketing, pricing and a customer-friendly service delivery network, TrustCo has attempted to distinguish itself from other mortgage lenders by highlighting the uniqueness of its loan products. Specifically, low closing costs, no escrow or private mortgage insurance, quick loan decisions and fast closings were identified and marketed. The fact that the Company holds mortgages in its loan portfolio rather than selling them into secondary markets was also highlighted. The average balance of residential real estate loans was $2.44 billion in 2014 and $2.22 billion in 2013. Income on real estate loans increased to $111.7 million in 2014 from $104.6 million in 2013. The yield on the portfolio decreased from 4.72% for 2013 to 4.57% in 2014 due to changes in retail rates in the marketplace. Residential real estate loans at December 31, 2014 were $2.58 billion compared to $2.34 billion at year-end 2013, an increase of $236.3 million. The vast majority of TrustCo’s real estate loans are secured by properties within the Bank’s market area.

TrustCo does not make subprime loans or purchase investments collateralized by subprime loans. A loan may be considered subprime for a number of reasons, but effectively subprime loans are loans where the certainty of repayment of principal and interest is lower than for a traditional prime loan due to the structure of the loan itself, the credit worthiness of the borrower, the underwriting standards of the lender or some combination of these. For instance, adjustable loans underwritten at initial low “teaser” rates instead of the fully indexed rate and loans to borrowers with poor payment history would generally be classified as subprime. TrustCo underwrites its loan originations in a traditional manner, focusing on key factors that have proven to result in good credit decisions, rather than relying on automated systems or basing decisions primarily on one factor, such as a borrower’s credit score.
 

10

 
Average commercial loans of $221.3 million in 2014 increased by $6.5 million from $214.8 million in 2013. The average yield on the commercial loan portfolio decreased to 5.12% for 2014 from 5.22% in 2013 as a result of declining market rates. This resulted in interest income on commercial loans of $11.3 million in 2014 and $11.2 million in 2013.

TrustCo’s commercial lending activities are focused on balancing the Company’s commitment to meeting the credit needs of businesses in its market areas with the necessity of managing its credit risk. In accordance with these goals, the Company has consistently emphasized the origination of loans within its market area. The portfolio contains no foreign loans, nor does it contain any significant concentrations of credit to any single borrower or industry. The Capital Region commercial loan portfolio reflects the diversity of businesses found in the market area, including light manufacturing, retail, service, and real estate related business. Commercial loans made in the downstate New York market area and in the central Florida market area also reflect the businesses in those areas, with a focus on real estate. Market conditions in the central Florida market area continued to improve during most of 2014.

TrustCo strives to maintain strong asset quality in all segments of its loan portfolio, especially commercial loans. Competition for commercial loans continues to be intense in the Bank’s market regions although the dislocations of recent years has resulted in some competitors exiting the business or scaling back their efforts. The Bank competes with large money center and regional banks as well as with smaller locally based banks and thrifts and other financial services companies.

TrustCo has a strong position in the home equity credit line product in its market area. TrustCo was one of the first financial institutions in the area to market and originate this product, and, management believes, has developed significant expertise with respect to its risks and rewards. During 2014, the average balance of home equity credit lines was $343.3 million, an increase from $335.4 million in 2013. The home equity credit line product has developed into a significant business line for many financial services companies. Trustco Bank competes with both regional and national concerns for these lines of credit and faces stiff competition with respect to interest rates, closing costs, and customer service for these loans. TrustCo continuously reviews changes made by competitors with respect to the home equity credit line product and adjusts its offerings to remain competitive. The average yield was 3.57% for 2014 and 3.41% in 2013. This resulted in interest income on home equity credit lines of $12.3 million in 2014, compared to $11.5 million in 2013.  The increase in yield during 2014 as compared to 2013 is the result of loans with introductory rates repricing to the product floor during the year as well as the introductory rate offered being higher in 2014.
 

MATURITIES AND SENSITIVITIES OF LOANS TO CHANGE IN INTEREST RATES

(dollars in thousands)
 
December 31, 2014
 
       
After 1 Year
         
   
In 1 Year
   
But Within
   
After
     
   
or Less
   
5 Years
   
5 Years
   
Total
 
Commercial
 
$
62,560
     
67,310
     
72,599
     
202,469
 
Real estate construction
   
38,522
     
-
     
-
     
38,522
 
                                 
Total
   
101,082
     
67,310
     
72,599
     
240,991
 
                                 
Predetermined rates
   
36,298
     
67,310
     
72,599
     
176,207
 
Floating rates
   
64,784
     
-
     
-
     
64,784
 
                                 
Total
 
$
101,082
     
67,310
     
72,599
     
240,991
 
 

 
At December 31, 2014 and 2013, the Company had approximately $38.5 million and $35.4 million of real estate construction loans. As of December 31, 2014, approximately $17.6 million are secured by first mortgages to residential borrowers while approximately $20.9 million were to commercial borrowers for residential constructions projects. Of the $35.4 million in real estate construction loans at December 31, 2013, approximately $13.9 million were secured by first mortgages to residential borrowers with the remaining $21.5 million were to commercial borrowers for residential construction projects. The vast majority of construction loans are in the Company’s New York market.

As of December 31, 2014 and 2013, the Company’s loan portfolio did not include any subprime mortgages or loans acquired with deteriorated credit quality.
 
 
11

 
INVESTMENT SECURITIES

(dollars in thousands)
 
As of December 31,
 
   
2014
   
2013
   
2012
 
   
Amortized
   
Fair
   
Amortized
   
Fair
   
Amortized
   
Fair
 
   
Cost
   
Value
   
Cost
   
Value
   
Cost
   
Value
 
Securities available for sale:
                       
U. S. government sponsored enterprises
 
$
78,420
     
77,800
     
200,531
     
198,829
     
262,063
     
263,108
 
State and political subdivisions
   
2,232
     
2,271
     
7,623
     
7,758
     
25,815
     
26,457
 
Mortgage backed securities and collateralized mortgage obligations-residential
   
486,107
     
483,560
     
552,230
     
532,449
     
515,322
     
518,776
 
Corporate bonds
   
1,500
     
1,500
     
10,429
     
10,471
     
26,312
     
26,529
 
Small Business Adminstration-guaranteed participation securities
   
103,273
     
100,496
     
111,383
     
103,029
     
75,674
     
76,562
 
Mortgage backed securities and collateralized mortgage obligations-commercial
   
10,696
     
10,447
     
10,965
     
10,558
     
-
     
-
 
Other
   
650
     
650
     
650
     
650
     
650
     
650
 
Total debt securities available for sale
   
682,878
     
676,724
     
893,811
     
863,744
     
905,836
     
912,082
 
Equity securities
   
35
     
35
     
10
     
10
     
10
     
10
 
Total securities available for sale
   
682,913
     
676,759
     
893,821
     
863,754
     
905,846
     
912,092
 
Held to maturity securities:
                                               
Mortgage backed securities and collateralized mortgage obligations-residential
   
60,986
     
64,320
     
76,270
     
78,876
     
108,471
     
114,195
 
Corporate bonds
   
9,960
     
11,022
     
9,945
     
11,429
     
34,955
     
36,931
 
Total held to maturity securities
   
70,946
     
75,342
     
86,215
     
90,305
     
143,426
     
151,126
 
Total investment securities
 
$
753,859
     
752,101
     
980,036
     
954,059
     
1,049,272
     
1,063,218
 
 
Securities available for sale: The portfolio of securities available for sale is designed to provide a stable source of interest income and liquidity. The portfolio is also managed by the Company to take advantage of changes in interest rates and is particularly important in providing greater flexibility in the current unusually low interest rate environment. The securities available for sale portfolio is managed under a policy detailing the types and characteristics acceptable in the portfolio. Mortgage backed securities and collateralized mortgage obligations held in the portfolio include only pass-throughs issued by United States Government agencies or sponsored enterprises. During 2013, the Company added Small Business Administration (“SBA”) guaranteed participation securities to the available for sale portfolio. These securities are Government guaranteed, offer better yields than agency securities and have more certainty in regard to final maturity than mortgage-backed securities (“MBS”). During recent years there was a continued shift by the Company to invest more in MBS and less in agency securities as MBS offer a baseline cashflow as opposed to the callable agency securities the Bank has typically invested in, that tend to result in extremely concentrated cashflows, which can expose the Bank to greater reinvestment risk. In addition, the expected yield on MBS is also typically higher for a given duration security than for a similar duration agency security.

Holdings of securities issued by states and political subdivisions have declined in recent years, reflecting management’s concern regarding the potential impact of the economy on the financial condition of the issuing entities. Similarly, corporate bond holdings have declined as the result of concern about economic conditions and the stability of some larger financial institutions in which the Bank had previously invested.

Proceeds from sales, calls and maturities of securities available for sale have been invested in higher yielding assets, such as loans, or temporarily held in Federal Funds sold and other short term investments until deployed to fund future loan growth or FUTURE INVESTMENT OPPoRtunities.
 

12

 
The designation of “available for sale” is made at the time of purchase, based upon management’s intent and ability to hold the securities for an indefinite period of time. These securities are available for sale in response to changes in market interest rates, related changes in prepayment risk, needs for liquidity, or changes in the availability of and yield on alternative investments. At December 31, 2014 some securities in this portfolio had fair values that were less than the amortized cost due to changes in interest rates and market conditions and not related to the credit condition of the issuers. At December 31, 2014, the Company did not intend to sell, and it is not likely that the Company will be required to sell these securities before market recovery. Accordingly, at December 31, 2014 the Company did not consider any of the unrealized losses to be other than temporary.

At December 31, 2014, the carrying value of securities available for sale amounted to $676.8 million, compared to $863.8 million at year end 2013. For 2014, the average balance of securities available for sale was $794.6 million with an average yield of 2.04%, compared to an average balance in 2013 of $946.4 million with an average yield of 1.90%. The taxable equivalent income earned on the securities available for sale portfolio in 2013 was $18.0 million, compared to $16.2 million earned in 2014.

Securities available for sale are recorded at their fair value, with any unrealized gains or losses, net of taxes, recognized as a component of shareholders’ equity. Average balances of securities available for sale are stated at amortized cost. At December 31, 2014, the fair value of TrustCo’s portfolio of securities available for sale carried gross unrealized gains of approximately $1.1 million and gross unrealized losses of approximately $7.3 million. At December 31, 2013, the fair value of the company’s portfolio of securities available for sale carried gross unrealized gains of approximately $467 thousand and gross unrealized losses of approximately $30.5 million. In both periods, unrealized losses were related to market interest rate levels and were not credit related.

Held to Maturity Securities: At December 31, 2014 the Company held $70.9 million of held to maturity securities, compared to $86.2 million at December 31, 2013. For 2014, the average balance of held to maturity securities was $78.4 million, compared to $104.4 million in 2013.  Similar to securities available for sale, cash flow from calls and maturities of these securities has been reinvested in higher yielding assets, such as loans, or temporarily held in Federal Funds sold and other short term investments to fund future loan growth OR FUTURE INVESTMENT OPPURTUNITIES. The average yield on held to maturity securities increased from 3.52% in 2013 to 3.67% in 2014 as the mix within the portfolio changed due to calls, maturities and amortization/accretion. Interest income on held to maturity securities declined from $3.7 million in 2013 to $2.9 million in 2014, reflecting the decline in average balances. Held to maturity securities are recorded at amortized cost. The fair value of these securities as of December 31, 2014 was $75.3 million.

The designation of “held to maturity” is made at the time of purchase, based upon management’s intent and ability to hold the securities until final maturity. At December 31, 2014 none of the securities in this portfolio had fair values that were less than the amortized cost. At December 31, 2014, the Company has the intent and ability to hold these securities until maturity.

Securities Gains & Losses: During 2014, TrustCo recognized approximately $717 thousand of net gains from securities transactions, compared to net gains of $1.6 million in 2013 and $2.2 million in 2012. There were no sales or transfers of held to maturity securities in 2014, 2013 and 2012.

TrustCo has not invested in any exotic investment products such as interest rate swaps, forward placement contracts, or other instruments commonly referred to as derivatives. In addition, the Company has not invested in securities backed by subprime mortgages or in collateralized debt obligations (CDOs). By actively managing a portfolio of high quality securities, TrustCo believes it can meet the objectives of asset/liability management and liquidity, while at the same time producing a reasonably predictable earnings stream.
 
13

 
SECURITIES PORTFOLIO MATURITY DISTRIBUTION AND YIELD

(dollars in thousands)
 
As of December 31, 2014
 
   
Maturing:
 
       
After 1
   
After 5
         
   
Within
   
But Within
   
But Within
   
After
     
   
1 Year
   
5 Years
   
10 Years
   
10 Years
   
Total
 
                     
Debt securities available for sale:
                   
U. S. government sponsored enterprises
                   
Amortized cost
 
$
2,020
     
76,400
     
-
     
-
     
78,420
 
Fair Value
   
2,010
     
75,790
     
-
     
-
     
77,800
 
Weighted average yield
   
0.88
%
   
1.15
     
-
     
-
     
1.14
 
State and political subdivisions
                                       
Amortized cost
 
$
7
     
382
     
1,531
     
312
     
2,232
 
Fair Value
   
7
     
382
     
1,568
     
314
     
2,271
 
Weighted average yield
   
5.39
%
   
5.71
     
4.53
     
4.30
     
4.70
 
Mortgage backed securities and collateralized mortgage obligations-residential
                                       
Amortized cost
 
$
632
     
326,936
     
158,539
     
-
     
486,107
 
Fair Value
   
646
     
325,789
     
157,125
     
-
     
483,560
 
Weighted average yield
   
4.48
%
   
2.14
     
2.25
     
-
     
2.18
 
Corporate bonds
                                       
Amortized cost
 
$
1,500
     
-
     
-
     
-
     
1,500
 
Fair Value
   
1,500
     
-
     
-
     
-
     
1,500
 
Weighted average yield
   
0.09
%
   
-
     
-
     
-
     
0.09
 
Small Business Administration- guaranteed participation securities
                                       
Amortized cost
 
$
-
     
-
     
103,273
     
-
     
103,273
 
Fair Value
   
-
     
-
     
100,496
     
-
     
100,496
 
Weighted average yield
   
-
%
   
-
     
2.04
     
-
     
2.04
 
Mortgage backed securities and collateralized mortgage obligations-commercial
                                       
Amortized cost
 
$
-
     
10,696
     
-
     
-
     
10,696
 
Fair Value
   
-
     
10,447
     
-
     
-
     
10,447
 
Weighted average yield
   
-
%
   
1.40
     
-
     
-
     
1.40
 
Other
                                       
Amortized cost
 
$
-
     
650
     
-
     
-
     
650
 
Fair Value
   
-
     
650
     
-
     
-
     
650
 
Weighted average yield
   
-
%
   
2.49
     
-
     
-
     
2.49
 
Total securities available for sale
                                       
Amortized cost
 
$
4,159
     
415,064
     
263,343
     
312
     
682,878
 
Fair Value
   
4,163
     
413,058
     
259,189
     
314
     
676,724
 
Weighted average yield
   
1.15
%
   
1.94
     
2.18
     
4.30
     
2.03
 
                                         
Held to maturity securities:
                                       
Mortgage backed securities and collateralized mortgage obligations-residential
                                       
Amortized cost
 
$
-
     
59,638
     
1,348
     
-
     
60,986
 
Fair Value
   
-
     
62,873
     
1,447
     
-
     
64,320
 
Weighted average yield
   
-
%
   
3.81
     
4.10
     
-
     
3.81
 
Corporate bonds
                                       
Amortized cost
 
$
-
     
9,960
     
-
     
-
     
9,960
 
Fair Value
   
-
     
11,022
     
-
     
-
     
11,022
 
Weighted average yield
   
-
%
   
6.17
     
-
     
-
     
6.17
 
Total held to maturity securities
                                       
Amortized cost
 
$
-
     
69,598
     
1,348
     
-
     
70,946
 
Fair Value
   
-
     
73,895
     
1,447
     
-
     
75,342
 
Weighted average yield
   
-
%
   
4.15
     
4.10
     
-
     
4.14
 

Weighted average yields have not been adjusted for any tax-equivalent factor.
 

14

 
Maturity and call dates of securities: Many of the securities in the Company’s portfolios have a call date in addition to the stated maturity date. Call dates allow the issuer to redeem the bonds prior to maturity at specified dates and at predetermined prices. Normally, securities are redeemed at the call date when the issuer can reissue the security at a lower interest rate. Therefore, for cash flow, liquidity and interest rate management purposes, it is important to monitor both maturity dates and call dates. During the early part of 2012 the level of securities called was elevated due to the volatile interest rate environment. The level of calls in 2013 and 2014 declined relative to the 2012 level.  The probability of future calls will change depending on market interest rate levels. The tables labeled “Securities Portfolio Maturity and Call Date Distribution,” show the distribution, based on both final maturity and call date of each security, broken out by the available for sale and held to maturity portfolios as of December 31, 2014. Mortgage backed securities and collateralized mortgage obligations are reported using an estimate of average life. Actual maturities may differ from contractual maturities because of securities’ prepayments and the right of certain issuers to call or prepay their obligations without penalty. The table “Securities Portfolio Maturity Distribution and Yield,” shows the distribution of maturities for each of the securities portfolios, based on final maturity, as well as the average yields at December 31, 2014 on each type/maturity grouping.
 
SECURITIES PORTFOLIO MATURITY AND CALL DATE DISTRIBUTION

Debt securities available for sale:
(dollars in thousands)
 
As of December 31, 2014
 
   
Based on
   
Based on
 
   
Final Maturity
   
Call Date
 
   
Amortized
   
Fair
   
Amortized
   
Fair
 
   
Cost
   
Value
   
Cost
   
Value
 
Within 1 year
 
$
4,159
   
 
4,163
     
81,527
     
80,933
 
1 to 5 years
   
415,064
     
413,058
     
339,379
     
337,992
 
5 to 10 years
   
263,343
     
259,189
     
261,954
     
257,781
 
After 10 years
   
312
     
314
     
18
     
18
 
Total debt securities available for sale
 
$
682,878
     
676,724
     
682,878
     
676,724
 

Held to maturity securities:

(dollars in thousands)
 
As of December 31, 2014
 
   
Based on
   
Based on
 
   
Final Maturity
   
Call Date
 
   
Amortized
   
Fair
   
Amortized
   
Fair
 
   
Cost
   
Value
   
Cost
   
Value
 
1 to 5 years
  $
69,598
     
73,895
     
69,598
     
73,895
 
5 to 10 years
   
1,348
     
1,447
     
1,348
     
1,447
 
Total held to maturity securities
 
$
70,946
     
75,342
     
70,946
     
75,342
 
 

Federal Funds Sold and Other Short-term Investments

During 2014, the average balance of Federal Funds sold and other short term investments was $589.9 million, an increase from $502.1 million in 2013. The average rate earned on these assets was 0.25% in both 2013 and 2014. TrustCo utilizes this category of earning assets as a means of maintaining strong liquidity.

As noted, the target Federal Funds rate set by the Federal Open Market Committee (FOMC) did not change during 2014. The Federal Funds sold and other short-term investments portfolio is significantly affected by changes in the target Federal Funds rate as are virtually all interest sensitive instruments.

The year-end balance of Federal Funds sold and other short term investments was $627.9 million for 2014, compared to $536.6 million at year end 2013.  Yields on investment securities with acceptable risk characteristics were insufficient to justify shifting overnight liquidity into other investments despite the low return on Federal Funds. Management will continue to evaluate the overall level of the Federal Funds sold and other short term investments portfolio in 2015 and will make appropriate adjustments based upon market opportunities and interest rates.
 

15

 
Funding Sources

TrustCo utilizes various traditional sources of funds to support its earning asset portfolio. The table, “Mix of Average Sources of Funding,” presents the various categories of funds used and the corresponding average balances for each of the last three years.

Deposits: Average total deposits were $3.98 billion in 2014, compared to $3.86 billion in 2013, an increase of $115.5 million. Increases in deposit categories included: demand deposits up $17.0 million, interest-bearing checking deposits up $57.6 million, savings up $8.8 million, money market up $455 thousand and time deposits up $31.6 million. The increase in deposits reflects the impact of new branches opened over the last several years, and the continuing focus at TrustCo on providing core banking services better, faster and cheaper than its competitors.
 

MIX OF AVERAGE SOURCES OF FUNDING

(dollars in thousands)
             
2014
   
2013
   
Components of
 
               
vs.
   
vs.
   
Total Funding
 
   
2014
   
2013
   
2012
   
2013
   
2012
   
2014
   
2013
   
2012
 
Demand deposits
 
$
319,458
     
302,437
     
278,179
     
17,021
     
24,258
     
7.7
%
   
7.5
     
7.0
 
Retail deposits:
                                                               
Savings
   
1,227,473
     
1,218,655
     
1,115,151
     
8,818
     
103,504
     
29.4
     
30.1
     
28.1
 
Time deposits under $100 thousand
   
704,249
     
721,498
     
833,358
     
(17,249
)
   
(111,860
)
   
16.9
     
17.8
     
21.0
 
Interest bearing checking accounts
   
636,140
     
578,531
     
515,062
     
57,609
     
63,469
     
15.3
     
14.3
     
13.0
 
Money market deposits
   
650,779
     
650,324
     
649,452
     
455
     
872
     
15.6
     
16.1
     
16.4
 
Total retail deposits
   
3,218,641
     
3,169,008
     
3,113,023
     
49,633
     
55,985
     
77.2
     
78.3
     
78.5
 
Total core deposits
   
3,538,099
     
3,471,445
     
3,391,202
     
66,654
     
80,243
     
84.9
     
85.8
     
85.5
 
Time deposits over $100 thousand (1)
   
440,869
     
391,975
     
418,488
     
48,894
     
(26,513
)
   
10.6
     
9.7
     
10.6
 
Short-term borrowings
   
189,430
     
180,275
     
152,982
     
9,155
     
27,293
     
4.5
     
4.5
     
3.9
 
Total purchased liabilities
   
630,299
     
572,250
     
571,470
     
58,049
     
780
     
15.1
     
14.2
     
14.5
 
Total sources of funding
 
$
4,168,398
     
4,043,695
     
3,962,672
     
124,703
     
81,023
     
100.0
%
   
100.0
     
100.0
 

(1) Included in time deposits over $100 thousand was $85.3 million and $70.8 million in time deposits with balances in excess of $250 thousand as of December 31, 2014 and 2013, respectively.
 

16

 

AVERAGE BALANCES, YIELDS AND NET INTEREST MARGINS

(dollars in thousands)
 
2014
   
2013
   
2012
 
   
Average
Balance
   
Interest
Income/
Expense
   
Average
Rate
   
Average
Balance
   
Interest
Income/
Expense
   
Average
Rate
   
Average
Balance
   
Interest
Income/
Expense
   
Average
Rate
 
Assets
                                   
Loans, net
 
$
3,014,156
     
135,989
     
4.51
%
 
$
2,771,663
     
127,974
     
4.62
%
 
$
2,572,983
     
128,663
     
5.00
%
                                                                         
Securities available for sale:
                                                                       
U.S. government sponsored enterprises
   
113,563
     
1,417
     
1.25
     
221,028
     
2,600
     
1.18
     
568,425
     
8,097
     
1.42
 
State and political subdivisions
   
3,924
     
280
     
7.14
     
12,845
     
862
     
6.71
     
35,435
     
2,012
     
5.68
 
Mortgage backed securities and collateralized mortgage obligations-residential
   
555,430
     
12,150
     
2.19
     
545,487
     
11,385
     
2.09
     
334,616
     
6,697
     
2.00
 
Corporate bonds
   
3,156
     
65
     
2.04
     
46,049
     
812
     
1.76
     
68,182
     
2,231
     
3.27
 
Small Business Administration- guaranteed participation securities
   
107,029
     
2,154
     
2.01
     
109,913
     
2,180
     
1.98
     
15,707
     
319
     
2.03
 
Mortgage backed securities and collateralized mortgage obligations-commercial
   
10,837
     
151
     
1.40
     
10,420
     
144
     
1.38
     
-
     
-
     
-
 
Other
   
674
     
16
     
2.37
     
625
     
17
     
2.72
     
660
     
19
     
2.88
 
Total securities available for sale
   
794,613
     
16,233
     
2.04
     
946,367
     
18,000
     
1.90
     
1,023,025
     
19,375
     
1.89
 
Held to maturity securities:
                                                                       
U.S. government sponsored enterprises
   
-
     
-
     
-
     
-
     
-
     
-
     
1,048
     
25
     
2.43
 
Mortgage backed securities and collateralized mortgage obligations-residential
   
68,404
     
2,259
     
3.30
     
90,360
     
2,840
     
3.14
     
131,092
     
4,287
     
3.27
 
Corporate bonds
   
9,952
     
615
     
6.18
     
14,011
     
833
     
5.95
     
39,570
     
1,666
     
4.21
 
Total held to maturity securities
   
78,356
     
2,874
     
3.67
     
104,371
     
3,673
     
3.52
     
171,710
     
5,978
     
3.48
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
10,135 
     
511 
     
5.04 
     
10,266 
     
490 
     
4.77 
     
9,425 
     
486 
     
5.16 
 
Federal funds sold and other short-term investments
   
589,873
     
1,464
     
0.25
     
502,136
     
1,240
     
0.25
     
461,495
     
1,142
     
0.25
 
Total interest earning assets
   
4,487,133
     
157,071
     
3.50
%
   
4,334,803
     
151,377
     
3.49
%
   
4,238,638
     
155,644
     
3.67
%
Allowance for loan losses
   
(47,409
)
                   
(48,452
)
                   
(49,148
)
               
Cash and noninterest earning assets
   
135,217
                     
136,042
                     
143,303
                 
Total assets
 
$
4,574,941
                   
$
4,422,393
                   
$
4,332,793
                 
Liabilities and shareholders' equity
                                                                       
Interest bearing deposits:
                                                                       
Interest bearing checking accounts
 
$
636,140
     
365
     
0.06
%
 
$
578,531
     
329
     
0.06
%
 
$
515,062
     
315
     
0.06
%
Savings
   
1,227,473
     
2,662
     
0.22
     
1,218,655
     
3,333
     
0.27
     
1,115,151
     
3,872
     
0.35
 
Time deposits and money markets
   
1,795,897
     
11,064
     
0.62
     
1,763,797
     
10,138
     
0.57
     
1,901,298
     
14,313
     
0.75
 
Total interest bearing deposits
   
3,659,510
     
14,091
     
0.39
     
3,560,983
     
13,800
     
0.39
     
3,531,511
     
18,500
     
0.52
 
Short-term borrowings
   
189,430
     
1,397
     
0.74
     
180,275
     
1,483
     
0.82
     
152,982
     
1,475
     
0.96
 
Total interest bearing liabilities
   
3,848,940
     
15,488
     
0.40
%
   
3,741,258
     
15,283
     
0.41
%
   
3,684,493
     
19,975
     
0.54
%
Demand deposits
   
319,458
                     
302,437
                     
278,179
                 
Other liabilities
   
23,733
                     
21,719
                     
19,441
                 
Shareholders' equity
   
382,810
                     
356,979
                     
350,680
                 
Total liabilities and shareholders' equity
 
$
4,574,941
                   
$
4,422,393
                   
$
4,332,793
                 
Net interest income
           
141,583
                     
136,094
                     
135,669
         
Taxable equivalent adjustment
           
(130
)
                   
(330
)
                   
(681
)
       
Net interest income
           
141,453
                     
135,764
                     
134,988
         
Net interest spread
                   
3.10
%
                   
3.08
%
                   
3.13
%
Net interest margin (net interest income to total interest earnings assets)
                   
3.16
                     
3.14
                     
3.20
 

Portions of income earned on certain commercial loans, obligations of states and political subdivisions, and equity securities are exempt from federal and/or state taxation. Appropriate adjustments have been made to reflect the equivalent amount of taxable income that would have been necessary to generate an equal amount of after tax income. Federal and state tax rates used to calculate income on a tax equivalent basis were 35.0% and 7.5% for 2014, 2013, and 2012. The average balances of securities available for sale and held to maturity were calculated using amortized costs. Included in the average balance of shareholders’ equity is ($5.0) million, ($8.1) million, and $3.1 million in 2014, 2013, and 2012, respectively, of net unrealized (loss) gain, net of tax, in the available for sale securities portfolio. The gross amounts of the net unrealized (loss) gain has been included in cash and noninterest earning assets. Nonaccrual loans are included in average loans.

 
The overall cost of interest bearing deposits was 0.39% in 2014, unchanged from 2013. The increase in the average balance of interest bearing deposits resulted in an increase of approximately $291 thousand in interest expense on deposits to $14.1 million in 2014.

The Company strives to maintain competitive rates on deposit accounts and to attract customers through a combination of competitive interest rates, quality customer service, and convenient banking locations. In this fashion, management believes, TrustCo is able to attract deposit customers looking for a long-term banking relationship and to cross sell banking services utilizing the deposit account relationship as the starting point.
 

17


 
Other funding sources: The Company had $189.4 million of average short-term borrowings outstanding during 2014 compared to $180.3 million in 2013. These borrowings represent customer repurchase accounts, which behave more like deposit accounts than traditional borrowings. The average cost of short-term borrowings was 0.74% in 2014 and 0.82% in 2013. This resulted in interest expense of approximately $1.4 million in 2014 compared to $1.5 million in 2013.
 

AVERAGE DEPOSITS BY TYPE OF DEPOSITOR

(dollars in thousands)
 
Years Ended December 31,
 
   
2014
   
2013
   
2012
   
2011
   
2010
 
Individuals, partnerships and corporations
 
$
3,965,716
     
3,847,392
     
3,791,616
     
3,621,718
     
3,387,976
 
U.S. government
   
2
     
-
     
-
     
3
     
5
 
State and political subdivisions
   
2,141
     
1,826
     
1,748
     
1,584
     
894
 
Other (certified and official checks, etc.)
   
11,109
     
14,202
     
16,326
     
14,290
     
14,705
 
Total average deposits by type of depositor
 
$
3,978,968
     
3,863,420
     
3,809,690
     
3,637,595
     
3,403,580
 
 

MATURITY OF TIME DEPOSITS OVER $100 THOUSAND

(dollars in thousands)

 
   
   
As of December 31, 2014
 
     
Under 3 months
 
$
33,255
 
3 to 6 months
   
74,484
 
6 to 12 months
   
219,905
 
Over 12 months
   
138,616
 
         
Total
 
$
466,260
 
 
 
18

 
 
 

VOLUME AND YIELD ANALYSIS

(dollars in thousands)
 
2014 vs. 2013
   
2013 vs. 2012
 
   
Increase
   
Due to
   
Due to
   
Increase
   
Due to
   
Due to
 
   
(Decrease)
   
Volume
   
Rate
   
(Decrease)
   
Volume
   
Rate
 
Interest income (TE):
                       
Federal funds sold and other short-term investments
 
$
224
     
224
     
-
   
$
98
     
98
     
-
 
Securities available for sale:
                                               
Taxable
   
(582
)
   
(634
)
   
52
     
(225
)
   
1,424
     
(1,649
)
Tax-exempt
   
(1,185
)
   
(2,029
)
   
844
     
(1,150
)
   
(1,464
)
   
314
 
Total securities available for sale
   
(1,767
)
   
(2,663
)
   
896
     
(1,375
)
   
(40
)
   
(1,335
)
Held to maturity securities (taxable)
   
(799
)
   
(969
)
   
170
     
(2,305
)
   
(2,644
)
   
339
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
21
     
(6
)
   
27
     
4
     
42
     
(38
)
Loans, net
   
8,015
     
11,192
     
(3,177
)
   
(689
)
   
9,706
     
(10,395
)
Total interest income
   
5,694
     
7,778
     
(2,084
)
   
(4,267
)
   
7,162
     
(11,429
)
                                                 
Interest expense:
                                               
Interest bearing checking accounts
   
36
     
36
     
-
     
14
     
14
     
-
 
Savings
   
(671
)
   
21
     
(692
)
   
(539
)
   
360
     
(899
)
Time deposits and money markets
   
926
     
207
     
719
     
(4,175
)
   
(1,124
)
   
(3,051
)
Short-term borrowings
   
(86
)
   
69
     
(155
)
   
8
     
240
     
(232
)
Total interest expense
   
205
     
333
     
(128
)
   
(4,692
)
   
(510
)
   
(4,182
)
Net interest income (TE)
 
$
5,489
     
7,445
     
(1,956
)
 
$
425
     
7,672
     
(7,247
)
 

Capital Resources

Consistent with its long-term goal of operating a sound and profitable financial organization, TrustCo strives to maintain strong capital ratios and to qualify as a well capitalized bank in accordance with federal regulatory requirements. Historically, most of the Company’s capital requirements have been provided through retained earnings generated.  Additionally, during 2011, the Company elected to raise additional equity capital in light of expected balance sheet growth and a heightened regulatory emphasis on capital levels.  On July 6, 2011, the Company completed a public offering of 15,640,000 shares of $1 par value per share common stock, at $4.60 per share raising net proceeds of 67.6 million.

The dividend payout ratio was 56.3% of net income in 2014 and 62.2% of net income in 2013. The per share dividend paid in both 2013 and 2014 was $0.2625. The Company’s ability to pay dividends to its shareholders is dependent upon the ability of the Bank to pay dividends to the Company. The payment of dividends by the Bank to the Company is subject to continued compliance with minimum regulatory capital requirements. The Office of the Comptroller of the Currency, the Bank’s primary regulator, may disapprove a dividend if: the Bank would be undercapitalized following the distribution; the proposed capital distribution raises safety and soundness concerns; or the capital distribution would violate a prohibition contained in any statue, regulation or agreement. Currently the Bank meets the regulatory definition of a well capitalized institution. During 2015, the Bank could declare dividends of approximately $37.4 million plus any 2015 net profits retained to the date of the dividend declaration.

TrustCo’s Tier 1 capital was 17.04% of risk-adjusted assets at December 31, 2014, and 16.74% of risk-adjusted assets at December 31, 2013. Tier 1 capital to assets (leverage ratio) at December 31, 2014 was 8.55%, as compared to 8.27% at year-end 2013.

At December 31, 2014 and 2013, Trustco Bank met its regulator’s definition of a well capitalized institution.
 

19



In July 2013, the federal bank regulatory agencies issued a final rule that will revise their risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The final rule applies to all depository institutions, top-tier bank holding companies with total consolidated assets of $500 million or more and top-tier savings and loan holding companies. Among other matters, the rule establishes a new common equity Tier 1 minimum capital requirement of 4.5% of risk-weighted assets, increases the minimum Tier 1 capital to risk-based assets requirement from 4.0% to 6.0% of risk-weighted assets, changes the risk-weightings of certain assets, creates an additional capital conservation buffer over the required capital ratios and changes what qualifies as capital for purposes of meeting the various capital requirements. The implementation of the new rule will begin for TrustCo and Trustco Bank on January 1, 2015. As of December 31, 2014, the capital levels of both TrustCo and the Bank exceeded the revised minimums and both continue to meet the regulatory definition of well capitalized.

TrustCo maintains a dividend reinvestment plan (DRP) with approximately 11,154 participants. During 2014, $2.9 million of dividends paid on the shares held in this plan were reinvested in shares of the Company. The DRP also allows for additional purchases by participants and has a discount feature (up to a 5% for safe harbor provisions) that can be activated by management as a tool to raise capital. To date, the discount feature has not been utilized.

Risk Management

The responsibility for balance sheet risk management oversight is the function of the Asset Allocation Committee. The Committee meets monthly and includes the executive officers of the Company as well as other department managers as appropriate. The meetings include a review of balance sheet structure, formulation of strategy in light of anticipated economic conditions, and comparison to Board-established guidelines to control exposures to various types of risk.

Credit Risk

Credit risk is managed through a network of loan officer authorities, review committees, loan policies, and oversight from the senior executives of the Company. In addition, the Company utilizes an internal loan review function to evaluate management’s loan grading of non-homogeneous loans. Management follows a policy of continually identifying, analyzing, and evaluating the credit risk inherent in the loan portfolio. As a result of management’s ongoing reviews of the loan portfolio, loans are placed in nonaccrual status, either due to the delinquent status of the principal and/or interest payments, or based on a judgment by management that, although payment of principal and/or interest is current, such action is prudent. Thereafter, no interest is taken into income unless received in cash or until such time as the borrower demonstrates a sustained ability to make scheduled payments of interest and principal.

Management has also developed policies and procedures to monitor the credit risk in relation to the Federal Funds sold portfolio. TrustCo maintains an approved list of third party banks that they sell Federal Funds to and monitors the credit rating and capital levels of those institutions. At December 31, 2014 virtually all of the Federal Funds sold and other short term investments were funds on deposit at the Federal Reserve Bank of New York and the Federal Home Loan Bank of New York. The Company also monitors the credit ratings on its investment securities.

Nonperforming Assets

Nonperforming assets include loans in nonaccrual status, restructured, loans past due three payments or more and still accruing interest, and foreclosed real estate properties.

Nonperforming assets at year end 2014 and 2013 totaled $40.5 million and $52.1 million, respectively. Nonperforming loans as a percentage of the total loan portfolio were 1.08% in 2014 and 1.49% in 2013. As of December 31, 2014 and December 31, 2013, there were $11.5 million and $15.1 million of loans in non-accruing status that were less than 90 days past due. During 2014, a sale of approximately $1.6 million of nonperforming assets was completed at a gain of $164 thousand.
 

20

 

NONPERFORMING ASSETS

(dollars in thousands)
 
As of December 31,
 
   
2014
   
2013
   
2012
   
2011
   
2010
 
Loans in nonaccrual status
 
$
33,886
     
43,227
     
52,446
     
48,466
     
48,478
 
Loans contractually past due 3 payments or more and still accruing interest
   
-
     
-
     
-
     
-
     
-
 
Restructured retail loans
   
125
     
166
     
231
     
312
     
336
 
Total nonperforming loans (1)
   
34,011
     
43,393
     
52,677
     
48,778
     
48,814
 
Foreclosed real estate
   
6,441
     
8,729
     
8,705
     
5,265
     
7,416
 
Total nonperforming assets
 
$
40,452
     
52,122
     
61,382
     
54,043
     
56,230
 
Allowance for loan losses
 
$
46,327
     
47,714
     
47,927
     
48,717
     
41,911
 
Allowance coverage of nonperforming loans
   
1.36
x
   
1.10
     
0.91
     
1.00
     
0.86
 
Nonperforming loans as a % of total loans
   
1.08
%
   
1.49
     
1.96
     
1.93
     
2.07
 
Nonperforming assets as a % of total assets
   
0.87
     
1.15
     
1.41
     
1.27
     
1.42
 

(1) As of December 31, 2014 and 2013, the Company also had $9.9 million and $8.6 million, respectively, of performing retail loans for which the borrower has filed for chapter 7 bankruptcy protection and not reaffirmed their debt to Trustco Bank. Under guidance issued by the Office of the Comptroller of the Currency (OCC) in the third quarter of 2012, these loans are deemed to be troubled debt restructurings (TDR’s), and as such have been included in the impaired loan disclosures. For the periods prior to the OCC guidance, these loans were not considered to be TDR’s.
 

 
At December 31, 2014, nonperforming loans include a mix of commercial and residential loans. Of the total nonaccrual loans of $33.9 million, $30.1 million were residential real estate loans and $3.8 million were commercial loans. It is the Company’s policy to classify loans as nonperforming if three monthly payments have been missed. Economic conditions remained challenging nationally over the last year. The majority of the Company’s loan portfolio continues to come from its historical market area in Upstate New York. As of December 31, 2014, 82.7% of loans are in New York, including both the Upstate and Downstate areas, as well as nominal loan balances in adjoining states. The Upstate New York region has been affected by the economic downturn to a much lesser degree than markets that previously enjoyed more robust growth and more rapid escalation in housing prices. The remaining 17.3% of the loan portfolio are Florida loans. The Company’s Downstate New York and Florida market areas experienced more of an impact from the economic downturn, but conditions have improved significantly over the recent years. At December 31, 2014, 8.1% of nonperforming loans were in Florida, with the remainder in the Company’s New York area markets. The Company’s traditionally strong underwriting standards and avoidance of exotic loan types has helped it avoid further deterioration in its Florida loan portfolio. At December 31, 2014 nonperforming Florida loans amounted to $2.8 million compared to $5.1 million at December 31, 2013. The improvement in Florida nonperforming levels reflects continued improved conditions in that market during 2014.

TrustCo has identified nonaccrual commercial and commercial real estate loans, as well as all loans restructured under a troubled debt restructuring (“TDR”), as impaired loans.

There were $4.1 million of commercial loans classified as impaired as of December 31, 2014 and $8.1 million as of December 31, 2013. In addition, there were $22.4 million and $21.3 million of residential TDRs classified as impaired at December 31, 2014 and 2013, respectively. Generally, residential TDRs involve the borrower filing for bankruptcy protection. The average balances of all impaired loans were $27.7 million during 2014, $26.7 million in 2013 and $19.4 million in 2012. The 2013 increase in the average level of impaired loans is primarily the result of updated guidance from the Office of the Comptroller of the Currency (OCC) with respect to the identification of troubled debt restructurings that occurred in the third quarter of 2012.

Ongoing portfolio management is intended to result in early identification and disengagement from deteriorating credits. TrustCo has a diversified loan portfolio that includes a significant balance of residential mortgage loans to borrowers in the Capital Region of New York and avoids concentrations to any one borrower or any single industry.

There are inherent risks associated with lending, however based on its review of the loan portfolio, including loans classified as nonperforming loans, TDR’s and impaired loans, management is aware of no other loans in the portfolio that pose significant risk of the eventual non-collection of principal and interest. As of December 31, 2014, there were no other loans classified for regulatory purposes that management reasonably expects will materially impact future operating results, liquidity, or capital resources. TrustCo has no advances to borrowers or projects located outside the United States. The Bank makes loans to executive officers, directors and to associates of such persons. These loans are made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions. These loans do not involve more than normal risk of collectibility or present other unfavorable features.
 
21



At year end 2014 there was $6.4 million of foreclosed real estate, compared to $8.7 million at December 31, 2013. Although the length of time to complete a foreclosure has remained elevated in recent years, because TrustCo is a portfolio lender it has not encountered issues such as lost notes and other documents, which have become a significant problem in the foreclosure process for many other mortgagees.

Allowance for Loan Losses

The allowance for loan losses is available to absorb losses on loans that management determines are uncollectible. The balance of the allowance is maintained at a level that is, in management’s judgment, representative of probable incurred losses related to the loan portfolio at the end of the reporting period.

In deciding on the adequacy of the allowance for loan losses, management reviews past due information, historical charge-off and recovery data, and nonperforming loan activity. Also, there are a number of other factors that are taken into consideration, including:

Ÿ the magnitude, nature and trends of recent loan charge-offs and recoveries,
Ÿ the growth in the loan portfolio and the implication that it has in relation to the economic climate in the Bank’s market territories, and
Ÿ the economic environment in the Upstate New York territory primarily (the Company’s largest geographical market) over the last several years, as well as in the Company’s other market areas.

Management continues to monitor these trends in determining provisions for loan losses in relation to loan charge-offs, recoveries, the level and trends of nonperforming loans and overall economic conditions in the Company’s market territories.

The table, “Summary of Loan Loss Experience”, includes an analysis of the changes to the allowance for the past five years. Net loans charged off in 2014 and 2013 were $6.5 million and $7.2 million, respectively. The decrease in net charge-offs was primarily the result of lower gross charge-offs in the residential segment of the portfolio in the Company’s New York market, with smaller improvements in the Florida market as well as lower commercial gross charge-offs in the New York market. New York commercial and residential gross charge-offs were down $675 thousand and $1.1 million, respectively.  Florida commercial and residential gross charge-offs were up $513 thousand and down $185 thousand, respectively, from 2013 to 2014. The changes in gross and net charge-offs in these categories reflected economic and market changes. During 2014, 89.5% of net charge-offs were on residential real estate loans, 7.6% were on commercial loans and 2.8% were on installment loans, compared to an average loan mix of 6.7% commercial, 93.1% real estate (including home equity products) and 0.2% installment. Included in the net numbers cited above were recoveries of $1.1 million in 2014 and $1.6 million in 2013. The Company recorded a $5.1 million provision for loan losses in 2014 compared to $7.0 million in 2013. The decrease in the provision for loan losses in 2014 was primarily related to improved portfolio performance and improving economic conditions, especially in Florida.

The allowance for loan losses decreased from $47.7 million at December 31, 2013, or 1.64% of total loans at that date, to $46.3 million at December 31, 2014, or 1.47% of total loans at that date.

Management believes that the allowance for loan losses is adequate at December 31, 2014 and 2013. The decrease in the level of allowance for loan losses relative to total loans at December 31, 2014, as compared to 2013, is due to positive trends in asset quality and the general improvement in economic conditions throughout the Company’s market areas.

While conditions in most of the Bank’s market areas are stable or improving, should general economic conditions weaken and/or real estate values begin to decline again, the level of problem loans may increase, as would the level of the provision for loan losses.
 

22



SUMMARY OF LOAN LOSS EXPERIENCE

(dollars in thousands)
 
2014
   
2013
   
2012
   
2011
   
2010
 
Amount of loans outstanding at end of year (less unearned income)
 
$
3,158,332
     
2,908,809
     
2,684,733
     
2,521,303
   
$
2,355,265
 
Average loans outstanding during year (less average unearned income)
   
3,014,156
     
2,771,663
     
2,572,983
     
2,423,337
     
2,320,010
 
Balance of allowance at beginning of year
   
47,714
     
47,927
     
48,717
     
41,911
     
37,591
 
Loans charged off:
                                       
Commercial and commercial real estate
   
1,010
     
1,172
     
2,499
     
1,171
     
5,081
 
Real estate mortgage - 1 to 4 family
   
6,320
     
7,592
     
10,839
     
11,305
     
14,632
 
Installment
   
214
     
74
     
141
     
82
     
155
 
Total
   
7,544
     
8,838
     
13,479
     
12,558
     
19,868
 
                                         
Recoveries of loans previously charged off:
                                       
Commercial and commercial real estate
   
514
     
519
     
138
     
59
     
103
 
Real estate mortgage - 1 to 4 family
   
511
     
1,089
     
502
     
511
     
789
 
Installment
   
32
     
17
     
49
     
44
     
96
 
Total
   
1,057
     
1,625
     
689
     
614
     
988
 
Net loans charged off
   
6,487
     
7,213
     
12,790
     
11,944
     
18,880
 
Provision for loan losses
   
5,100
     
7,000
     
12,000
     
18,750
     
23,200
 
Balance of allowance at end of year
 
$
46,327
     
47,714
     
47,927
     
48,717
     
41,911
 
Net charge offs as a percent of average loans outstanding during year (less average unearned income)
   
0.22
%
   
0.26
     
0.50
     
0.49
     
0.81
 
Allowance as a percent of loans outstanding at end of year
   
1.47
     
1.64
     
1.79
     
1.93
     
1.78
 


Allocation of the Allowance for Loan Losses

The allocation of the allowance for loans losses is as follows:

(dollars in thousands)
 
As of
   
As of
 
   
December 31, 2014
   
December 31, 2013
 
       
Percent of
       
Percent of
 
       
Loans to
       
Loans to
 
   
Amount
   
Total Loans
   
Amount
   
Total Loans
 
Commercial
 
$
3,764
     
6.41
%
 
$
3,667
     
6.95
%
Real estate - construction
   
571
     
1.22
%
   
585
     
1.22
%
Real estate mortgage - 1 to 4 family
   
35,394
     
80.98
%
   
36,678
     
79.92
%
Home equity lines of credit
   
6,430
     
11.15
%
   
6,686
     
11.71
%
Installment Loans
   
168
     
0.24
%
   
98
     
0.20
%
   
$
46,327
     
100.00
%
 
$
47,714
     
100.00
%


Market Risk

The Company’s principal exposure to market risk is with respect to interest rate risk. Interest rate risk is the potential for economic loss due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current market value.
 

23

 
Quantitative and Qualitative Disclosure about Market Risk

TrustCo realizes income principally from the difference or spread between the interest earned on loans, investments and other interest-earning assets and the interest paid on deposits and borrowings. Loan volume and yield, as well as the volume of and rates on investments, deposits and borrowings are affected by market interest rates. Additionally, because of the terms and conditions of many of the loan documents and deposit accounts, a change in interest rates could also affect the projected maturities of the loan portfolio and/or the deposit base.

In monitoring interest rate risk, management focuses on evaluating the levels of net interest income and the fair value of capital in varying interest rate cycles within Board-approved policy limits. Interest rate risk management also must take into consideration, among other factors, the Company’s overall credit, operating income, operating cost, and capital profile. The Asset Allocation Committee, which includes all members of executive management and reports quarterly to the Board of Directors, monitors and manages interest rate risk to maintain an acceptable level of potential change in the fair value of capital as a result of changes in market interest rates.

The Company uses an industry standard simulation model as the primary tool to identify, quantify and project changes in interest rates and the impact on the balance sheet and forecasted net interest income. The model utilizes assumptions with respect to cash flows and prepayment speeds taken both from industry sources and internally generated data based upon historical trends in the Bank’s balance sheet. Assumptions based on the historical behavior of deposit rates and balances in relation to changes in market interest rates are also incorporated into the model. This model calculates a fair value amount with respect to non-time deposit categories, since these deposits are part of the core deposit products of the Company. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure the fair value of capital or precisely predict the impact of fluctuations in interest rates on the fair value of capital.

Using this model, the fair values of capital projections as of December 31, 2014 are referenced below. The base case scenario shows the present estimate of the fair value of capital assuming no change in the operating environment or operating strategies and no change in interest rates from those existing in the marketplace as of December 31, 2014. The table indicates the impact on the fair value of capital assuming interest rates were to instantaneously increase by 100, 200, 300 and 400 basis points (BP) or to decrease by 100 basis points.

   
Estimated Percentage of
 
   
Fair value of Capital to
 
As of December 31, 2014
 
Fair value of Assets
 
+400 BP
   
19.98
%
+300 BP
   
21.08
 
+200 BP
   
22.10
 
+100 BP
   
22.82
 
Current rates
   
21.99
 
-100 BP
   
20.97
 

At December 31, 2014 the Company’s Tier 1 capital to assets ratio (leverage capital ratio) was 8.55%.

The fair value of capital is calculated as the fair value of assets less the fair value of liabilities in the interest rate scenario presented. The fair value of capital in the current rate environment is 21.99% of the fair value of assets whereas the current Tier 1 capital to assets ratio was 8.55% at December 31, 2014, as noted. The significant difference between these two capital ratios reflects the impact that a fair value calculation can have on the capital ratios of a company. The fair value of capital calculations take into consideration the fair value of deposits, including those deposits considered core deposits, along with the fair value of assets such as the loan portfolio.

A secondary method to identify and manage the interest rate risk profile is the static gap analysis. Interest sensitivity gap analysis measures the difference between the assets and liabilities repricing or maturing within specific time periods. An asset-sensitive position indicates that there are more rate-sensitive assets than rate-sensitive liabilities repricing or maturing within specific time periods, which would generally imply a favorable impact on net interest income in periods of rising interest rates and a negative impact in periods of falling rates. A liability-sensitive position would generally imply a negative impact on net interest income in periods of rising rates and a positive impact in periods of falling rates.
 

24

 
Static gap analysis has limitations because it cannot measure precisely the effect of interest rate movements, and competitive pressures on the repricing and maturity characteristics of interest-earning assets and interest-bearing liabilities. In addition, a significant portion of the interest sensitive assets are fixed rate securities with relatively long lives whereas the interest-bearing liabilities are not subject to these same limitations. As a result, certain assets and liabilities may in fact reprice at different times and at different volumes than the static gap analysis would indicate.  The Company deemphasized the use of gap analysis in favor of the more advanced methods provided by the previously noted model, including the sensitivity of the economic value of equity and net interest income.

The Company recognizes the relatively long-term nature of the fixed rate residential loan portfolio. To fund those long-term assets, the Company cultivates long-term deposit relationships (often called core deposits). These core deposit relationships tend to be longer term in nature and not as susceptible to changes in interest rates. Core deposit balances, along with substantial levels of short term liquid assets allows the Company to take on certain interest rate risk with respect to the fixed rate loans on its balance sheet.

The table “Interest Rate Sensitivity” presents an analysis of the interest-sensitivity gap position at December 31, 2014. All interest-earning assets and interest-bearing liabilities are shown based upon their contractual maturity or repricing date adjusted for forecasted prepayment rates. Asset prepayment and liability repricing periods are selected after considering the current rate environment, industry prepayment and data specific to the Company. The interest rate sensitivity table indicates that TrustCo is asset sensitive on a cumulative basis when measured at any of the repricing buckets and on a total basis, due primarily to the substantial excess of interest sensitive assets over interest sensitive liabilities in the shortest repricing bucket of 0 to 90 days. The effect of being asset sensitive is that rising interest rates should result in assets repricing to higher levels faster than liabilities repricing to higher levels, thus increasing net interest income. Conversely, should interest rates decline, the Company’s interest bearing assets would reprice down faster than liabilities, resulting in lower net interest income.

INTEREST RATE SENSITIVITY

(dollars in thousands)
 
At December 31, 2014
 
   
Repricing in:
 
   
0-90
   
91-365
   
1-5
   
Over 5
   
Rate
     
   
days
   
days
   
years
   
years
   
Insensitive
   
Total
 
Total assets
 
$
1,202,886
     
518,767
     
1,793,119
     
1,049,459
     
80,208
     
4,644,439
 
Cumulative total assets
 
 
1,202,886
     
1,721,653
     
3,514,772
     
4,564,231
     
4,644,439
         
Total liabilities and shareholders' equity
 
 
399,681
     
998,791
     
2,006,061
     
816,825
     
423,082
     
4,644,439
 
Cumulative total liabilities and shareholders' equity
 
 
399,681
     
1,398,471
     
3,404,532
     
4,221,357
     
4,644,439
         
Cumulative interest sensitivity gap
 
$
803,205
     
323,182
     
110,240
     
342,874
                 
Cumulative gap as a % of interest earning assets for the period
   
66.8
%
   
18.8
%
   
3.1
%
   
7.5
%
               
Cumulative interest sensitive assets to liabilities
   
301.0
 
   
123.1
 
   
103.2
 
   
108.1
 
               
 

In practice, the optionality imbedded in many of the Company’s assets and liabilities, along with other limitations such as differing timing between changes in rates on varying assets and liabilities limits the effectiveness of gap analysis, thus the table should be viewed as a rough framework in the evaluation of interest rate risk. Management takes these factors, and others, into consideration when reviewing the Bank’s gap position and establishing its asset/liability strategy. As noted, the simulation model is better able to consider these aspects of the Bank’s exposure to potential rate changes and thus is viewed as the more important of the two methodologies.

Liquidity Risk

TrustCo seeks to obtain favorable funding sources and to maintain prudent levels of liquid assets in order to satisfy various liquidity demands. In addition to serving as a funding source for maturing obligations, liquidity provides flexibility in responding to customer-initiated needs. Many factors affect the ability to meet liquidity needs, including changes in the markets served by the Bank’s network of branches, the mix of assets and liabilities, and general economic conditions.
 

25

 
The Company actively manages its liquidity position through target ratios established under its Asset/ Liability Management policies. Continual monitoring of these ratios, both historically and through forecasts under multiple interest rate scenarios, allows TrustCo to employ strategies necessary to maintain adequate liquidity levels. Management has also developed various liquidity alternatives, such as borrowings from the Federal Home Loan Bank of New York, should the need develop.

The Company achieves its liability-based liquidity objectives in a variety of ways. Liabilities can be classified into three categories for the purposes of managing liability-based liquidity: core deposits, purchased money, and capital market funds. TrustCo seeks deposits that are dependable and predictable and that are based as much on the level and quality of service as they are on interest rate. Average core deposits (total deposits less time deposits greater than $100 thousand) amounted to $3.54 billion in 2014 and $3.47 billion in 2013. Average balances of core deposits are detailed in the table “Mix of Average Sources of Funding.”

In addition to core deposits, another source of liability-based funding available to TrustCo is purchased money, which consists of long-term and short-term borrowings, Federal Funds purchased, securities sold under repurchase agreements, and time deposits greater than $100 thousand. The average balances of these purchased liabilities are detailed in the table “Mix of Average Sources of Funding.” During 2014, the average balance of purchased liabilities was $630.3 million, compared with $572.3 million in 2013.  Although classified as purchased liabilities for the purposes of this analysis, The Company does not offer premium rates on time deposits of greater than $100 thousand and thus views its time deposits as relatively stable funds.

The Bank also has a line of credit available with the Federal Home Loan Bank of New York. The amount of that line is determined by the Bank’s total assets and the amount and types of collateral pledged. Pledgable assets include most loans and securities. The Bank can borrow up to 30% of its total assets from the FHLBNY without special approval and may apply to borrow up to 50% of its total assets. Securities and loans pledged as collateral against any borrowings must cover certain margin requirements. Pledgeable securities have a maximum lendable value of 67% to 97%, depending on the security type, although the securities in the Bank’s investment portfolio generally have maximum lendable values of 80% to 95%. The maximum lendable value against loans is 90% for residential mortgages, 80% for multifamily mortgages and 75% for commercial mortgages. For both securities and loans, the maximum lendable limits are applied to the market value of the asset pledged. At December 31, 2014 there were no outstanding balances associated with this line of credit.

The Company’s overall liquidity position is favorable compared to its peers. A simple liquidity proxy often used in the industry is the ratio of loans to deposits, with a lower number representing a more liquid institution. At December 31, 2014, TrustCo’s loan to deposit ratio was 78.3% compared to 74.1% at December 31, 2013, while the median peer group of all publically traded banks and thrifts tracked by SNL financial with assets between $2 billion and $10 billion had ratios of 90.5% and 85.9%, respectively. In addition, at December 31, 2014 and 2013, the Company had cash and cash equivalents totaling $671.4 million and $583.0 million, respectively, as well as unpledged securities available for sale with a fair value of $392.1 million and $546.7 million, respectively.

Off-Balance Sheet Risk

Commitments to extend credit: The Bank makes contractual commitments to extend credit, and extends lines of credit which are subject to the Bank’s credit approval and monitoring procedures. At December 31, 2014 and 2013, commitments to extend credit in the form of loans, including unused lines of credit, amounted to $446.7 million and $430.3 million, respectively. In management’s opinion, there are no material commitments to extend credit that represent unusual risk.

The Company has issued conditional commitments in the form of standby letters of credit to guarantee payment on behalf of a customer and 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 $8.0 million and $6.5 million at December 31, 2014 and 2013, respectively, and represent the maximum potential future payments the Company could be required to make. Typically, these instruments have terms of 12 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 December 31, 2014 and 2013 was insignificant.
 

26

 
Other off-balance sheet risk: TrustCo does not engage in activities involving interest rate swaps, forward placement contracts, or any other instruments commonly referred to as “derivatives”. Management believes these instruments pose a high degree of risk, and that investing in them is unnecessary. TrustCo has no off-balance sheet partnerships, joint ventures, or other risk sharing entities.

Noninterest Income and Expense

Noninterest income: Noninterest income is a significant source of revenue for the Company and an important factor in overall results. Total noninterest income was $19.9 million in 2014, $19.8 million in 2013 and $21.0 million in 2012. Included in the 2014 results are $717 thousand of net securities gains compared with net gains of $1.6 million in 2013 and $2.2 million in 2012. Excluding securities gains and losses, noninterest income was $19.2 million in 2014, $18.1 million in 2013 and $18.8 million in 2012.

Trustco Financial Services contributes a large recurring portion of noninterest income through fees generated by providing fiduciary and investment management services. Income from these fiduciary activities totaled $5.8 million in 2014, $5.3 million in 2013, and $5.8 million in 2012. Trust fees are generally calculated as a percentage of the assets under management by Trustco Financial Services. In addition, trust fees include fees for estate settlements, tax preparation, and other services. Assets under management by Trustco Financial Services are not included on the Company’s Consolidated Financial Statements because Trustco Financial Services holds these assets in a fiduciary capacity. At December 31, 2014, 2013 and 2012, fair value of assets under management by the Trustco Financial Services were approximately $917.9 million, $839.6 million and $825.0 million, respectively. The changes in levels of assets under management reflects a combination of changing market valuations and the net impact of new customer asset additions, losses of accounts and the settlement of estates.

The Company routinely reviews its service charge policies and levels relative to its competitors. Reflecting those reviews, changes in fees for services to customers in terms of both the levels of fees as well as types of fees are made where appropriate. The changes in reported noninterest income also reflect the volume of services customers utilized and regulatory changes governing overdrafts. During 2014 and 2013 sales of nonperforming loans resulted in gains of $164 thousand and $314 thousand, respectively, and are included in other noninterest income.  Also included in other noninterest income in 2014 is a gain of $1.6 million on the sale of a property in Florida that was to be used as a regional headquarters.


NONINTEREST INCOME

(dollars in thousands)
 
For the year ended December 31,
   
2014 vs. 2013
 
   
2014
   
2013
   
2012
   
Amount
   
Percent
 
Trustco Financial Services income
 
$
5,837
     
5,301
     
5,761
     
536
     
10.1
%
Fees for services to customers
   
10,844
     
11,675
     
12,290
     
(831
)
   
(7.1
)
Net gain on securities transactions
   
717
     
1,622
     
2,161
     
(905
)
   
(55.8
)
Other
   
2,508
     
1,172
     
752
     
1,336
     
114.0
 
Total noninterest income
 
$
19,906
     
19,770
     
20,964
     
136
     
0.7
%


 
Noninterest expense: Noninterest expense was $84.7 million in 2014, compared with $85.0 million in 2013 and $84.0 million in 2012. TrustCo’s operating philosophy stresses the importance of monitoring and controlling the level of noninterest expense. The efficiency ratio is a strong indicator of how well controlled and monitored these expenses are for a banking enterprise. A low ratio indicates highly efficient performance. The median efficiency ratio for a peer group composed of similar sized banking institutions was 63.4% for 2014. TrustCo’s efficiency ratio was 52.6% in 2014, 52.8% in 2013 and 52.3% in 2012. Excluded from the efficiency ratio calculation were $717 thousand of securities gains in 2014 as well as $1.6 million of securities gains in 2013, and $2.2 million of securities gains in 2012.  In addition in 2014, the ratio excludes the gain on the sale of the building in Florida and the gain on the sale of NPLs mentioned previously.  Other real estate owned expense or income is also excluded from this calculation for all periods presented.
 
27

 

NONINTEREST EXPENSE

(dollars in thousands)
 
For the year ended December 31,
   
2014 vs. 2013
 
   
2014
   
2013
   
2012
   
Amount
   
Percent
 
Salaries and employee benefits
 
$
32,879
     
32,424
     
31,276
     
455
     
1.4
%
Net occupancy expense
   
16,251
     
16,100
     
15,257
     
151
     
0.9
 
Equipment expense
   
7,219
     
6,381
     
6,073
     
838
     
13.1
 
Professional services
   
5,807
     
5,649
     
6,040
     
158
     
2.8
 
Outsourced services
   
5,350
     
5,125
     
5,122
     
225
     
4.4
 
Advertising expense
   
2,487
     
2,827
     
3,841
     
(340
)
   
(12.0
)
FDIC and other insurance
   
3,907
     
3,975
     
3,823
     
(68
)
   
(1.7
)
Other real estate expense, net
   
1,009
     
3,598
     
3,216
     
(2,589
)
   
(72.0
)
Other
   
9,761
     
8,926
     
9,329
     
835
     
9.4
 
Total noninterest expense
 
$
84,670
     
85,005
     
83,977
     
(335
)
   
(0.4
)%

Salaries and employee benefits are the most significant component of noninterest expense. For 2014, these expenses amounted to $32.9 million, compared with $32.4 million in 2013, and $31.3 million in 2012. The increase in salaries and benefits in 2014 was primarily due to higher benefit costs and an increase in FTEs related to new branch openings and additional compliance staff. Full time equivalent headcount increased from 708 as of December 31, 2013 to 737 as of December 31, 2014.

Net occupancy expense increased to $16.3 million in 2014, compared to $16.1 million in 2013 and $15.3 million in 2012. These changes primarily reflect the full impact of branches opened in the last three years as well as increases in property taxes on owned and leased premises.

Equipment expense was up $838 thousand to $7.2 million in 2014, compared to $6.4 million in 2013 and $6.1 million in 2012.  This was primarily due to computer system upgrades and costs associated with new branch facilities.

Professional services expense increased to $5.8 million in 2014 compared to $5.6 million in 2013 and $6.0 million in 2012. Outsourced service expense was $5.4 million in 2014 and $5.1 million in both 2013 and 2012, reflecting increased volumes as well as outsourced credit card product costs. Advertising expense was $2.5 million in 2014, $2.8 million in 2013 and $3.8 million in 2012. Higher costs in 2012 reflected intensified use of advertising and promotion to attract and grow customers in new markets, particularly with respect to residential mortgage products, with a return to more normalized levels in 2013 and 2014.

FDIC and other insurance expense was $3.9 million in 2014, $4.0 million in 2013 and $3.8 million in 2012.

Other real estate expense decreased to $1.0 million in 2014, as compared to $3.6 million in 2013 and $3.2 million in 2012. Included in ORE expense during 2014, 2013 and 2012 were write downs of properties included in ORE totaling $2.0 million, $2.2 million and $1.1 million, respectively. Also included in 2014 results was a gain of $2.4 million on the sale of a large ORE property.  Real estate market conditions in the Company’s service areas, particularly Florida, have improved but remain challenging in some areas.

Changes in other components of noninterest expense are the results of normal banking activities and the increased activities associated with new branching facilities.

Income Tax

In 2014, TrustCo recognized income tax expense of $27.4 million, as compared to $23.7 million in 2013 and $22.4 million in 2012. The effective tax rates were 38.3%, 37.3% and 37.4% in 2014, 2013, and 2012, respectively. The tax expense on the Company’s income was different than tax expense at the federal statutory rate of 35%, due primarily to the effect of state income taxes and to a lesser extent to the effect of tax exempt income.  During 2014 the increase in taxes and effective tax rate reflect higher pre-tax income levels and the impact of New York State tax law changes which required a deferred tax asset write-down of $200 thousand during the first quarter of 2014.
 

28



Contractual Obligations

The Company is contractually obligated to make the following payments on leases as of December 31, 2014:


(dollars in thousands)
 
Payments Due by Period:
 
   
Less Than
   
1-3
   
3-5
   
More than
     
   
1 Year
   
Years
   
Years
   
5 Years
   
Total
 
                             
Operating leases
 
$
7,023
     
13,333
     
12,379
     
40,840
     
73,575
 

In addition, the Company is contractually obligated to pay data processing vendors approximately $5 million to $6 million per year through 2019.

Also, the Company is obligated under its various employee benefit plans to make certain payments in the future. The payments are approximately $1.8 to $1.9 million per year through 2024. Additionally, the Company is obligated to pay the accumulated benefits under the supplementary pension plan which amounted to $5.6 million as of December 31, 2014 and 2013. Actual payments under the plan would be made in accordance with the plan provisions.

Impact of Inflation and Changing Prices

The Consolidated Financial Statements for the years ended 2014, 2013 and 2012 have been prepared in accordance with U.S. generally accepted accounting principles which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increasing cost of operations.

Unlike most industrial companies, nearly all the assets and liabilities of the Company are monetary. As a result, changes in interest rates have a greater impact on the Company’s performance than do the effects of general levels of inflation, because interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services.

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 2014 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.

Recent Accounting Pronouncements

Please refer to Note 17 to the consolidated financial statements for a detailed discussion of new accounting pronouncements and their impact on the Company.
 

29



Forward-Looking Statements

Statements included in this report 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. Forward-looking statements can be identified by the use of such words as may, will, should, could, would, estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. 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:

Ÿ TrustCo’s ability to continue to originate a significant volume of one- to- four family mortgage loans in its market areas and to otherwise maintain or increase its market share in the areas in which it operates;
Ÿ TrustCo’s ability to continue to maintain noninterest expense and other overhead costs at reasonable levels relative to income;
Ÿ the future earnings and capital levels of Trustco Bank and the continued non-objection by TrustCo’s and Trustco Bank’s primary federal banking regulators, to the extent required, to distribute capital from Trustco Bank to the Company, which could affect the ability of the Company to pay dividends;
Ÿ TrustCo’s ability to make accurate assumptions and judgments regarding the credit risks associated with its lending and investing activities, including changes in the level and direction of loan delinquencies and charge-offs, changes in property values, and changes in estimates of the adequacy of the allowance for loan and lease losses;
Ÿ the effects of and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest rates, market and monetary fluctuations;
Ÿ adverse conditions in the securities markets that lead to impairment in the value of securities in TrustCo’s investment portfolio;
Ÿ the perceived overall value of TrustCo’s products and services by users, including the features, pricing and quality compared to competitors’ products and services and the willingness of current and prospective customers to substitute competitors’ products and services for TrustCo’s products and services;
Ÿ changes in consumer spending, borrowing and savings habits;
Ÿ the effect of changes in financial services laws and regulations (including laws concerning taxation, banking and securities) and the impact of other governmental initiatives affecting the financial services industry, including new regulatory capital requirements that take effect for 2015;
Ÿ the results of examinations of Trustco Bank and the Company by their respective primary federal banking regulators, including the possibility that the regulators may, among other things, require us to increase our loss allowances or to take other actions that reduce capital or income;
Ÿ changes in management personnel;
Ÿ real estate and collateral values;
Ÿ changes in accounting policies and practices, as may be adopted by the bank regulatory agencies Financial Accounting Standards Board (“FASB”) or the Public Company Accounting Oversight Board;
Ÿ technological changes and electronic, cyber and physical security breaches;
Ÿ changes in local market areas and general business and economic trends, as well as changes in consumer spending and saving habits;
Ÿ TrustCo’s success at managing the risks involved in the foregoing and managing its business; and
Ÿ other risks and uncertainties included under “Risk Factors” in our Form 10-K for the year ended December 31, 2014.

You should not rely upon forward-looking statements as predictions of future events. Although TrustCo believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. 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.
 
30

 

SUMMARY OF UNAUDITED QUARTERLY FINANCIAL INFORMATION
 
(dollars in thousands, except per share data)
                   
   
2014
   
2013
 
     
Q1
     
Q2
     
Q3
     
Q4
   
Year
     
Q1
     
Q2
     
Q3
     
Q4
   
Year
 
Income statement:
                                                                       
Interest and dividend income
 
$
38,446
     
39,156
     
39,574
     
39,765
     
156,941
   
$
37,470
     
37,331
     
37,882
     
38,364
     
151,047
 
Interest expense
   
3,790
     
3,676
     
3,926
     
4,096
     
15,488
     
3,865
     
3,791
     
3,779
     
3,848
     
15,283
 
Net interest income
   
34,656
     
35,480
     
35,648
     
35,669
     
141,453
     
33,605
     
33,540
     
34,103
     
34,516
     
135,764
 
Provision for loan losses
   
1,500
     
1,500
     
1,100
     
1,000
     
5,100
     
2,000
     
2,000
     
1,500
     
1,500
     
7,000
 
Net interest income after provison for loan losses
   
33,156
     
33,980
     
34,548
     
34,669
     
136,353
     
31,605
     
31,540
     
32,603
     
33,016
     
128,764
 
Noninterest income
   
5,759
     
4,505
     
4,890
     
4,752
     
19,906
     
4,592
     
5,916
     
4,414
     
4,848
     
19,770
 
Noninterest expense
   
20,801
     
19,437
     
22,192
     
22,240
     
84,670
     
21,557
     
21,869
     
20,688
     
20,891
     
85,005
 
Income before income taxes
   
18,114
     
19,048
     
17,246
     
17,181
     
71,589
     
14,640
     
15,587
     
16,329
     
16,973
     
63,529
 
Income tax expense
   
7,103
     
7,240
     
6,532
     
6,521
     
27,396
     
5,472
     
5,824
     
6,077
     
6,344
     
23,717
 
Net income
 
$
11,011
     
11,808
     
10,714
     
10,660
     
44,193
   
$
9,168
     
9,763
     
10,252
     
10,629
     
39,812
 
Per share data:
                                                                               
Basic earnings
 
$
0.116
     
0.125
     
0.113
     
0.113
     
0.467
   
$
0.097
     
0.104
     
0.109
     
0.113
     
0.422
 
Diluted earnings
   
0.116
     
0.125
     
0.113
     
0.112
     
0.466
     
0.097
     
0.104
     
0.109
     
0.112
     
0.422
 
Cash dividends declared
   
0.0656
     
0.0656
     
0.0656
     
0.0656
     
0.2625
     
0.0656
     
0.0656
     
0.0656
     
0.0656
     
0.2625
 
 
31

 
FIVE YEAR SUMMARY OF FINANCIAL DATA

(dollars in thousands, except per share data)
 
Years Ended December 31,
 
   
2014
   
2013
   
2012
   
2011
   
2010
 
Statement of income data:
                   
Interest and dividend income
 
$
156,941
     
151,047
     
154,963
     
160,748
     
162,123
 
Interest expense
   
15,488
     
15,283
     
19,975
     
26,244
     
34,998
 
Net interest income
   
141,453
     
135,764
     
134,988
     
134,504
     
127,125
 
Provision for loan losses
   
5,100
     
7,000
     
12,000
     
18,750
     
23,200
 
Net interest income after provision for loan losses
   
136,353
     
128,764
     
122,988
     
115,754
     
103,925
 
Noninterest income
   
19,189
     
18,148
     
18,803
     
17,345
     
17,529
 
Net gain on securities transactions
   
717
     
1,622
     
2,161
     
1,428
     
3,352
 
Noninterest expense
   
84,670
     
85,005
     
83,977
     
82,142
     
80,894
 
Income before income taxes
   
71,589
     
63,529
     
59,975
     
52,385
     
43,912
 
Income taxes
   
27,396
     
23,717
     
22,441
     
19,298
     
14,591
 
Net income
 
$
44,193
     
39,812
     
37,534
     
33,087
     
29,321
 
Share data:
                                       
Average equivalent diluted shares (in thousands)
   
94,753
     
94,206
     
93,637
     
85,072
     
76,935
 
Tangible book value
 
$
4.14
     
3.82
     
3.81
     
3.62
     
3.31
 
Cash dividends
   
0.263
     
0.263
     
0.263
     
0.263
     
0.256
 
Basic earnings
   
0.467
     
0.422
     
0.400
     
0.389
     
0.381
 
Diluted earnings
   
0.466
     
0.422
     
0.400
     
0.389
     
0.381
 
Financial:
                                       
Return on average assets
   
0.97
%
   
0.90
     
0.87
     
0.81
     
0.77
 
Return on average shareholders' equity
   
11.54
     
11.15
     
10.70
     
11.04
     
11.48
 
Cash dividend payout ratio
   
56.30
     
62.19
     
65.60
     
67.71
     
67.25
 
Tier 1 capital to assets (leverage ratio)
   
8.55
     
8.27
     
8.21
     
8.14
     
6.68
 
Tier 1 capital as a % of total risk adjusted assets
   
17.04
     
16.74
     
16.68
     
15.97
     
12.57
 
Total capital as a % of total risk adjusted assets
   
18.30
     
18.00
     
17.94
     
17.23
     
13.83
 
Efficiency ratio
   
52.60
     
52.78
     
52.28
     
49.95
     
51.42
 
Net interest margin
   
3.16
     
3.14
     
3.20
     
3.40
     
3.50
 
Average balances:
                                       
Total assets
 
$
4,574,941
     
4,422,393
     
4,332,793
     
4,089,790
     
3,795,667
 
Earning assets
   
4,487,133
     
4,334,803
     
4,238,638
     
3,991,932
     
3,689,087
 
Loans, net
   
3,014,156
     
2,771,663
     
2,572,983
     
2,423,337
     
2,320,010
 
Allowance for loan losses
   
(47,409
)
   
(48,452
)
   
(49,148
)
   
(46,210
)
   
(40,846
)
Securities available for sale
   
794,613
     
946,367
     
1,023,025
     
947,482
     
780,540
 
Held to maturity securities
   
78,356
     
104,371
     
171,710
     
181,584
     
245,191
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
10,135
     
10,266
     
9,425
     
6,898
     
6,774
 
Deposits
   
3,978,968
     
3,863,420
     
3,809,690
     
3,637,595
     
3,403,580
 
Short-term borrowings
   
189,430
     
180,275
     
152,982
     
133,803
     
119,213
 
Shareholders' equity
   
382,810
     
356,979
     
350,680
     
299,739
     
255,332
 
 
32



Non-GAAP Financial Measures Reconciliation

Tangible book value per share is a non-GAAP financial measures derived from GAAP-based amounts. We calculate tangible equity by excluding the balance of intangible assets from shareholders’ equity. We calculate tangible book value per share by dividing tangible equity by common shares outstanding, as compared to book value per common share, which we calculate by dividing shareholders’ equity by common shares outstanding.

The efficiency ratio is a non-GAAP measure of expense control relative to recurring revenue. We calculate the efficiency ratio by dividing total noninterest expenses as determined under GAAP, but excluding other real estate owned expense, net, which we refer to below as recurring expense, by net interest income (fully taxable equivalent) and total noninterest income as determined under GAAP, but excluding net gains on securities from this calculation and other non-recurring income sources, if applicable, which we refer to below as recurring revenue. We believe that this provides one reasonable measure of core expenses relative to core revenue.

The taxable equivalent net interest margin is a non-GAAP measure of adjusted net interest income relative to average interest earning assets. We calculate the taxable equivalent net interest margin by dividing GAAP net interest income, adjusted to include the benefit of non-taxable interest income, by average interest earnings assets.

We believe that these non-GAAP financial measures provide information that is important to investors and that is useful in understanding our financial position, results and ratios. However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures. As other companies may use different calculations for these measures, this presentation may not be comparable to other similarly titled measures reported by other companies.

(dollars in thousands, except per share amounts)
(Unaudited)

   
12/31/14
   
12/31/13
   
12/31/12
   
12/31/11
   
12/31/10
 
Tangible Book Value Per Share
                   
                     
Equity
 
$
393,444
     
361,813
     
358,798
     
338,516
     
255,440
 
Less: Intangible assets
   
553
     
553
     
553
     
553
     
553
 
Tangible equity
 
$
392,891
     
361,260
     
358,245
     
337,963
     
254,887
 
                                         
Shares outstanding
   
94,857
     
94,463
     
93,935
     
93,315
     
77,130
 
Tangible book value per share
 
$
4.14
     
3.82
     
3.81
     
3.62
     
3.30
 
Book value per share
   
4.15
     
3.83
     
3.82
     
3.63
     
3.31
 
 
33

 
   
Years Ended
 
Efficiency Ratio
 
12/31/14
   
12/31/13
   
12/31/12
   
12/31/11
   
12/31/10
 
                     
Net interest income (fully taxable equivalent)
   $
141,583
     
136,094
     
135,669
     
135,717
     
128,963
 
Non-interest income
   
19,906
     
19,770
     
20,964
     
18,773
     
20,881
 
Less:  Net gain on securities
   
717
     
1,622
     
2,161
     
1,428
     
3,352
 
Less:  Net gain on sale of building and net gain on sale of nonperforming loans
   
1,719
     
-
     
-
     
-
     
-
 
Recurring revenue
   $
159,053
     
154,242
     
154,472
     
153,062
     
146,492
 
                                         
Total Noninterest expense
   
84,670
     
85,005
     
83,977
     
82,142
     
80,894
 
Less:  Other real estate expense, net
   
1,009
     
3,598
     
3,216
     
5,693
     
5,565
 
Recurring expense
   $
83,661
     
81,407
     
80,761
     
76,449
     
75,329
 
                                         
Efficiency Ratio
   
52.60
%
   
52.78
 
   
52.28
 
   
49.95
 
   
51.42
 

   
Years Ended
 
Taxable Equivalent Net Interest Margin
 
12/31/14
   
12/31/13
   
12/31/12
   
12/31/11
   
12/31/10
 
                     
Net interest income
   $
141,453
     
135,764
     
134,988
     
134,504
     
127,125
 
Taxable Equivalent Adjustment
   
130
     
330
     
681
     
1,213
     
1,838
 
Net interest income (Taxable Equivalent)
   $
141,583
     
136,094
     
135,669
     
135,717
     
128,963
 
                                         
Total Interest Earning Assets
   $
4,487,133
     
4,334,803
     
4,238,638
     
3,991,932
     
3,689,087
 
                                         
Net Interest Margin
   
3.15
%
   
3.13
 
   
3.18
 
   
3.37
 
   
3.45
 
Taxable Equivalent Net Interest Margin
   
3.16
%
   
3.14
 
   
3.20
 
   
3.40
 
   
3.50
 

 
34

 
Glossary of Terms

Allowance for Loan Losses:

A balance sheet account which represents management’s estimate of probable credit losses in the loan portfolio. The provision for loan losses is added to the allowance account, charge offs of loans decrease the allowance balance and recoveries on previously charged off loans serve to increase the balance.

Basic Earnings Per Share:

Net income divided by the weighted average number of common shares outstanding (including participating securities) during the period.

Cash Dividends Per Share:

Total cash dividends for each share outstanding on the record dates.

Comprehensive Income:

Net income plus the change in selected items recorded directly to capital such as the net change in unrealized market gains and losses on securities available for sale and the overfunded/underfunded positions in the retirement plans.

Core Deposits:

Deposits that are traditionally stable, including all deposits other than time deposits of $100,000 or more.

Derivative Investments:

Investments in futures contracts, forwards, swaps, or other investments with similar characteristics.

Diluted Earnings Per Share:

Net income divided by the weighted average number of common shares outstanding during the period, taking into consideration the effect of any dilutive stock options.

Earning Assets:

The sum of interest-bearing deposits with banks, securities available for sale, securities held to maturity, trading securities, loans, net of unearned income, and Federal Funds sold and other short term investments.

Efficiency Ratio:

Noninterest expense (excluding nonrecurring charges, and other real estate expense) divided by taxable equivalent net interest income plus noninterest income (excluding securities transactions and other non-recurring income items). This is an indicator of the recurring total cost of operating the Company in relation to the recurring total income generated.

Federal Funds Sold:

A short term (generally one business day) investment of excess cash reserves from one bank to another.

Government Sponsored Enterprises (GSE):

Government Sponsored Enterprises are corporations sponsored by the United States government and include the Federal Home Loan Bank (FHLB), the Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac), the Federal National Mortgage Association (FNMA or Fannie Mae) and the Small Business Administration (SBA).
 

35

 
Impaired Loans:

Loans, principally commercial, where it is probable that the borrower will be unable to make the principal and interest payments according to the contractual terms of the loan, and all loans considered TDR’s.

Interest Bearing Liabilities:

The sum of interest bearing deposits, Federal Funds purchased, securities sold under agreements to repurchase, short-term borrowings, and long-term debt.

Interest Rate Spread:

The difference between the taxable equivalent yield on earning assets and the rate paid on interest bearing liabilities.

Liquidity:

The ability to meet loan commitments, deposit withdrawals, and maturing borrowings as they come due.

Net Interest Income:

The difference between income on earning assets and interest expense on interest bearing liabilities.

Net Interest Margin:

Fully taxable equivalent net interest income as a percentage of average earning assets.

Net Loans Charged Off:

Reductions to the allowance for loan losses written off as losses, net of the recovery of loans previously charged off.

Nonaccrual Loans:

Loans for which no periodic accrual of interest income is recognized.

Nonperforming Assets:

The sum of nonperforming loans plus foreclosed real estate properties.

Nonperforming Loans:

The sum of loans in a nonaccrual status (for purposes of interest recognition), plus accruing loans three payments or more past due as to principal or interest payments.

Parent Company:

A company that owns or controls a subsidiary through the ownership of voting stock.

Real Estate Owned:

Real estate acquired through foreclosure proceedings.

Return on Average Assets:

Net income as a percentage of average total assets.
 

36

 
Return on Average Equity:

Net income as a percentage of average equity.

Risk-Adjusted Assets:

A regulatory calculation that assigns risk factors to various assets on the balance sheet.

Risk-Based Capital:

The amount of capital required by federal regulatory standards, based on a risk-weighting of assets.

Subprime Loans:

Loans, including mortgages, that are underwritten based on non-traditional guidelines or structured in non-traditional ways, typically with the goal of facilitating the approval of loans that more conservative lenders would likely decline.

Tangible Book Value Per Share:

Total shareholders’ equity (less goodwill) divided by shares outstanding on the same date. This provides an indication of the tangible book value of a share of stock.

Taxable Equivalent (TE):

Tax exempt income that has been adjusted to an amount that would yield the same after tax income had the income been subject to taxation at the statutory federal and/or state income tax rates.

Tier 1 Capital:

Total shareholders’ equity excluding accumulated other comprehensive income.

Troubled Debt Restructurings (TDR's):

A TDR is a refinanced loan in which the bank allows the borrower certain concessions that would normally not be considered. The concessions are made in light of the borrower’s financial difficulties and the bank’s objective to maximize recovery on the loan.  TDR’s are considered impaired loans.
 

37

 
Management’s Report on Internal Control over Financial Reporting

The management of TrustCo Bank Corp NY is responsible for establishing and maintaining adequate internal control over financial reporting. TrustCo’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has completed an assessment of TrustCo Bank Corp NY’s internal control over financial reporting as of December 31, 2014. In making this assessment, we used the criteria set forth by the 2013 Internal Control - Integrated Framework promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on our assessment, we believe that, as of December 31, 2014, the Company maintained effective internal control over financial reporting.

The Company’s internal control over financial reporting as of December 31, 2014 has been audited by Crowe Horwath LLP, the Company’s independent registered public accounting firm, as stated in their report which is included herein.


Robert J. McCormick
President and Chief Executive Officer


Michael M. Ozimek
Senior Vice President and Chief Financial Officer

March 6, 2015
 

38

 
Report of Independent Registered Public Accounting Firm

Audit Committee
TrustCo Bank Corp NY
Glenville, New York

We have audited the accompanying consolidated statements of condition of TrustCo Bank Corp NY (“Company”) as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, change in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2014. We also have audited the Company’s internal control over financial reporting as of December 31, 2014, based on criteria established in 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TrustCo Bank Corp NY as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 
/s/ Crowe Horwath LLP
   
New York, New York
 
March 6, 2015
 
 
39

 
Consolidated Statements of Income

(dollars in thousands, except per share data)
 
Years Ended December 31,
 
   
2014
   
2013
   
2012
 
             
Interest and dividend income:
           
Interest and fees on loans
 
$
135,960
     
127,944
     
128,581
 
Interest and dividends on securities available for sale:
                       
U. S. government sponsored enterprises
   
1,417
     
2,600
     
8,097
 
State and political subdivisions
   
179
     
562
     
1,413
 
Mortgage-backed securities and collateralized mortgage obligations-residential
   
12,150
     
11,385
     
6,697
 
Corporate bonds
   
65
     
812
     
2,231
 
Small Business Administration-guaranteed participation securities
   
2,154
     
2,180
     
319
 
Mortgage-backed securities and collateralized mortgage obligations-commercial
   
151
     
144
     
-
 
Other
   
16
     
17
     
19
 
Total interest and dividends on securities available for sale
   
16,132
     
17,700
     
18,776
 
                         
                         
Interest on held to maturity securities:
                       
U. S. government sponsored enterprises
   
-
     
-
     
25
 
Mortgage-backed securities and collateralized mortgage obligations-residential
   
2,259
     
2,840
     
4,287
 
Corporate bonds
   
615
     
833
     
1,666
 
Total interest on held to maturity securities
   
2,874
     
3,673
     
5,978
 
                         
                         
Federal Reserve Bank and Federal Home Loan Bank stock
   
511
     
490
     
486
 
Interest on federal funds sold and other short-term investments
   
1,464
     
1,240
     
1,142
 
Total interest and dividend income
   
156,941
     
151,047
     
154,963
 
                         
Interest expense:
                       
Interest on deposits
   
14,091
     
13,800
     
18,500
 
Interest on short-term borrowings
   
1,397
     
1,483
     
1,475
 
Total interest expense
   
15,488
     
15,283
     
19,975
 
                         
Net interest income
   
141,453
     
135,764
     
134,988
 
Provision for loan losses
   
5,100
     
7,000
     
12,000
 
Net interest income after provision for loan losses
   
136,353
     
128,764
     
122,988
 
                         
Noninterest income:
                       
Trustco Financial Services income
   
5,837
     
5,301
     
5,761
 
Fees for services to customers
   
10,844
     
11,675
     
12,290
 
Net gain on securities transactions
   
717
     
1,622
     
2,161
 
Other
   
2,508
     
1,172
     
752
 
Total noninterest income
   
19,906
     
19,770
     
20,964
 
                         
Noninterest expense:
                       
Salaries and employee benefits
   
32,879
     
32,424
     
31,276
 
Net occupancy expense
   
16,251
     
16,100
     
15,257
 
Equipment expense
   
7,219
     
6,381
     
6,073
 
Professional services
   
5,807
     
5,649
     
6,040
 
Outsourced services
   
5,350
     
5,125
     
5,122
 
Advertising expense
   
2,487
     
2,827
     
3,841
 
FDIC and other insurance expense
   
3,907
     
3,975
     
3,823
 
Other real estate expense, net
   
1,009
     
3,598
     
3,216
 
Other
   
9,761
     
8,926
     
9,329
 
Total noninterest expense
   
84,670
     
85,005
     
83,977
 
                         
Income before income taxes
   
71,589
     
63,529
     
59,975
 
Income taxes
   
27,396
     
23,717
     
22,441
 
Net income
 
$
44,193
     
39,812
     
37,534
 
                         
Earnings per share:
                       
Basic
 
$
0.467
     
0.422
     
0.400
 
Diluted
   
0.466
     
0.422
     
0.400
 

See accompanying notes to consolidated financial statements.
 

40

 
Consolidated Statements of Comprehensive Income

(dollars in thousands, except per share data)

   
Years Ended December 31,
 
   
2014
   
2013
   
2012
 
             
Net income
 
$
44,193
     
39,812
     
37,534
 
                         
Net unrealized holding gain (loss) on securities available for sale
   
24,630
     
(34,691
)
   
10,100
 
Reclassification adjustments for net gain recognized in income
   
(717
)
   
(1,622
)
   
(2,161
)
Tax effect
   
(9,528
)
   
14,480
     
(3,166
)
Net unrealized gain (loss) on securities available for sale, net of tax
   
14,385
     
(21,833
)
   
4,773
 
                         
Change in overfunded position in pension and postretirement plans arising during the year
   
(8,367
)
   
10,559
     
(1,244
)
Tax effect
   
3,336
     
(4,210
)
   
496
 
                         
Change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
(5,031
)
   
6,349
     
(748
)
                         
Amortization of net actuarial (gain) loss
   
(297
)
   
467
     
306
 
Amortization of prior service cost (credit)
   
199
     
(262
)
   
(262
)
Tax effect
   
38
     
(82
)
   
(18
)
Amortization of net actuarial (gain) loss and prior service cost (credit) on pension and postretirement plans, net of tax
   
(60
)
   
123
     
26
 
                         
Other comprehensive income (loss), net of tax
   
9,294
     
(15,361
)
   
4,051
 
Comprehensive income
 
$
53,487
     
24,451
     
41,585
 

See accompanying notes to consolidated financial statements.
 

41

 
Consolidated Statements of Condition

(dollars in thousands, except per share data)
 
As of December 31,
 
   
2014
   
2013
 
         
ASSETS
       
         
Cash and due from banks
 
$
43,505
     
46,453
 
Federal funds sold and other short term investments
   
627,943
     
536,591
 
Total cash and cash equivalents
   
671,448
     
583,044
 
Securities available for sale
   
676,759
     
863,754
 
Held to maturity securities ($75,342 and $90,305 fair value at December 31, 2014 and 2013, respectively)
   
70,946
     
86,215
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
9,228
     
10,500
 
Loans, net of deferred fees and costs
   
3,158,332
     
2,908,809
 
Less: Allowance for loan losses
   
46,327
     
47,714
 
Net loans
   
3,112,005
     
2,861,095
 
Bank premises and equipment, net
   
38,565
     
34,414
 
Other assets
   
65,488
     
82,430
 
                 
Total assets
 
$
4,644,439
     
4,521,452
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Deposits:
               
Demand
 
$
331,425
     
318,456
 
Savings accounts
   
1,216,831
     
1,218,038
 
Interest-bearing checking
   
682,210
     
611,127
 
Money market deposit accounts
   
638,542
     
648,402
 
Certificates of deposit (in denominations of $100,000 or more)
   
466,260
     
419,301
 
Other time accounts
   
696,973
     
711,747
 
Total deposits
   
4,032,241
     
3,927,071
 
Short-term borrowings
   
189,116
     
204,162
 
Accrued expenses and other liabilities
   
29,638
     
28,406
 
Total liabilities
   
4,250,995
     
4,159,639
 
                 
Commitments and contingent liabilities
               
                 
SHAREHOLDERS' EQUITY:
               
                 
Capital stock: $1 par value; 150,000,000 shares authorized, 98,944,623 and 98,927,123 shares issued at December 31, 2014 and 2013, respectively
   
98,945
     
98,927
 
Surplus
   
172,353
     
173,144
 
Undivided profits
   
166,745
     
147,432
 
Accumulated other comprehensive loss, net of tax
   
(4,509
)
   
(13,803
)
Treasury stock: 4,087,295 and 4,463,786 shares, at cost, at December 31, 2014and 2013, respectively
   
(40,090
)
   
(43,887
)
Total shareholders' equity
   
393,444
     
361,813
 
Total liabilities and shareholders' equity
 
$
4,644,439
     
4,521,452
 

See accompanying notes to consolidated financial statements.
 

42

 
Consolidated Statements of Changes in Shareholders' Equity

(dollars in thousands, except per share data)

               
Accumulated
         
               
Other
         
               
Comprehensive
         
   
Capital
       
Undivided
   
(Loss)
   
Treasury
     
   
Stock
   
Surplus
   
Profits
   
Income
   
Stock
   
Total
 
                         
Beginning balance, January 1, 2012
   
98,912
     
176,638
     
119,465
     
(2,493
)
   
(54,006
)
   
338,516
 
Net Income - 2012
   
-
     
-
     
37,534
     
-
     
-
     
37,534
 
Change in other comprehensive loss, net of tax
   
-
     
-
     
-
     
4,051
     
-
     
4,051
 
Cash dividend declared, $.2625 per share
   
-
     
-
     
(24,621
)
   
-
     
-
     
(24,621
)
Sale of treasury stock (514,097 shares)
   
-
     
(2,144
)
   
-
     
-
     
5,057
     
2,913
 
Stock based compensation expense
   
-
     
405
     
-
     
-
     
-
     
405
 
Ending balance, December 31, 2012
 
$
98,912
     
174,899
     
132,378
     
1,558
     
(48,949
)
   
358,798
 
                                                 
Net Income - 2013
   
-
     
-
     
39,812
     
-
     
-
     
39,812
 
Change in other comprehensive income, net of tax
   
-
     
-
     
-
     
(15,361
)
   
-
     
(15,361
)
Stock options and related tax benefits
   
15
     
61
     
-
     
-
     
(40
)
   
36
 
Cash dividend declared, $.2625 per share
   
-
     
-
     
(24,758
)
   
-
     
-
     
(24,758
)
Sale of treasury stock (518,726 shares)
   
-
     
(2,194
)
   
-
     
-
     
5,102
     
2,908
 
Stock based compensation expense
   
-
     
378
     
-
     
-
     
-
     
378
 
Ending balance, December 31, 2013
 
$
98,927
     
173,144
     
147,432
     
(13,803
)
   
(43,887
)
   
361,813
 
                                                 
Net Income - 2014
   
-
     
-
     
44,193
     
-
     
-
     
44,193
 
Change in other comprehensive loss, net of tax
   
-
     
-
     
-
     
9,294
     
-
     
9,294
 
Stock options and related tax benefits
   
18
     
113
     
-
     
-
     
-
     
131
 
Cash dividend declared, $.2625 per share
   
-
     
-
     
(24,880
)
   
-
     
-
     
(24,880
)
Purchase of treasury stock (38,390 shares)
   
-
     
-
     
-
     
-
     
(282
)
   
(282
)
Sale of treasury stock (414,881 shares)
   
-
     
(1,229
)
   
-
     
-
     
4,079
     
2,850
 
Stock based compensation expense
   
-
     
325
     
-
     
-
     
-
     
325
 
Ending balance, December 31, 2014
 
$
98,945
     
172,353
     
166,745
     
(4,509
)
   
(40,090
)
   
393,444
 

See accompanying notes to consolidated financial statements.
 

43

 
Consolidated Statements of Cash Flows
 
(dollars in thousands)

   
Years Ended December 31,
 
   
2014
   
2013
   
2012
 
             
             
Cash flows from operating activities:
           
Net income
 
$
44,193
     
39,812
     
37,534
 
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Depreciation and amortization
   
4,776
     
5,017
     
5,032
 
Net (gain) loss on sale of other real estate owned
   
(2,599
)
   
(509
)
   
364
 
Writedown of other real estate owned
   
1,967
     
2,166
     
1,059
 
Net gain on sale of building held for sale
   
(1,556
)
   
-
     
-
 
Provision for loan losses
   
5,100
     
7,000
     
12,000
 
Deferred tax (benefit) expense
   
2,964
     
(1,426
)
   
1,440
 
Stock based compensation expense
   
325
     
378
     
405
 
Net gain on sale of bank premises and equipment
   
(1
)
   
(16
)
   
(3
)
Net gain on securities transactions
   
(717
)
   
(1,622
)
   
(2,161
)
Decrease (increase) in taxes receivable
   
723
     
(38
)
   
1,390
 
Decrease in interest receivable
   
398
     
554
     
2,200
 
Increase (decrease) in interest payable
   
80
     
19
     
(313
)
Decrease (increase) in other assets
   
(7,239
)
   
7,047
     
(2,780
)
Increase in accrued expenses and other liabilities.…
   
1,123
     
4,577
     
2,462
 
Total adjustments
   
5,344
     
23,147
     
21,095
 
Net cash provided by operating activities
   
49,537
     
62,959
     
58,629
 
Cash flows from investing activities:
                       
Proceeds from sales and calls of securities available for sale
   
321,074
     
417,204
     
1,204,250
 
Purchases of securities available for sale
   
(120,655
)
   
(416,617
)
   
(1,199,986
)
Proceeds from maturities of securities available for sale
   
11,206
     
13,060
     
2,462
 
Proceeds from calls and maturities of held to maturity securities
   
15,269
     
57,211
     
83,165
 
Purchases of held to maturity securities
   
-
     
-
     
(10,303
)
Purchases of Federal Reserve Bank and Federal Home Loan Bank stock
   
(451
)
   
(868
)
   
(628
)
Proceeds from redemptions of Federal Reserve Bank and Federal Home Loan Bank stock
   
1,723
     
-
     
-
 
Net increase in loans
   
(266,630
)
   
(243,937
)
   
(190,843
)
Net proceeds from sale of building held for sale
   
4,745
     
-
     
-
 
Proceeds from dispositions of other real estate owned
   
12,972
     
10,967
     
9,760
 
Proceeds from dispositions of bank premises and equipment
   
139
     
16
     
3
 
Purchases of bank premises and equipment
   
(8,497
)
   
(6,381
)
   
(4,265
)
Net cash used in investing activities
   
(29,105
)
   
(169,345
)
   
(106,385
)
Cash flows from financing activities:
                       
Net increase in deposits
   
105,170
     
122,878
     
68,220
 
Net increase in short-term borrowings
   
(15,046
)
   
44,316
     
12,283
 
Proceeds from exercise of stock options and related tax benefits
   
131
     
36
     
-
 
Proceeds from sales of treasury stock
   
2,850
     
2,908
     
2,913
 
Purchases of treasury stock
   
(282
)
   
-
     
-
 
Dividends paid
   
(24,851
)
   
(24,724
)
   
(24,587
)
Net cash provided by financing activities
   
67,972
     
145,414
     
58,829
 
Net increase in cash and cash equivalents
   
88,404
     
39,028
     
11,073
 
Cash and cash equivalents at beginning of period
   
583,044
     
544,016
     
532,943
 
Cash and cash equivalents at end of period
 
$
671,448
   
$
583,044
     
544,016
 
 
44

 
Supplemental Disclosure of Cash Flow Information:

Cash paid during the year for:
           
Interest paid
 
$
15,408
   
$
15,264
     
20,288
 
Income taxes paid
   
26,727
     
23,821
     
21,052
 
Non cash investing and financing activites:
                       
Transfer of loans to real estate owned
   
10,620
     
12,648
     
14,623
 
Transfer of other real estate owned to fixed assets
   
568
     
-
     
-
 
Transfer of building to other assets
   
-
     
3,189
     
-
 
Increase in dividends payable
   
29
     
34
     
34
 
Change in unrealized gain (loss) on securities available for sale - gross of deferred taxes
   
23,913
     
(36,313
)
   
7,939
 
Change in deferred tax effect on unrealized gain (loss) on securities available for sale, net of reclassification adjustment
   
(9,528
)
   
14,480
     
(3,166
)
Amortization of net actuarial loss and prior service credit on pension and post retirement plans, gross of deferred taxes
   
(98
)
   
205
     
44
 
Change in deferred tax effect of amortization of net actuarial loss and prior service credit on pension and post retirement plans
   
38
     
(82
)
   
(18
)
Change in overfunded portion of pension and post retirement benefit plans (ASC 715) - gross of deferred taxes
   
(8,367
)
   
10,559
     
(1,244
)
Deferred tax effect of change in overfunded portion of pension and post retirement benefit plans (ASC 715)
   
3,336
     
(4,210
)
   
496
 

See accompanying notes to consolidated financial statements.
 
45

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

The accounting and financial reporting policies of TrustCo Bank Corp NY (the Company or TrustCo), ORE Subsidiary Corp., Trustco Bank (referred to as Trustco Bank or the Bank), and its wholly owned subsidiaries, Trustco Realty Corporation, Trustco Insurance Agency, Inc., ORE Property, Inc. and its subsidiaries ORE Property One, Inc. and ORE Property Two, Inc. conform to general practices within the banking industry and are in conformity with U.S. generally accepted accounting principles. A description of the more significant policies follows.

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Consolidation

The consolidated financial statements of the Company include the accounts of the subsidiaries after elimination of all significant intercompany accounts and transactions.

Use of Estimates

To prepare financial statements in conformity with U.S. generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.

Securities Available for Sale and Held to Maturity

Securities available for sale are carried at fair value with any unrealized appreciation or depreciation of value, net of tax, included as an element of accumulated other comprehensive income or loss in shareholders’ equity. Management maintains an available for sale portfolio in order to provide maximum flexibility in balance sheet management. The designation of available for sale is made at the time of purchase based upon management’s intent to hold the securities for an indefinite period of time. These securities, however, are available for sale in response to changes in market interest rates, related changes in liquidity needs, or changes in the availability of and yield on alternative investments. Unrealized losses on securities that reflect a decline in value which is other than temporary, if any, are charged to earnings and/or accumulated other comprehensive income.

Debt securities that management has the positive intent and ability to hold until maturity are classified as held to maturity and are carried at their remaining unpaid principal balance, net of unamortized premiums or unaccreted discounts.

The cost of debt securities is adjusted for amortization of premium and accretion of discount using the interest method. Premiums and discounts on securities are amortized on the interest method over the estimated remaining term of the underlying security without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated.

Gains and losses on the sale of securities available for sale are based on the amortized cost of the specific security sold at trade date.

Other Than Temporary Impairment (“OTTI”)

A decline in the fair value of any available for sale or held to maturity security below cost that is deemed to be other than temporary is charged to earnings and/or accumulated other comprehensive income, resulting in the establishment of a new cost basis of the security. Management evaluates these types of securities for OTTI at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Additional discussion of OTTI is included in Note 3 of the consolidated financial statements.
 

46



Federal Reserve Bank (FRB) and Federal Home Loan Bank (FHLB) stock

The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. The Bank is also a member of its regional Federal Reserve Bank. FRB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Any dividends received are reported as income.

Loans

Loans are carried at the principal amount outstanding net of unearned income and unamortized loan fees and costs, which are recognized as adjustments to interest income over the applicable loan term. Interest income on loans is accrued based on the principal amount outstanding.

Nonperforming loans include non-accrual loans, restructured loans, and loans which are three payments or more past due and still accruing interest. Generally, loans are placed in non-accrual status either due to the delinquent status of principal and/or interest payments, or a judgment by management that, although payments of principal and/or interest are current, such action is prudent based upon specific facts and circumstances surrounding the borrower. Typically, a loan is moved to non-accrual status after 90 days of non-payment in accordance with the Company’s policy. Past due status is based on the contractual terms of the loan. All interest accrued but not received for loans placed on non-accrual status is reversed against interest income. Future payments received on nonperforming loans are recorded as interest income or principal reductions based upon management’s ultimate expectation for collection. Loans may be removed from non-accrual status when they become current as to principal and interest and have demonstrated a sustained ability to make loan payments in accordance with the contractual terms of the loan. Loans may also be removed from non-accrual status when, in the opinion of management, the loan is expected to be fully collectable as to principal and interest. When, in the opinion of management, the collection of principal appears unlikely, the loan balance is evaluated in light of its sources of repayment, and a charge-off is recorded when appropriate.

Loan origination fees, net of certain direct origination costs, are deferred and recognized using the level yield method without anticipating prepayments.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level considered adequate by management to provide for probable incurred loan losses. The allowance is increased by provisions charged against income, while loan losses are charged against the allowance when management deems a loan balance to be uncollectible. Subsequent recoveries, if any, are credited to the allowance.

The Company performs an analysis of the adequacy of the allowance on at least a quarterly basis. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations, current economic conditions, past due and charge-off trends and other factors. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to change the allowance based on their judgments of information available to them at the time of their examination. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off. The allowance methodology consists of specific and general components. The specific component relates to loans that are individually classified as impaired.

A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Additionally, loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (TDR’s) and classified as impaired.

Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.
 

47



TDR’s are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a TDR is considered to be a collateral dependent loan, the loan is reported at the fair value of the collateral with any charge-off recognized at that time. For TDR’s that subsequently default, the Company determines the amount of additional charge-off, if any, in accordance with the accounting policy for the allowance for loan losses with respect to impaired loans described previously.

Commercial and commercial real estate loans in non-accrual status are defined as impaired loans and are individually evaluated for impairment. In addition, residential restructured loans that meet the definition of a TDR are defined as impaired. If a loan is impaired, a charge-off is taken so that the loan is reported at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral, if repayment is expected solely from the collateral. Residential real estate loans and consumer loans are collectively evaluated for impairment.

The general component of the allowance covers non-impaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by geography for each portfolio segment and is based on the actual net loss history experienced by the Company. This actual loss experience is supplemented with other qualitative factors based on the risks present in each geography and portfolio segment. These factors include consideration of the following: changes in national, regional and local economic trends and conditions; effects of any changes in interest rates; changes in the volume and severity of net charge-offs, delinquencies, and nonperforming loans; changes in the experience, ability, and depth of lending management and other relevant staff; effects of any changes in credit concentrations; effects of any changes in underwriting standards, lending policies, procedures, and practices; and changes in the nature, volume and terms of loans.

The Company’s allowance methodology also includes additional allocation percentages for residential and installment loans in non-accrual status and residential and installment loans three payments past due and still accruing interest, commercial loans classified by the Company’s internal loan review grading process, and residential loans with loan-to-value ratios in excess of 90% at the time of origination. The reserve percentages are determined based upon a review of recent charge-offs and take into consideration the type of loan, the fixed or variable nature of the loan, and the type and geography of the underlying collateral, if any.

The following portfolio segments have been identified: commercial loans, 1-to-4 family residential real estate loans, and installment loans:

Commercial:

Commercial real estate loans and other commercial loans are made based primarily on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Commercial real estate collateral is generally located within the Bank’s geographic territories; while collateral for non-real estate secured commercial loans is typically accounts receivable, inventory, and/or equipment. Repayment is primarily dependent upon the borrower’s ability to service the debt based upon cash flows generated from the underlying business. Additional support involves liquidation of the pledged collateral and enforcement of a personal guarantee, if a guarantee is obtained.

Residential real estate:

Residential real estate loans, including first mortgages, home equity loans and home equity lines of credit, are collateralized by first or second liens on one-to-four family residences generally located within the Bank’s market areas. Proof of ownership title, clear mortgage title, and hazard insurance coverage are normally required.

Installment:

The Company’s installment loans are primarily made up of installment loans, personal lines of credit, as well as secured and unsecured credit cards. The installment loans represent a relatively small portion of the loan portfolio and are primarily used for personal expenses and are secured by automobiles, equipment and other forms of collateral, while personal lines of credit are unsecured as are most credit card loans.

Bank Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on either the straight-line or accelerated methods over the remaining useful lives of the assets; generally 20 to 40 years for buildings, 3 to 7 years for furniture and equipment, and the shorter of the estimated life of the asset or the lease term for leasehold improvements.

 
48

 
Other Real Estate Owned

Assets that are acquired through or instead of foreclosure are initially recorded at fair value less costs to sell.  These assets are subsequently accounted for at the lower of cost or fair value less costs to sell.  Subsequent write downs and gains and losses on sale are included in noninterest expense. Operating costs after acquisition are also included in noninterest expense.   At December 31, 2014 and 2013 there were $6.4 million and $8.7 million of other real estate owned included in the category of Other Assets in the accompanying Consolidated Statements of Condition.

Income Taxes

Deferred taxes are recorded for the future tax consequences of events that have been recognized in the financial statements or tax returns based upon enacted tax laws and rates. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not.

Dividend Restrictions

The Company’s ability to pay dividends to its shareholders is dependent upon the ability of the Bank to pay dividends to the Company. The payment of dividends by the Bank to the Company is subject to continued compliance with minimum regulatory capital requirements and the filing of notices or applications with the Bank’s and the Company’s regulators. The Bank’s primary regulator may disapprove a dividend if: the Bank would be undercapitalized following the distribution; the proposed capital distribution raises safety and soundness concerns; or the capital distribution would violate a prohibition contained in any statue, regulation or agreement between the Bank and a regulator or a condition imposed in a previously approved application or notice. Currently the Bank meets the regulatory definition of a well capitalized institution. During 2015, the Bank could declare dividends of approximately $37.4 million plus any 2015 net profits retained to the date of the dividend declaration.

Benefit Plans

The Company has a defined benefit pension plan covering substantially all of its employees. The benefits are based on years of service and the employee’s compensation. This plan was frozen as of December 31, 2006.

The Company has a postretirement benefit plan that permits retirees under age 65 to participate in the Company’s medical plan by which retirees pay all of their premiums. At age 65, the Company provides access to a Medicare Supplemental program for retirees.

Under certain employment contracts with selected executive officers, the Company is obligated to provide postretirement benefits to these individuals once they attain certain vesting requirements.

The Company recognized in the Consolidated Statement of Condition the funded status of the pension plan and postretirement benefit plan with an offset, net of tax, recorded in accumulated other comprehensive income.

Stock Based Compensation Plans

The Company has stock based compensation plans for employees and directors. Compensation cost is recognized for stock options and restricted stock awards issued to employees and directors based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options while, for restricted stock awards, the fair value of the Company’s common stock at the date of grant is used.

Compensation cost for stock options and restricted stock awards to be settled in stock are recognized over the required service period generally defined as the vesting period. The expense is recognized over the shorter of each award’s vesting period or the retirement date for any awards that vest immediately upon eligible retirement.

Awards to be settled in cash based on the fair value of the Company’s stock at vesting are treated as liability based awards.

Compensation costs for liability based awards are re-measured at each reporting date and recognized over the vesting period. For awards with performance based conditions, compensation cost is recognized over the performance period based on the Company’s expectation of meeting the specific performance criteria.
 

49

 
Earnings Per Share

Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. All outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends are considered participating securities for this calculation. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock options

Reclassification of Prior Year Statements

It is the Company’s policy to reclassify prior year consolidated financial statements to conform to the current year presentation.

Segment Reporting

The Company’s operations are exclusively in the financial services industry and include the provision of traditional banking services. Management evaluates the performance of the Company based on only one business segment, that of community banking. The Company operates primarily in the geographical region of Upstate New York with branches also in Florida and the mid-Hudson valley region of New York. In the opinion of management, the Company does not have any other reportable segments as defined by “Accounting Standards Codification” (ASC) Topic 280, “Disclosure about Segments of an Enterprise and Related Information”.

Cash and Cash Equivalents

The Company classifies cash on hand, cash due from banks, Federal Funds sold, and other short-term investments as cash and cash equivalents for disclosure purposes.

Trust Assets

Assets under management with the Trustco Financial Services Department are not included in the Company’s consolidated financial statements because Trustco Financial Services holds these assets in a fiduciary capacity.

Comprehensive Income

Comprehensive income represents the sum of net income and items of other comprehensive income or loss, which are reported directly in shareholders’ equity, net of tax, such as the change in net unrealized gain or loss on securities available for sale and changes in the funded position of the pension and postretirement benefit plans. Accumulated other comprehensive income or loss, which is a component of shareholders’ equity, represents the net unrealized gain or loss on securities available for sale, net of tax and the funded position in the Company’s pension plan and postretirement benefit plans, net of tax.

Fair Value of Financial Instruments

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 13. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.

(2) Balances at Other Banks

The Company is required to maintain certain reserves of vault cash and/or deposits with the Federal Reserve Bank. The amount of this reserve requirement, included in cash and due from banks and federal funds sold and other short term investments, was approximately $91.2 million and $83.6 million at December 31, 2014 and 2013, respectively.
 

50

 
(3) Investment Securities

(a) Securities available for sale

The amortized cost and fair value of the securities available for sale are as follows:

(dollars in thousands)
 
December 31, 2014
 
       
Gross
   
Gross
     
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
   
Cost
   
Gains
   
Losses
   
Value
 
                 
U.S. government sponsored enterprises
 
$
78,420
     
2
     
622
     
77,800
 
State and political subdivisions
   
2,232
     
39
     
-
     
2,271
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
486,107
     
1,108
     
3,655
     
483,560
 
Corporate bonds
   
1,500
     
-
     
-
     
1,500
 
Small Business Administration- guaranteed participation securities
   
103,273
     
-
     
2,777
     
100,496
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,696
     
-
     
249
     
10,447
 
Other
   
650
     
-
     
-
     
650
 
Total debt securities
   
682,878
     
1,149
     
7,303
     
676,724
 
Equity securities
   
35
     
-
     
-
     
35
 
Total securities available for sale
 
$
682,913
     
1,149
     
7,303
     
676,759
 

(dollars in thousands)
 
December 31, 2013
 
       
Gross
   
Gross
     
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
   
Cost
   
Gains
   
Losses
   
Value
 
                 
U.S. government sponsored enterprises
 
$
200,531
     
22
     
1,724
     
198,829
 
State and political subdivisions
   
7,623
     
135
     
-
     
7,758
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
552,230
     
267
     
20,048
     
532,449
 
Corporate bonds
   
10,429
     
43
     
1
     
10,471
 
Small Business Administration- guaranteed participation securities
   
111,383
     
-
     
8,354
     
103,029
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,965
     
-
     
407
     
10,558
 
Other
   
650
     
-
     
-
     
650
 
Total debt securities
   
893,811
     
467
     
30,534
     
863,744
 
Equity securities
   
10
     
-
     
-
     
10
 
Total securities available for sale
 
$
893,821
     
467
     
30,534
     
863,754
 
 
51



The following table distributes the debt securities included in the available for sale portfolio as of December 31, 2014, based on the securities’ final maturity (mortgage-backed securities and collateralized mortgage obligations are stated using an estimated average life):

(dollars in thousands)
 
Amortized
   
Fair
 
   
Cost
   
Value
 
Due in one year or less
 
$
4,159
     
4,163
 
Due in one year through five years
   
415,064
     
413,058
 
Due after five years through ten years
   
263,343
     
259,189
 
Due after ten years
   
312
     
314
 
   
$
682,878
     
676,724
 

Actual maturities may differ from the above because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty.

Gross unrealized losses on securities available for sale and the related fair values aggregated by the length of time that individual securities have been in an unrealized loss position, were as follows:

(dollars in thousands)
 
December 31, 2014
 
   
Less than
   
12 months
         
   
12 months
   
or more
   
Total
 
       
Gross
       
Gross
       
Gross
 
   
Fair
   
Unreal.
   
Fair
   
Unreal.
   
Fair
   
Unreal.
 
   
Value
   
Loss
   
Value
   
Loss
   
Value
   
Loss
 
                         
U.S. government sponsored enterprises
 
$
12,840
     
81
     
54,959
     
541
     
67,799
     
622
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
65,549
     
492
     
325,476
     
3,163
     
391,025
     
3,655
 
Small Business Administration-guaranteed participation securities
   
-
     
-
     
100,496
     
2,777
     
100,496
     
2,777
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
-
     
-
     
10,447
     
249
     
10,447
     
249
 
                                                 
Total
 
$
78,389
     
573
     
491,378
     
6,730
     
569,767
     
7,303
 

(dollars in thousands)
 
December 31, 2013
 
   
Less than
   
12 months
         
   
12 months
   
or more
   
Total
 
       
Gross
       
Gross
       
Gross
 
   
Fair
   
Unreal.
   
Fair
   
Unreal.
   
Fair
   
Unreal.
 
   
Value
   
Loss
   
Value
   
Loss
   
Value
   
Loss
 
U.S. government sponsored enterprises
 
$
198,023
     
1,724
     
-
     
-
     
198,023
     
1,724
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
466,056
     
17,698
     
54,835
     
2,350
     
520,891
     
20,048
 
Corporate bonds
   
902
     
1
     
-
     
-
     
902
     
1
 
Small Business Administration-guaranteed participation securities
   
103,029
     
8,354
     
-
     
-
     
103,029
     
8,354
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,558
     
407
     
-
     
-
     
10,558
     
407
 
                                                 
Total
 
$
778,568
     
28,184
     
54,835
     
2,350
     
833,403
     
30,534
 

 
52

 
The proceeds from sales and calls of securities available for sale, gross realized gains and gross realized losses from sales and calls during 2014, 2013 and 2012 are as follows:

(dollars in thousands)
 
Year ended December 31,
 
   
2014
   
2013
   
2012
 
             
Proceeds from sales
 
$
69,147
     
160,820
     
154,944
 
Proceeds from calls
   
251,927
     
256,384
     
1,049,442
 
Gross realized gains
   
720
     
1,702
     
2,584
 
Gross realized losses
   
3
     
80
     
423
 

Tax expense recognized on net gains on sales of securities available for sale were approximately $287 thousand, $649 thousand, and $864 thousand for the years ended December 31, 2014, 2013, 2012 respectively.

The amount of securities that have been pledged to secure short-term borrowings and for other purposes amounted to $298.5 million and $316.7 million at December 31, 2014 and 2013, respectively.

(b) Held to maturity securities

The amortized cost and fair value of the held to maturity securities are as follows:

(dollars in thousands)
 
December 31, 2014
 
       
Gross
   
Gross
     
   
Amortized
   
Unrecognized
   
Unrecognized
   
Fair
 
   
Cost
   
Gains
   
Losses
   
Value
 
Mortgage backed securities and collateralized mortgage obligations - residential
 
$
60,986
     
3,334
     
-
     
64,320
 
Corporate bonds
   
9,960
     
1,062
     
-
     
11,022
 
Total held to maturity
 
$
70,946
     
4,396
     
-
     
75,342
 

(dollars in thousands)
 
December 31, 2013
 
       
Gross
   
Gross
     
   
Amortized
   
Unrecognized
   
Unrecognized
   
Fair
 
   
Cost
   
Gains
   
Losses
   
Value
 
Mortgage backed securities and collateralized mortgage obligations - residential
 
$
76,270
     
2,744
     
138
     
78,876
 
Corporate bonds
   
9,945
     
1,484
     
-
     
11,429
 
Total held to maturity
 
$
86,215
     
4,228
     
138
     
90,305
 

 
53

 
The following table distributes the debt securities included in the held to maturity portfolio as of December 31, 2014, based on the securities’ final maturity (mortgage-backed securities and collateralized mortgage obligations are stated using an estimated average life):

(dollars in thousands)
 
Amortized
   
Fair
 
   
Cost
   
Value
 
Due in one year or less
 
$
-
     
-
 
Due in one year through five years
   
69,598
     
73,895
 
Due in five years through ten years
   
1,348
     
1,447
 
   
$
70,946
     
75,342
 

Actual maturities may differ from the above because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty.

There were no held to maturity securities with gross unrecognized losses as December 31, 2014.  Gross unrecognized losses on held to maturity securities and the related fair values aggregated by the length of time that individual securities have been in an unrecognized loss position at December 31, 2013, were as follows:

(dollars in thousands)
 
December 31, 2013
 
   
Less than
   
12 months
         
   
12 months
   
or more
   
Total
 
       
Gross
       
Gross
       
Gross
 
   
Fair
   
Unrec.
   
Fair
   
Unrec.
   
Fair
   
Unrec.
 
   
Value
   
Loss
   
Value
   
Loss
   
Value
   
Loss
 
Mortgage backed securities and collateralized mortgage obligations - residential
 
$
27,091
     
138
     
-
     
-
     
27,091
     
138
 
Total
 
$
27,091
     
138
     
-
     
-
     
27,091
     
138
 

There were no sales or transfers of held to maturity securities during 2014 and 2013.

(c) Concentrations

The Company has the following balances of securities held in the available for sale and held to maturity portfolios as of December 31, 2014 that represent greater than 10% of shareholders’ equity:

(dollars in thousands)
 
Amortized
   
Fair
 
   
Cost
   
Value
 
Federal Home Loan Mortgage Corporation
 
$
141,819
     
141,307
 
Federal National Mortgage Association
   
376,197
     
374,518
 
Government National Mortgage Association
   
81,272
     
83,617
 
Small Business Administration
   
103,273
     
100,496
 

(d) Other-Than-Temporary-Impairment

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio by type and applying the appropriate OTTI model. Investment securities classified as available for sale or held-to-maturity are generally evaluated for OTTI under ASC 320 “Investments – Debt and Equity Securities.”

In determining OTTI under the FASB ASC 320 model, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Company has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.
 

54



When OTTI occurs, the amount of the OTTI recognized in earnings depends on whether management intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis. If management intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If management does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis, the OTTI on debt securities shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.

As of December 31, 2014, the Company’s security portfolio included certain securities which were in an unrealized loss position, and are discussed below.

U.S. government sponsored enterprises

In the case of unrealized losses on U.S. government sponsored enterprises, because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2014.

Mortgage backed securities and collateralized mortgage obligations - residential

At December 31, 2014, all of the mortgage backed securities and collateralized mortgage obligations held by the Company were issued by U.S. government sponsored entities and agencies, primarily Ginnie Mae, Fannie Mae and Freddie Mac, institutions which the government has affirmed its commitment to support. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2014.

Small Business Administration (SBA) - guaranteed participation securities

At December 31, 2014, all of the SBA securities held by the Company were issued and guaranteed by U.S. Small Business Administration. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2014.

Mortgage backed securities and collateralized mortgage obligations - commercial

As of December 31, 2014, all of the mortgage backed securities and collateralized mortgage obligations held by the Company were issued by U.S. government sponsored entities and agencies, are current as to the payment of interest and principal and the Company expects to collect the full amount of the principal and interest payments. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2014.

As a result of the above analysis, for the year ended December 31, 2014, the Company did not recognize any other-than-temporary impairment losses for credit or any other reason.

 
55

 
(4) Loans and Allowance for Loan Losses

The following tables present the recorded investment in loans by loan class:
 
   
December 31, 2014
 
(dollars in thousands)
 
New York and
         
   
other states*
   
Florida
   
Total
 
Commercial:
           
Commercial real estate
 
$
174,788
     
19,336
     
194,124
 
Other
   
29,200
     
58
     
29,258
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
2,041,140
     
476,427
     
2,517,567
 
Home equity loans
   
51,713
     
5,942
     
57,655
 
Home equity lines of credit
   
308,764
     
43,370
     
352,134
 
Installment
   
6,774
     
820
     
7,594
 
Total loans, net
 
$
2,612,379
     
545,953
     
3,158,332
 
Less: Allowance for loan losses
                   
46,327
 
Net loans
                 
$
3,112,005
 

   
December 31, 2013
 
(dollars in thousands)
 
New York and
         
   
other states*
   
Florida
   
Total
 
Commercial:
           
Commercial real estate
 
$
169,722
     
21,404
     
191,126
 
Other
   
32,323
     
32
     
32,355
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
1,909,447
     
378,361
     
2,287,808
 
Home equity loans
   
47,494
     
3,642
     
51,136
 
Home equity lines of credit
   
304,044
     
36,445
     
340,489
 
Installment
   
5,292
     
603
     
5,895
 
Total loans, net
 
$
2,468,322
     
440,487
     
2,908,809
 
Less: Allowance for loan losses
                   
47,714
 
Net loans
                 
$
2,861,095
 

* Includes New York, New Jersey, Vermont, and Massachusetts.

At December 31, 2014 and 2013, the Company had approximately $38.5 million and $35.4 million of real estate construction loans. Of the $38.5 million in real estate construction loans at December 31, 2014, approximately $17.6 million are secured by first mortgages to residential borrowers while approximately $20.9 million were to commercial borrowers for residential construction projects. Of the $35.4 million in real estate construction loans at December 31, 2013, approximately $13.9 million were secured by first mortgages to residential borrowers with the remaining $21.5 million were to commercial borrowers for residential construction projects. The vast majority of construction loans are in the Company’s New York market.

At December 31, 2014 and 2013, loans to executive officers, directors, and to associates of such persons aggregated $9.4 million and $9.7 million, respectively. During 2014, approximately $3.9 million of new loans were made and repayments of loans totaled approximately $4.2 million. All loans are current according to their terms.

TrustCo lends in the geographic territory of its branch locations in New York, Florida, Massachusetts, New Jersey and Vermont. Although the loan portfolio is diversified, a portion of its debtors’ ability to repay depends significantly on the economic conditions prevailing in the respective geographic territory.
 
56

 
The following tables present the recorded investment in non-accrual loans by loan class:

   
December 31, 2014
 
(dollars in thousands)
 
New York and
         
   
other states
   
Florida
   
Total
 
Loans in non-accrual status:
           
Commercial:
           
Commercial real estate
 
$
3,835
     
-
     
3,835
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
23,643
     
2,488
     
26,131
 
Home equity loans
   
349
     
-
     
349
 
Home equity lines of credit
   
3,229
     
252
     
3,481
 
Installment
   
77
     
13
     
90
 
Total non-accrual loans
   
31,133
     
2,753
     
33,886
 
Restructured real estate mortgages - 1 to 4 family
   
125
     
-
     
125
 
Total nonperforming loans
 
$
31,258
     
2,753
     
34,011
 

   
December 31, 2013
 
(dollars in thousands)
 
New York and
         
   
other states
   
Florida
   
Total
 
Loans in non-accrual status:
           
Commercial:
           
Commercial real estate
 
$
6,620
     
-
     
6,620
 
Other
   
332
     
-
     
332
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
26,713
     
4,781
     
31,494
 
Home equity loans
   
691
     
-
     
691
 
Home equity lines of credit
   
3,641
     
356
     
3,997
 
Installment
   
93
     
-
     
93
 
Total non-accrual loans
   
38,090
     
5,137
     
43,227
 
Restructured real estate mortgages - 1 to 4 family
   
166
     
-
     
166
 
Total nonperforming loans
 
$
38,256
     
5,137
     
43,393
 

 
 

57


 
The following tables present the aging of the recorded investment in past due loans by loan class and by region as of December 31, 2014 and 2013:
 
New York and other states:
                       
   
December 31, 2014
 
(dollars in thousands)
   
30-59
     
60-89
     
90
+
 
Total
         
   
Days
   
Days
   
Days
   
30+ days
       
Total
 
   
Past Due
   
Past Due
   
Past Due
   
Past Due
   
Current
   
Loans
 
                                     
Commercial:
                                   
Commercial real estate
 
$
618
     
52
     
2,627
     
3,297
     
171,491
     
174,788
 
Other
   
-
     
-
     
-
     
-
     
29,200
     
29,200
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
3,340
     
3,874
     
16,782
     
23,996
     
2,017,144
     
2,041,140
 
Home equity loans
   
141
     
59
     
337
     
537
     
51,176
     
51,713
 
Home equity lines of credit
   
568
     
342
     
1,198
     
2,108
     
306,656
     
308,764
 
Installment
   
79
     
10
     
58
     
147
     
6,627
     
6,774
 
                                                 
Total
 
$
4,746
     
4,337
     
21,002
     
30,085
     
2,582,294
     
2,612,379
 

Florida:
                 
                   
(dollars in thousands)
   
30-59
     
60-89
     
90
+
Total
     
   
Days
   
Days
   
Days
 
30+ days
   
Total
 
   
Past Due
   
Past Due
   
Past Due
 
Past Due
 
Current
 
Loans
 
                               
Commercial:
                             
Commercial real estate
 
$
-
     
-
     
-
     
-
     
19,336
     
19,336
 
Other
   
-
     
-
     
-
     
-
     
58
     
58
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
801
     
283
     
1,225
     
2,309
     
474,118
     
476,427
 
Home equity loans
   
-
     
-
     
-
     
-
     
5,942
     
5,942
 
Home equity lines of credit
   
173
     
-
     
116
     
289
     
43,081
     
43,370
 
Installment
   
17
     
-
     
-
     
17
     
803
     
820
 
                                                 
Total
 
$
991
     
283
     
1,341
     
2,615
     
543,338
     
545,953
 

Total:
                       
     
(dollars in thousands)
   
30-59
     
60-89
     
90
+
 
Total
         
   
Days
   
Days
   
Days
   
30+ days
       
Total
 
   
Past Due
   
Past Due
   
Past Due
   
Past Due
   
Current
   
Loans
 
                                     
Commercial:
                                   
Commercial real estate
 
$
618
     
52
     
2,627
     
3,297
     
190,827
     
194,124
 
Other
   
-
     
-
     
-
     
-
     
29,258
     
29,258
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
4,141
     
4,157
     
18,007
     
26,305
     
2,491,262
     
2,517,567
 
Home equity loans
   
141
     
59
     
337
     
537
     
57,118
     
57,655
 
Home equity lines of credit
   
741
     
342
     
1,314
     
2,397
     
349,737
     
352,134
 
Installment
   
96
     
10
     
58
     
164
     
7,430
     
7,594
 
                                                 
Total
 
$
5,737
     
4,620
     
22,343
     
32,700
     
3,125,632
     
3,158,332
 
 
58

 
New York and other states:
                       
   
December 31, 2013
 
(dollars in thousands)
                           
   
30-59
Days
Past Due
   
60-89
Days
Past Due
   
90+
Days
Past Due
   
Total
30+ days
Past Due
   
Current
   
Total
Loans
 
                                     
Commercial:
                                   
Commercial real estate
 
$
583
     
1,426
     
3,379
     
5,388
     
164,334
     
169,722
 
Other
   
209
     
-
     
123
     
332
     
31,991
     
32,323
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
4,664
     
2,042
     
17,624
     
24,330
     
1,885,117
     
1,909,447
 
Home equity loans
   
46
     
18
     
552
     
616
     
46,878
     
47,494
 
Home equity lines of credit
   
1,014
     
331
     
1,897
     
3,242
     
300,802
     
304,044
 
Installment
   
85
     
12
     
77
     
174
     
5,118
     
5,292
 
                                                 
Total
 
$
6,601
     
3,829
     
23,652
     
34,082
     
2,434,240
     
2,468,322
 

Florida:
                       
                         
(dollars in thousands)
   
30-59
     
60-89
     
90
+
 
Total
         
   
Days
   
Days
   
Days
   
30+ days
       
Total
 
   
Past Due
   
Past Due
   
Past Due
   
Past Due
   
Current
   
Loans
 
                                     
Commercial:
                                   
Commercial real estate
 
$
-
     
-
     
-
     
-
     
21,404
     
21,404
 
Other
   
-
     
-
     
-
     
-
     
32
     
32
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
552
     
-
     
4,229
     
4,781
     
373,580
     
378,361
 
Home equity loans
   
-
     
-
     
-
     
-
     
3,642
     
3,642
 
Home equity lines of credit
   
109
     
-
     
247
     
356
     
36,089
     
36,445
 
Installment
   
-
     
2
     
-
     
2
     
601
     
603
 
                                                 
Total
 
$
661
     
2
     
4,476
     
5,139
     
435,348
     
440,487
 

Total:
                       
     
(dollars in thousands)
   
30-59
     
60-89
     
90
+
 
Total
         
   
Days
   
Days
   
Days
   
30+ days
       
Total
 
   
Past Due
   
Past Due
   
Past Due
   
Past Due
   
Current
   
Loans
 
                                     
Commercial:
                                   
Commercial real estate
 
$
583
     
1,426
     
3,379
     
5,388
     
185,738
     
191,126
 
Other
   
209
     
-
     
123
     
332
     
32,023
     
32,355
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
5,216
     
2,042
     
21,853
     
29,111
     
2,258,697
     
2,287,808
 
Home equity loans
   
46
     
18
     
552
     
616
     
50,520
     
51,136
 
Home equity lines of credit
   
1,123
     
331
     
2,144
     
3,598
     
336,891
     
340,489
 
Installment
   
85
     
14
     
77
     
176
     
5,719
     
5,895
 
                                                 
Total
 
$
7,262
     
3,831
     
28,128
     
39,221
     
2,869,588
     
2,908,809
 

59

 
  At December 31, 2014 and 2013, there were no loans that are 90 days past due and still accruing interest. As a result, non-accrual loans includes all loans 90 days past due and greater as well as certain loans less than 90 days past due that were placed in non-accruing status for reasons other than delinquent status. There are no commitments to extend further credit on nonaccrual or restructured loans.

Activity in the allowance for loan losses by portfolio segment is summarized as follows:

(dollars in thousands)
 
For the year ended December 31, 2014
 
       
Real Estate
         
       
Mortgage-
         
   
Commercial
   
1 to 4 Family
   
Installment
   
Total
 
Balance at beginning of period
 
$
4,019
     
43,597
     
98
     
47,714
 
Loans charged off:
                               
New York and other states*
   
397
     
5,485
     
201
     
6,083
 
Florida
   
613
     
835
     
13
     
1,461
 
Total loan chargeoffs
   
1,010
     
6,320
     
214
     
7,544
 
                                 
Recoveries of loans previously charged off:
                               
New York and other states*
   
34
     
442
     
28
     
504
 
Florida
   
480
     
69
     
4
     
553
 
Total recoveries
   
514
     
511
     
32
     
1,057
 
Net loans charged off
   
496
     
5,809
     
182
     
6,487
 
Provision for loan losses
   
548
     
4,300
     
252
     
5,100
 
Balance at end of period
 
$
4,071
     
42,088
     
168
     
46,327
 

(dollars in thousands)
 
For the year ended December 31, 2013
 
       
Real Estate
         
       
Mortgage-
         
   
Commercial
   
1 to 4 Family
   
Installment
   
Total
 
Balance at beginning of period
 
$
3,771
     
44,069
     
87
     
47,927
 
Loans charged off:
                               
New York and other states*
   
1,072
     
6,572
     
68
     
7,712
 
Florida
   
100
     
1,020
     
6
     
1,126
 
Total loan chargeoffs
   
1,172
     
7,592
     
74
     
8,838
 
                                 
Recoveries of loans previously charged off:
                               
New York and other states*
   
14
     
715
     
17
     
746
 
Florida
   
505
     
374
     
-
     
879
 
Total recoveries
   
519
     
1,089
     
17
     
1,625
 
Net loans charged off
   
653
     
6,503
     
57
     
7,213
 
Provision for loan losses
   
901
     
6,031
     
68
     
7,000
 
Balance at end of period
 
$
4,019
     
43,597
     
98
     
47,714
 

(dollars in thousands)
 
For the year ended December 31, 2012
 
       
Real Estate
         
       
Mortgage-
         
   
Commercial
   
1 to 4 Family
   
Installment
   
Total
 
Balance at beginning of period
 
$
4,140
     
44,479
     
98
     
48,717
 
Loans charged off:
                               
New York and other states*
   
1,307
     
6,919
     
128
     
8,354
 
Florida
   
1,192
     
3,920
     
13
     
5,125
 
Total loan chargeoffs
   
2,499
     
10,839
     
141
     
13,479
 
                                 
Recoveries of loans previously charged off:
                               
New York and other states*
   
112
     
375
     
49
     
536
 
Florida
   
26
     
127
     
-
     
153
 
Total recoveries
   
138
     
502
     
49
     
689
 
Net loans charged off
   
2,361
     
10,337
     
92
     
12,790
 
Provision for loan losses
   
1,992
     
9,927
     
81
     
12,000
 
Balance at end of period
 
$
3,771
     
44,069
     
87
     
47,927
 
 
60

 
The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2014 and 2013:

   
December 31, 2014
 
(dollars in thousands)
     
1-to-4 Family
         
   
Commercial Loans
   
Residential Real Estate
   
Installment Loans
   
Total
 
Allowance for loan losses:
               
Ending allowance balance attributable to loans:
               
Individually evaluated for impairment
 
$
-
     
-
     
-
     
-
 
Collectively evaluated for impairment
   
4,071
     
42,088
     
168
     
46,327
 
                                 
Total ending allowance balance
 
$
4,071
     
42,088
     
168
     
46,327
 
                                 
                                 
Loans:
                               
Individually evaluated for impairment
 
$
4,129
     
22,406
     
-
     
26,535
 
Collectively evaluated for impairment
   
219,253
     
2,904,950
     
7,594
     
3,131,797
 
                                 
Total ending loans balance
 
$
223,382
     
2,927,356
     
7,594
     
3,158,332
 

   
December 31, 2013
 
(dollars in thousands)
     
1-to-4 Family
         
   
Commercial Loans
   
Residential Real Estate
   
Installment Loans
   
Total
 
Allowance for loan losses:
               
Ending allowance balance attributable to loans:
               
Individually evaluated for impairment
 
$
-
     
-
     
-
     
-
 
Collectively evaluated for impairment
   
4,019
     
43,597
     
98
     
47,714
 
                                 
Total ending allowance balance
 
$
4,019
     
43,597
     
98
     
47,714
 
                                 
                                 
Loans:
                               
Individually evaluated for impairment
 
$
8,082
     
21,258
     
-
     
29,340
 
Collectively evaluated for impairment
   
215,399
     
2,658,175
     
5,895
     
2,879,469
 
                                 
Total ending loans balance
 
$
223,481
     
2,679,433
     
5,895
     
2,908,809
 

The Company has identified nonaccrual commercial and commercial real estate loans, as well as all loans restructured under a troubled debt restructuring (TDR), as impaired loans. A loan is considered impaired when it is probable that the borrower will be unable to repay the loan according to the original contractual terms of the loan agreement or the loan is restructured in a TDR.

A loan for which the terms have been modified, and for which the borrower is experiencing financial difficulties, is considered a TDR and is classified as impaired. TDR’s at December 31, 2014 and 2013 are measured at the present value of estimated future cash flows using the loan’s effective rate at inception or the fair value of the underlying collateral if the loan is considered collateral dependent.
 
61

 
The following tables present impaired loans by loan class as of December 31, 2014, 2013 and 2012:

New York and other states:
               
   
December 31, 2014
 
(dollars in thousands)
     
Unpaid
       
Average
 
   
Recorded
   
Principal
   
Related
   
Recorded
 
   
Investment
   
Balance
   
Allowance
   
Investment
 
                 
Commercial:
               
Commercial real estate
 
$
4,129
     
5,499
     
-
     
4,798
 
Other
   
-
     
-
     
-
     
61
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
17,579
     
18,689
     
-
     
17,261
 
Home equity loans
   
366
     
410
     
-
     
454
 
Home equity lines of credit
   
2,492
     
2,778
     
-
     
2,578
 
                                 
Total
 
$
24,566
     
27,376
     
-
     
25,152
 

Florida:
               
                 
(dollars in thousands)
     
Unpaid
       
Average
 
   
Recorded
   
Principal
   
Related
   
Recorded
 
   
Investment
   
Balance
   
Allowance
   
Investment
 
                 
Commercial:
               
Commercial real estate
 
$
-
     
-
     
-
     
577
 
Other
   
-
     
-
     
-
     
-
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
1,289
     
1,380
     
-
     
1,422
 
Home equity loans
   
56
     
56
     
-
     
5
 
Home equity lines of credit
   
624
     
773
     
-
     
581
 
                                 
Total
 
$
1,969
     
2,209
     
-
     
2,585
 

Total:
               
     
(dollars in thousands)
     
Unpaid
       
Average
 
   
Recorded
   
Principal
   
Related
   
Recorded
 
   
Investment
   
Balance
   
Allowance
   
Investment
 
                 
Commercial:
               
Commercial real estate
 
$
4,129
     
5,499
     
-
     
5,375
 
Other
   
-
     
-
     
-
     
61
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
18,868
     
20,069
     
-
     
18,683
 
Home equity loans
   
422
     
466
     
-
     
459
 
Home equity lines of credit
   
3,116
     
3,551
     
-
     
3,159
 
                                 
Total
 
$
26,535
     
29,585
     
-
     
27,737
 
 
62


New York and other states:
               
   
December 31, 2013
 
(dollars in thousands)
     
Unpaid
       
Average
 
   
Recorded
   
Principal
   
Related
   
Recorded
 
   
Investment
   
Balance
   
Allowance
   
Investment
 
                 
Commercial:
               
Commercial real estate
 
$
6,620
     
8,039
     
-
     
6,013
 
Other
   
332
     
332
     
-
     
165
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
16,257
     
17,353
     
-
     
14,706
 
Home equity loans
   
561
     
614
     
-
     
636
 
Home equity lines of credit
   
2,528
     
2,825
     
-
     
2,051
 
                                 
Total
 
$
26,298
     
29,163
     
-
     
23,571
 
 
Florida:
                               
                                 
(dollars in thousands)
         
Unpaid
           
Average
 
   
Recorded
   
Principal
   
Related
   
Recorded
 
   
Investment
   
Balance
   
Allowance
   
Investment
 
                                 
Commercial:
                               
Commercial real estate
 
$
1,130
     
1,130
     
-
     
1,401
 
Other
   
-
     
-
     
-
     
-
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
1,630
     
1,922
     
-
     
1,611
 
Home equity lines of credit
   
282
     
380
     
-
     
100
 
                                 
Total
 
$
3,042
     
3,432
     
-
     
3,112
 
 
Total:
               
     
(dollars in thousands)
     
Unpaid
       
Average
 
   
Recorded
   
Principal
   
Related
   
Recorded
 
   
Investment
   
Balance
   
Allowance
   
Investment
 
                 
Commercial:
               
Commercial real estate
 
$
7,750
     
9,169
     
-
     
7,414
 
Other
   
332
     
332
     
-
     
165
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
17,887
     
19,275
     
-
     
16,317
 
Home equity loans
   
561
     
614
     
-
     
636
 
Home equity lines of credit
   
2,810
     
3,205
     
-
     
2,151
 
                                 
Total
 
$
29,340
     
32,595
     
-
     
26,683
 
 
63



The Company has not committed to lend additional amounts to customers with outstanding loans that are classified as impaired. Interest income recognized on impaired loans was not material in 2014, 2013, and 2012.

In response to the OCC interpretation that was issued in the third quarter of 2012, regarding borrowers who have filed Chapter 7 bankruptcy and did not re-affirm their debt with the Company, the Company classified $10.1 million of previously performing 1-4 family real estate mortgage loans as troubled debt restructurings (“TDR’s”) as of September 30, 2012. Included in the $10.1 million, were $4.0 million of loans that were reclassified from performing status to non-accrual status due to a collateral deficiency of $804 thousand. The collateral deficiency was charged off during the third quarter of 2012.

Included in impaired loans as of December 31, 2014 and 2013 are approximately $9.9 million and $8.6 million, respectively, of 1 to 4 family residential real estate loans in accruing status that were identified as TDR’s in accordance with OCC guidance released in the third quarter of 2012.

Management evaluates impairment on impaired loans on a quarterly basis. If, during this evaluation, impairment of the loan is identified, a charge-off is taken at that time. As a result, as of December 31, 2014 and 2013, based upon management’s evaluation and due to the sufficiency of chargeoffs taken, none of the allowance for loan losses has been allocated to a specific impaired loan(s).

The following table presents modified loans by class that were determined to be TDR’s that occurred during the years ended December 31, 2014, 2013 and 2012:

   
Year ended 12/31/2014
   
Year ended 12/31/2013
   
Year ended 12/31/2012
 
New York and other states*:
 
(dollars in thousands)
 
Number of
Contracts
   
Pre-Modification Outstanding
Recorded
Investment
   
Post-Modification
Outstanding
Recorded
Investment
   
Number of
Contracts
   
Pre-Modification
Outstanding
Recorded
Investment
   
Post-Modification
Outstanding
Recorded
Investment
   
Number of
Contracts
   
Pre-Modification
Outstanding
Recorded
Investment
   
Post-Modification
Outstanding
Recorded
Investment
 
                                     
Commercial:
                                   
Commercial real estate
   
1
   
$
294
     
294
     
1
   
$
507
     
507
     
2
   
$
138
     
138
 
Real estate mortgage - 1 to 4 family:
                                                                       
First mortgages
   
41
     
5,585
     
5,585
     
50
     
5,852
     
5,852
     
95
     
10,636
     
10,636
 
Home equity loans
   
4
     
77
     
77
     
7
     
120
     
120
     
16
     
488
     
488
 
Home equity lines of credit
   
3
     
194
     
194
     
13
     
1,061
     
1,061
     
30
     
1,633
     
1,633
 
                                                                         
Total
   
49
   
$
6,150
     
6,150
     
71
   
$
7,540
     
7,540
     
143
   
$
12,895
     
12,895
 

 
Florida:
                                   
(dollars in thousands)
 
Number of
Contracts
   
Pre-Modification
Outstanding
Recorded
Investment
   
Post-Modification
Outstanding
Recorded
Investment
   
Number of
Contracts
   
Pre-Modification
Outstanding
Recorded
Investment
   
Post-Modification
Outstanding
Recorded
Investment
   
Number of
Contracts
   
Pre-Modification
Outstanding
Recorded
Investment
   
Post-Modification
Outstanding
Recorded
Investment
 
                                     
Real estate mortgage - 1 to 4 family:
                                   
First mortgages
   
7
     
676
     
676
     
8
     
1,149
     
1,149
     
12
     
1,265
     
1,265
 
Home equity loans
   
1
     
56
     
56
     
-
     
-
     
-
     
-
     
-
     
-
 
Home equity lines of credit
   
3
     
368
     
368
     
3
     
282
     
282
     
2
     
48
     
48
 
                                                                         
Total
   
11
   
$
1,100
     
1,100
     
11
   
$
1,431
     
1,431
     
14
   
$
1,313
     
1,313
 


The addition of these TDR’s did not have a significant impact on the allowance for loan losses. As previously noted, included in loans modified and classified as TDR’s during the year ended December 31, 2012 are approximately $10.6 million of 1 to 4 family residential real estate loans that were determined to be TDR’s in accordance with OCC guidance released in the third quarter of 2012.

 
64


 
The following table presents loans by class modified as TDR’s that occurred during the years ended December 31, 2014, 2013 and 2012 for which there was a payment default during the same period:
 
   
Year ended 12/31/2014
   
Year ended 12/31/2013
   
Year ended 12/31/2012
 
New York and other states*:
 
Number of
   
Recorded
   
Number of
   
Recorded
   
Number of
   
Recorded
 
(dollars in thousands)
 
Contracts
   
Investment
   
Contracts
   
Investment
   
Contracts
   
Investment
 
                         
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
7
     
355
     
5
     
440
     
22
     
2,265
 
Home equity loans
   
-
     
-
     
1
     
44
     
2
     
13
 
Home equity lines of credit
   
1
     
35
     
1
     
56
     
5
     
209
 
                                                 
Total
   
8
   
$
390
     
7
   
$
540
     
29
   
$
2,487
 

Florida:
                       
   
Number of
   
Recorded
   
Number of
   
Recorded
   
Number of
   
Recorded
 
(dollars in thousands)
 
Contracts
   
Investment
   
Contracts
   
Investment
   
Contracts
   
Investment
 
                         
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
1
   
$
60
     
-
   
$
-
     
6
   
$
605
 
Home equity lines of credit
   
1
     
279
     
-
     
-
     
1
     
47
 
                                                 
Total
   
2
   
$
339
     
-
   
$
-
     
7
   
$
652
 

In situations where the Bank considers a loan modification, management determines whether the borrower is experiencing financial difficulty by performing an evaluation of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s underwriting policy. Generally, the modification of the terms of loans was the result of the borrower filing for bankruptcy protection. Chapter 13 bankruptcies generally include the deferral of all past due amounts for a period of generally 60 months in accordance with the bankruptcy court order. In the case of Chapter 7 bankruptcies, as previously noted, even though there is no modification of terms, the borrowers’ debt to the Company was discharged and they did not reaffirm the debt.

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms. In situations involving a borrower filing for Chapter 13 bankruptcy protection, however, a loan is considered to be in payment default once it is 30 days contractually past due, consistent with the treatment by the bankruptcy court.

The TDR’s that subsequently defaulted described above did not have a material impact on the allowance for loan losses as the underlying collateral was evaluated at the time these loans were identified as TDR’s, and a charge-off was taken at that time, if necessary. Collateral values on these loans, as well as all nonaccrual loans, are reviewed for collateral sufficiency on a quarterly basis.

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. On at least an annual basis, the Company’s loan grading process analyzes non-homogeneous loans over $150 thousand, such as commercial and commercial real estate loans, individually by grading the loans based on credit risk. In addition, the Company’s internal loan review department reviews non-homogeneous loans over $250 thousand by testing the loan grades assigned through the Company’s grading process. The Company uses the following definitions for classified loans:

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those loans classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. All doubtful loans are considered impaired.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

 
65


 
As of December 31, 2014 and 2013, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:
 
   
December 31, 2014
 
New York and other states:
           
             
(dollars in thousands)
           
   
Pass
   
Classified
   
Total
 
Commercial:
           
Commercial real estate
 
$
162,589
     
12,199
     
174,788
 
Other
   
28,677
     
523
     
29,200
 
                         
   
$
191,266
     
12,722
     
203,988
 

Florida:
           
             
(dollars in thousands)
           
   
Pass
   
Classified
   
Total
 
Commercial:
           
Commercial real estate
 
$
19,336
     
-
     
19,336
 
Other
   
58
     
-
     
58
 
                         
   
$
19,394
     
-
     
19,394
 

Total:
           
             
(dollars in thousands)
           
   
Pass
   
Classified
   
Total
 
Commercial:
           
Commercial real estate
 
$
181,925
     
12,199
     
194,124
 
Other
   
28,735
     
523
     
29,258
 
                         
   
$
210,660
     
12,722
     
223,382
 

   
December 31, 2013
 
New York and other states:
           
             
(dollars in thousands)
           
   
Pass
   
Classified
   
Total
 
Commercial:
           
Commercial real estate
 
$
159,024
     
10,698
     
169,722
 
Other
   
31,691
     
632
     
32,323
 
                         
   
$
190,715
     
11,330
     
202,045
 

Florida:
           
             
(dollars in thousands)
           
   
Pass
   
Classified
   
Total
 
Commercial:
           
Commercial real estate
 
$
20,274
     
1,130
     
21,404
 
Other
   
32
     
-
     
32
 
                         
   
$
20,306
     
1,130
     
21,436
 

Total:
           
             
(dollars in thousands)
           
   
Pass
   
Classified
   
Total
 
Commercial:
           
Commercial real estate
 
$
179,298
     
11,828
     
191,126
 
Other
   
31,723
     
632
     
32,355
 
                         
   
$
211,021
     
12,460
     
223,481
 
 
66



Included in classified loans in the above tables are impaired loans of $4.1 million and $8.1 million at December 31, 2014 and 2013, respectively.

For homogeneous loan pools, such as residential mortgages, home equity lines of credit, and installment loans, the Company uses payment status to identify the credit risk in these loan portfolios. Payment status is reviewed on a daily basis by the Bank’s collection area and on a monthly basis with respect to determining the adequacy of the allowance for loan losses. The payment status of these homogeneous pools at December 31, 2014 and 2013 is included in the aging of the recorded investment of past due loans table. In addition, the total nonperforming portion of these homogeneous loan pools at December 31, 2014 and 2013 is presented in the recorded investment in non-accrual loans table.

(5) Bank Premises and Equipment

A summary of premises and equipment at December 31, 2014 and 2013 follows:

(dollars in thousands)
       
   
2014
   
2013
 
Land
 
$
2,413
     
2,413
 
Buildings
   
32,760
     
30,010
 
Furniture, fixtures and equipment
   
47,443
     
43,697
 
Leasehold improvements
   
27,652
     
25,391
 
Total bank premises and equipment
   
110,268
     
101,511
 
Accumulated depreciation and amortization
   
(71,703
)
   
(67,097
)
Total
 
$
38,565
     
34,414
 

Depreciation and amortization expense approximated $4.8 million, $5.0 million, and $5.0 million for the years 2014, 2013, and 2012, respectively. Occupancy expense of the Bank’s premises included rental expense of $7.3 million in 2014, $7.2 million in 2013, and $6.9 million in 2012.

(6) Deposits

Interest expense on deposits was as follows:

(dollars in thousands)
 
For the year ended December 31,
 
   
2014
   
2013
   
2012
 
           
Interest bearing checking accounts
 
$
365
     
329
     
315
 
Savings accounts
   
2,662
     
3,333
     
3,872
 
Time deposits and money market accounts
   
11,064
     
10,138
     
14,313
 
Total
 
$
14,091
     
13,800
     
18,500
 

At December 31, 2014, the maturity of total time deposits is as follows:

(dollars in thousands)
   
Under 1 year
 
$
790,320
 
1 to 2 years
   
333,911
 
2 to 3 years
   
17,852
 
3 to 4 years
   
4,713
 
4 to 5 years
   
16,265
 
Over 5 years
   
172
 
   
$
1,163,233
 

Included in total time deposits as of December 31, 2014 is $85.3 million in time deposits with balances in excess of $250,000.
 
67



(7) Short-Term Borrowings

Short-term borrowings of the Company were cash management accounts as follows:

(dollars in thousands)
 
2014
   
2013
   
2012
 
Amount outstanding at December 31,
 
$
189,116
     
204,162
     
159,846
 
Maximum amount outstanding at any month end
   
209,370
     
204,162
     
166,374
 
Average amount outstanding
   
189,430
     
180,275
     
152,982
 
Weighted average interest rate:
                       
For the year
   
0.74
%
   
0.82
     
0.96
 
As of year end
   
0.72
     
0.82
     
0.89
 

Cash management accounts represent retail accounts with customers for which the Bank has pledged certain assets as collateral.

Trustco Bank also has an available line of credit with the Federal Home Loan Bank of New York which approximates the balance of securities pledged against such borrowings. The line of credit requires securities to be pledged as collateral for the amount borrowed. As of December 31, 2014 and 2013, the Company had no outstanding borrowings with the Federal Home Loan Bank of New York and, as a result, there were no related securities pledged.

(8) Income Taxes

A summary of income tax expense/(benefit) included in the Consolidated Statements of Income follows:

(dollars in thousands)
 
For the year ended December 31,
 
   
2014
   
2013
   
2012
 
Current tax expense:
           
Federal
 
$
22,046
     
22,612
     
19,122
 
State
   
2,386
     
2,531
     
1,879
 
Total current tax expense
   
24,432
     
25,143
     
21,001
 
Deferred tax expense (benefit)
   
2,964
     
(1,426
)
   
1,440
 
Total income tax expense
 
$
27,396
     
23,717
     
22,441
 
 
68

 
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013, are as follows:

   
December 31,
 
(dollars in thousands)
 
2014
   
2013
 
   
Deductible
   
Deductible
 
   
temporary
   
temporary
 
   
differences
   
differences
 
Benefits and deferred remuneration
 
$
(3,885
)
 
$
(4,256
)
Difference in reporting the allowance for loan losses, net
   
21,006
     
22,774
 
Other income or expense not yet reported for tax purposes
   
2,325
     
3,008
 
Depreciable assets
   
(1,040
)
   
(1,309
)
Other items
   
-
     
1,153
 
Net deferred tax asset at end of year
   
18,406
     
21,370
 
Net deferred tax asset at beginning of year
   
21,370
     
19,944
 
                 
Deferred tax expense (benefit)
 
$
2,964
   
$
(1,426
)

Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not. Based primarily on the sufficiency of historical and expected future taxable income, management believes it is more likely than not that the remaining deferred tax asset of $18.4 million and $21.4 million at December 31, 2014 and 2013, respectively, will be realized.

In addition to the deferred tax items described in the preceding table, the Company has deferred tax assets of $2.4 million and $12.0 million at December 31, 2014 and 2013, respectively, relating to the net unrealized losses on securities available for sale and a deferred tax asset of $535 thousand and a deferred tax liability of $2.8 million at December 31, 2014 and 2013, respectively, as a result of the previously unrecognized overfunded position in the Company’s pension and postretirement benefit plans recorded, net of tax, as an adjustment to accumulated other comprehensive income.

The effective tax rates differ from the statutory federal income tax rate. The reasons for these differences are as follows:

   
 Year ended December 31,
 
   
2014
   
2013
   
2012
 
Statutory federal income tax rate
   
35.0
%
   
35.0
     
35.0
 
Increase/(decrease) in taxes resulting from:
                       
Tax exempt income
   
(0.1
)
   
(0.3
)
   
(0.7
)
State income tax (including alternative minimum tax),net of federal tax benefit
   
2.7
     
2.3
     
2.3
 
Other items
   
0.7
     
0.3
     
0.8
 
Effective income tax rate
   
38.3
%
   
37.3
     
37.4
 

TrustCo adopted ASC 740-10, “Accounting for Uncertainty in Income Taxes,” as of January 1, 2008. ASC 740-10 prescribes 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 ASC 740-10, there were no required adjustments to the Company’s consolidated financial statements.
 
69

 
For the years ended December 31, 2014 and 2013 the unrecognized tax benefits and change in those unrecognized tax benefits from the beginning of the year are as follows:
 
(dollars in thousands)
   
     
Balance as of January 1, 2013
 
$
213
 
         
Change in unrecognized tax reserve
   
-
 
         
Balance as of December 31, 2013
 
$
213
 
         
Change in unrecognized tax reserve
   
-
 
         
Balance as of December 31, 2014
 
$
213
 

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. Management will reevaluate the necessity of these unrecognized tax benefits after the affected tax returns have been subject to audit. The Company does not anticipate a material charge to the amount of unrecognized tax benefits in the next twelve months.

The Company recognizes interest and/or penalties related to income tax matters in noninterest expense. For the years 2014, 2013, and 2012, these amounts were not material. The Company's federal and state income tax returns for the years 2011 through 2014 remain open to examination.
 
70

(9) Benefit Plans

(a) Retirement Plan

The Company maintains a trusteed non-contributory pension plan covering employees that have completed one year of employment and 1,000 hours of service. The benefits are based on the sum of (a) a benefit equal to a prior service benefit plus the average of the employees’ highest five consecutive years’ compensation in the ten years preceding retirement multiplied by a percentage of service after a specified date plus (b) a benefit based upon career average compensation. The amounts contributed to the plan are determined annually on the basis of (a) the maximum amount that can be deducted for federal income tax purposes or (b) the amount certified by a consulting actuary as necessary to avoid an accumulated funding deficiency as defined by the Employee Retirement Income Security Act of 1974. Contributions are intended to provide for benefits attributed to service to date. Assets of the plan are administered by Trustco Bank’s Financial Services Department. This plan was frozen as of December 31, 2006. The following tables set forth the plan’s funded (unfunded) status and amounts recognized in the Company’s consolidated statements of condition at December 31, 2014 and 2013:

Change in Projected Benefit Obligation:
 
December 31,
 
(dollars in thousands)
 
2014
   
2013
 
Projected benefit obligation
       
at beginning of year
 
$
27,822
     
31,990
 
Service cost
   
58
     
69
 
Interest cost
   
1,374
     
1,273
 
Benefits paid
   
(1,751
)
   
(2,045
)
Net actuarial loss (gain)
   
6,159
     
(3,465
)
Projected benefit obligation at end of year
 
$
33,662
     
27,822
 

Change in Plan Assets and
       
Reconciliation of Funded Status:
 
December 31,
 
(dollars in thousands)
 
2014
   
2013
 
Fair Value of plan assets at
       
beginning of year
 
$
39,419
     
34,584
 
Actual gain on plan assets
   
3,325
     
6,880
 
Company contributions
   
2,000
     
-
 
Benefits paid
   
(1,751
)
   
(2,045
)
Fair value of plan assets at end of year
   
42,993
     
39,419
 
                 
Funded status at end of year
 
$
9,331
     
11,597
 

Amounts recognized in accumulated other comprehensive income consist of the following as of:

   
December 31,
 
   
2014
   
2013
 
Net actuarial loss
 
$
6,150
     
813
 

 
71

 
Components of Net Periodic Pension Income and Other Amounts Recognized in Other Comprehensive Income:

   
 Year ended December 31,
 
   
2014
   
2013
   
2012
 
Service cost
 
$
58
     
69
     
55
 
Interest cost
   
1,374
     
1,273
     
1,426
 
Expected return on plan assets
   
(2,504
)
   
(2,190
)
   
(1,912
)
Amortization of net loss
   
-
     
516
     
335
 
Net periodic pension (credit) expense
   
(1,072
)
   
(332
)
   
(96
)
                         
Amortization of net loss
   
-
     
(516
)
   
(335
)
                         
Net actuarial (gain) / loss included in other comprehensive income
   
5,337
     
(8,156
)
   
1,834
 
                         
     
5,337
     
(8,672
)
   
1,499
 
Total recognized in net periodic benefit (credit) cost and other comprehensive income
 
$
4,265
     
(9,004
)
   
1,401
 

The estimated net loss for the plan that will be amortized from accumulated other comprehensive income into net periodic pension cost over the next fiscal year is $161 thousand.

Estimated Future Benefit Payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

(dollars in thousands)
   
Year
 
Pension Benefits
 
2015
 
$
1,709
 
2016
   
1,749
 
2017
   
1,764
 
2018
   
1,799
 
2019
   
1,828
 
2020 - 2024
   
9,474
 

The assumptions used to determine benefit obligations at December 31 are as follows:

   
2014
   
2013
   
2012
 
Discount rate
   
4.03
%
   
5.08
     
4.07
 

The assumptions used to determine net periodic pension expense (benefit) for the years ended December 31 are as follows:

   
2014
   
2013
   
2012
 
Discount rate
   
5.08
%
   
4.07
     
5.17
 
                       
Expected long-term rate of return on assets
   
6.50
     
6.50
     
6.50
 

The annual rate assumption used for purposes of computing the service and interest costs components is determined based upon factors including the yields on high quality corporate bonds and other appropriate yield curves along with analysis prepared by the Company’s actuaries.
 

72

 
(b) Supplemental Retirement Plan

The Company also has a supplementary pension plan under which additional retirement benefits are accrued for eligible executive officers. This plan supplements the defined benefit retirement plan for eligible employees that exceed the Internal Revenue Service limit on the amount of pension payments that are allowed from a retirement plan. The supplemental plan provides eligible employees with total benefit payments as calculated by the retirement plan without regard to this limitation. Benefits under this plan are calculated using the same actuarial assumptions and interest rates as used for the retirement plan calculations. The accumulated benefits under this supplementary pension plan was approximately $5.6 million as of both  December 31, 2014 and 2013, respectively. Effective as of December 31, 2008, this plan has been frozen and no additional benefits will accrue. Instead, the amount of the Company’s annual contribution to the plan plus interest is paid directly to each eligible employee. The expense recorded for this plan was $1.5 million, $1.3 million, and $823 thousand, in 2014, 2013, and 2012, respectively.

Rabbi trusts have been established for this plan. These trust accounts are administered by the Trustco Financial Services Department and invest primarily in bonds issued by government-sponsored enterprises and money market instruments. These assets are recorded at their fair value and are included in securities available for sale and other short-term investments in the Consolidated Statements of Condition. As of both December 31, 2014 and 2013, the trusts had assets totaling $5.7 million.

(c) Postretirement Benefits

The Company permits retirees under age 65 to participate in the Company’s medical plan by making certain payments. At age 65, the Bank provides a Medicare Supplemental program to retirees.

In 2003, the Company amended the medical plan to reflect changes to the retiree medical insurance coverage portion. The Company’s subsidy of the retiree medical insurance premiums was eliminated at that time. The Company continues to provide postretirement medical benefits for a limited number of executives in accordance with their employment contracts.

The following tables show the plan’s funded status and amounts recognized in the Company’s Consolidated Statements of Condition at December 31, 2014 and 2013:

Change in Accumulated Benefit Obligation:
 
December 31,
 
(dollars in thousands)
 
2014
   
2013
 
Accumulated benefit obligation at beginning of year
 
$
2,513
     
2,413
 
Service cost
   
100
     
50
 
Interest cost
   
217
     
101
 
Plan amendments
   
1,811
     
465
 
Benefits paid
   
(83
)
   
(60
)
Net actuarial (gain) loss
   
1,897
     
(456
)
Accumulated benefit obligation at end of year
 
$
6,455
     
2,513
 

Change in Plan Assets and
       
Reconciliation of Funded Status:
 
December 31,
 
(dollars in thousands)
 
2014
   
2013
 
Fair value of plan assets at beginning of year
 
$
17,935
     
15,026
 
Actual gain on plan assets
   
1,350
     
2,909
 
Company contributions
   
83
     
60
 
Benefits paid
   
(83
)
   
(60
)
Fair value of plan assets at end of year
   
19,285
     
17,935
 
                 
Funded status at end of year
 
$
12,830
     
15,422
 
 
73



Amounts recognized in accumulated other comprehensive
 
December 31,
 
income consist of the following as of:
 
2014
   
2013
 
Net actuarial gain
 
$
(3,429
)
   
(4,945
)
Prior service credit
   
(1,367
)
   
(2,979
)
Total
 
$
(4,796
)
   
(7,924
)

Components of Net Periodic Benefit Income and Other Amounts Recognized in Other Comprehensive Income:

   
Year ended December 31,
 
(dollars in thousands)
 
2014
   
2013
   
2012
 
Service cost
 
$
100
   
$
50
     
33
 
Interest cost
   
217
     
101
     
97
 
Expected return on plan assets
   
(672
)
   
(495
)
   
(451
)
Amortization of net actuarial gain
   
(297
)
   
(49
)
   
(29
)
Amortization of prior service credit
   
199
     
(262
)
   
(262
)
Net periodic benefit credit
   
(453
)
   
(655
)
   
(612
)
                         
Net (gain) loss
   
1,219
     
(2,868
)
   
(590
)
Prior service cost
   
1,811
     
465
     
-
 
Amortization of prior service cost
   
(199
)
   
262
     
262
 
Amortization of net gain
   
297
     
49
     
29
 
Total amount recognized in other comprehensive income
   
3,128
     
(2,092
)
   
(299
)
                         
Total amount recognized in net periodic benefit cost and other comprehensive income
 
$
2,675
   
$
(2,747
)
   
(911
)

The estimated amount of net gain that will be amortized from accumulated other comprehensive income into net periodic benefit credit over the next fiscal year is approximately $141 thousand while the estimated amount of prior service cost that will be amortized from accumulated other comprehensive income into net periodic benefit credit over the next fiscal year is approximately $90 thousand.

Expected Future Benefit Payments

The following benefit payments are expected to be paid:

(dollars in thousands)
   
Year
 
Postretirement Benefits
 
     
2015
 
$
81
 
2016
   
86
 
2017
   
92
 
2018
   
101
 
2019
   
115
 
2020 - 2024
   
882
 

The discount rate assumption used to determine benefit obligations at December 31 is as follows:

   
2014
   
2013
   
2012
 
Discount rate
   
4.03
%
   
5.08
     
4.07
 
 
74

 
The assumptions used to determine net periodic pension expense (benefit) for the years ended December 31 are as follows:

   
2014
   
2013
   
2012
 
Discount rate
   
5.08
%
   
4.07
     
5.17
 
Expected long-term rate of return on assets, net of tax
   
3.75
     
3.30
     
3.30
 

The annual rate assumption used for purposes of computing the service and interest costs components is determined based upon factors including the yields on high quality corporate bonds and other appropriate yield curves along with analysis prepared by the Company’s actuaries.

For measurement purposes, a graded annual rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) was assumed for 2014 and thereafter. A one percentage point increase in the assumed health care cost in each year would have an approximate $1.6 million impact on the accumulated postretirement benefit obligation as of December 31, 2014, while a 1% decrease would have an approximate $1.2 million impact. The impact on the interest and service components of net periodic postretirement benefit credit for the year ended December 31, 2014 would be $389 thousand for a one percentage point increase and $56 thousand for a one percentage point decrease.

(d) Components of Accumulated Other Comprehensive Income (Loss) Related to Retirement and Postretirement Benefit Plans

The following table details the change in the components of other comprehensive income related to the retirement plan and the postretirement benefit plan, at December 31, 2014 and 2013, respectively:

(dollars in thousands)
           
   
December 31, 2014
 
       
Post-
     
   
Retirement
   
Retirement
     
   
Plan
   
Benefit Plan
   
Total
 
Change in overfunded position of pension and postretirement benefits
 
$
5,337
     
3,030
     
8,367
 
Amortization of net actuarial gain (loss)
   
-
     
297
     
297
 
Amortization of prior service credit
   
-
     
(199
)
   
(199
)
Total
 
$
5,337
     
3,128
     
8,465
 

   
December 31, 2013
 
       
Post-
     
   
Retirement
   
Retirement
     
   
Plan
   
Benefit Plan
   
Total
 
             
             
Change in overfunded position of pension and postretirement benefits
 
$
(8,156
)
   
(2,403
)
   
(10,559
)
Amortization of net actuarial gain (loss)
   
(516
)
   
49
     
(467
)
Amortization of prior service credit
   
-
     
262
     
262
 
Total
 
$
(8,672
)
   
(2,092
)
   
(10,764
)
 
75


 
(e) Major Categories of Pension and Postretirement Benefit Plan Assets:

The asset allocations of the Company’s pension and postretirement benefit plans at December 31, were as follows:

   
Pension Benefit
   
Postretirement Benefit
 
   
Plan Assets
   
Plan Assets
 
   
2014
   
2013
   
2014
   
2013
 
Debt Securities
   
32
%
   
26
     
33
     
27
 
Equity Securities
   
63
     
69
     
65
     
68
 
Other
   
5
     
5
     
2
     
5
 
Total
   
100
%
   
100
     
100
     
100
 

The expected long-term rate-of-return on plan assets, noted in sections (a) and (b) above, reflects long-term earnings expectations on existing plan assets. In estimating that rate, appropriate consideration was given to historical returns earned by plan assets and the rates of return expected to be available for reinvestment. Rates of return were adjusted to reflect current capital market assumptions and changes in investment allocations.

The Company’s investment policies and strategies for the pension benefit and postretirement benefit plans prescribe a target allocation of 50% to 70% equity securities, 25% to 40% debt securities, and 0% to 10% for other securities for the asset categories. The Company’s investment goals are to maximize returns subject to specific risk management policies. Its risk management policies permit direct investments in equity and debt securities and mutual funds while prohibiting direct investment in derivative financial instruments. The Company addresses diversification by the use of mutual fund investments whose underlying investments are in domestic and international debt and equity securities. These mutual funds are readily marketable and can be sold to fund benefit payment obligations as they become payable.

Fair Value of Plan Assets:

Fair value is the exchange price that would be received for an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Equity mutual funds, Fixed Income mutual funds and Debt Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2).


76

 
The fair value of the plan assets at December 31, 2014 and 2013, by asset category, is as follows:
 
Retirement Plan   Fair Value Measurements at
December 31, 2014 Using:
 
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
               
Plan Assets
               
                 
Cash and cash equivalents
 
$
2,043
     
2,043
     
-
     
-
 
Equity mutual funds
   
27,149
     
27,149
     
-
     
-
 
U.S. government sponsored enterprises
   
6,691
     
-
     
6,691
     
-
 
Corporate bonds
   
6,502
     
-
     
6,502
     
-
 
Fixed income mutual funds
   
608
     
608
     
-
     
-
 
                                 
Total Plan Assets
 
$
42,993
     
29,800
     
13,193
     
-
 

Postretirement Benefits
Fair Value Measurements at
December 31, 2014 Using:
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
               
Plan Assets
               
                 
Cash and cash equivalents
 
$
285
     
285
     
-
     
-
 
Equity mutual funds
   
12,583
     
12,583
     
-
     
-
 
U.S. government sponsored enterprises
   
2,342
     
-
     
2,342
     
-
 
Corporate bonds
   
1,520
     
-
     
1,520
     
-
 
State and political subdivisions
   
2,555
     
-
     
2,555
     
-
 
                                 
Total Plan Assets
 
$
19,285
     
12,868
     
6,417
     
-
 

Retirement Plan   Fair Value Measurements at
December 31, 2013 Using:
 
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
               
Plan Assets
               
                 
Cash and cash equivalents
 
$
1,916
     
1,916
     
-
     
-
 
Equity mutual funds
   
27,296
     
27,296
     
-
     
-
 
U.S. government sponsored enterprises
   
5,091
     
-
     
5,091
     
-
 
Corporate bonds
   
4,517
     
-
     
4,517
     
-
 
Fixed income mutual funds
   
599
     
599
     
-
     
-
 
                                 
Total Plan Assets
 
$
39,419
     
29,811
     
9,608
     
-
 

Postretirement Benefits   Fair Value Measurements at
December 31, 2013 Using:
 
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
               
Plan Assets
               
                 
Cash and cash equivalents
 
$
950
     
950
     
-
     
-
 
Equity mutual funds
   
12,135
     
12,135
     
-
     
-
 
U.S. government sponsored enterprises
   
1,020
     
-
     
1,020
     
-
 
Corporate bonds
   
449
     
-
     
449
     
-
 
State and political subdivisions
   
3,381
     
-
     
3,381
     
-
 
                                 
Total Plan Assets
 
$
17,935
     
13,085
     
4,850
     
-
 
 
77



At December 31, 2014 and 2013, the majority of the equity mutual funds included in the plan assets of the retirement plan and postretirement benefit plan consist of large-cap index funds, while the remainder of the equity mutual funds consists of mid-cap, small-cap and international funds.

There were no transfers between Level 1 and Level 2 in 2014 and 2013.

The Company made contributions of $2.0 million to its pension plan during 2014. No contributions were made in 2013. The Company does not expect to make any contributions to its pension and postretirement benefit plans in 2015.

(f) Incentive and Bonus Plans

During 2006 the Company amended its profit sharing plan to include a 401(k) feature. Under the 401(k) feature, the Company matches 100% of the aggregate salary contribution up to the first 3% of compensation and 50% of the aggregate contribution of the next 3%. No profit sharing contributions were made in 2014, 2013 or 2012 but were replaced with Company contributions to the 401(k) feature of the plan. Expenses related to the plan aggregated $710 thousand for 2014, $657 thousand in 2013 and $601 thousand in 2012.

The Company also has an officers and executive incentive plan. The expense of these plans generally are based on the Company’s performance and estimated distributions to participants are accrued during the year and generally paid in the following year. The expense recorded for this plan was $1.3 million, $2.0 million and $1.6 million in 2014, 2013 and 2012, respectively.
 
The Company has also awarded 3.5 million performance bonus units to the executive officers and directors. These units become vested and exercisable only under a change of control as defined in the plan. The units were awarded based upon the stock price at the time of grant and, if exercised under a change of control, allow the holder to receive the increase in value offered in the exchange over the stock price at the date of grant for each unit, if any. As of December 31, 2014, the weighted average strike price of each unit was $7.20.

(g) Stock Based Compensation Plans-Equity Awards

Equity awards are types of stock based compensation that are to be settled in shares. As such, the amount of compensation expense to be paid at the time of settlement is included in surplus in the Consolidated Statement of Condition.

Under the 2010 TrustCo Bank Corp NY Stock Option Plan, the Company may grant stock options and restricted stock to its eligible employees for up to approximately 2.0 million shares of common stock.

Under the 2010 Directors Stock Option Plan, the Company may grant stock options and restricted stock to its directors for up to approximately 250 thousand shares of its common stock.

 

78


 
Under each of these plans, the exercise price of each option equals the fair value of the Company’s stock on the date of grant, and an option’s maximum term is ten years. Options vest over five years from the date the options are granted for the employees plans and they are immediately vested under the directors’ plans. A summary of the status of TrustCo’s stock option plans as of December 31, 2014 and changes during the year then ended, are as follows:

   
Outstanding Options
   
Number of
Options
   
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Life
Balance, January 1, 2014
   
3,158,800
   
$
9.54
   
New options awarded-2014
   
188,250
     
7.22
   
Expired options - 2014
   
(636,500
)
   
13.55
   
Cancelled options-2014
   
-
     
-
   
Exercised options - 2014
   
(17,500
)
   
5.15
   
Balance, December 31, 2014
   
2,693,050
   
$
8.27
 
4.7 years

   
Exercisable Options
              
Balance, December 31, 2014
   
1,919,500
   
$
9.10
 
3.2 years

At December 31, 2014, the intrinsic value of outstanding stock options and vested stock options was approximately $1.3 million and $695 thousand, respectively. The Company expects all unvested options to vest according to plan provisions.

During 2014 and 2013, 18 thousand and 15 thousand stock options were exercised. The intrinsic value and related tax benefits of stock options exercised in 2014 and 2013 was not material. No stock options were exercised in 2012. It is the Company’s policy to generally issue stock for stock option exercises from previously unissued shares of common stock or treasury shares.

Unrecognized stock-based compensation expense related to non-vested stock options totaled $569 thousand at December 31, 2014. At such date, the weighted-average period over which this unrecognized expense was expected to be recognized was 3.5 years.

Valuation of Stock-Based Compensation: The fair value of the Company’s employee and director stock options granted is estimated on the measurement date, which, for the Company, is the date of grant. The weighted-average fair value of stock options granted during 2014, 2013 and 2012 estimated using the Black-Scholes option pricing model, was $0.93, $1.08 and $0.76, respectively. The Company estimated expected market price volatility and the expected term of the options based on historical data and other factors. The assumptions used to determine the fair value of options granted during 2014, 2013 and 2012 are detailed in the table below:

   
2014
   
2013
   
2012
 
   
Employees'
Plan
   
Employees'
Plan
   
Employees'
Plan
 
Expected dividend yield
   
3.64
%
   
3.72
%
   
5.08
%
Risk-free interest rate
   
1.74
     
1.45
     
0.80
 
Expected volatility rate
   
21.62
     
25.83
     
30.18
 
Expected lives
 
5.0 years
   
5.0 years
   
5.0 years
 

During 2011, the Company issued 99 thousand restricted common shares to certain eligible executive officers and another 7 thousand restricted common shares to its board of directors. The restricted share awards hold the same voting powers as the Company’s common stock and became 100% vested after three years based upon a cliff-vesting schedule. The shares were also eligible to receive nonforfeitable dividend payments. The fair value of these awards was $5.14 per restricted share, the fair value of the Company’s common stock on the grant date.
 

79


 
The 2014 activity for the restricted common shares was as follows:

Restricted common shares
   
   
Outstanding
 
   
Shares
 
Balance, December 31, 2013
   
106,000
 
New awards granted
   
-
 
Awards became vested
   
(106,000
)
Balance, December 31, 2014
   
-
 

During 2014, 2013 and 2012, the Company recognized approximately $141 thousand, $170 thousand and $170 thousand in stock based compensation expense related to the employee awards, respectively. In addition, the Company recognized approximately $10 thousand, $12 thousand and $12 thousand related to the director awards, respectively. All of the awards became fully vested in 2014. Unrecognized stock-based compensation expense related to the outstanding restricted shares totaled $151 thousand and $333 thousand at December 31, 2013 and 2012, respectively.

(h) Stock Based Compensation Plans-Liability Awards

Liability awards are types of stock based compensation that can be settled in cash (not shares). As such, the amount of compensation expense to be paid at the time of settlement is included in accrued expenses and other liabilities in the Consolidated Statement of Condition. The Company granted both service based and performance based liability awards in 2014, 2013 and 2012.

The activity for service based awards during 2014 was as follows:

Restricted share units

   
Outstanding
 
   
Units
 
     
     
Balance, December 31, 2013
   
133,750
 
New awards granted
   
68,650
 
Awards settled
   
-
 
Balance, December 31, 2014
   
202,400
 

Service Based Awards: During 2014, 2013 and 2012, the Company issued restricted share units to certain eligible officers, executives and its board of directors. The restricted share units do not hold voting powers, nor are they eligible for common stock dividends, and become 100% vested after three years based upon a cliff-vesting schedule. Upon issuance, the fair value of these awards is the fair value of the Company’s common stock on the grant date. Thereafter, the amount of compensation expense recognized, is based on the fair value of the Company’s stock.

During 2014, 2013 and 2012, the Company recognized approximately $352 thousand, $230 thousand and $23 thousand, respectively, in stock based compensation expense related to these awards. Unrecognized stock-based compensation expense related to the outstanding restricted share units totaled $864 thousand at December 31, 2014. At December 31, 2014 all of the awards were unvested. The weighted average period over which the unrecognized expense is expected to be recognized was approximately 26 months as of December 31, 2014.

The liability related to service based liability awards totaled $605 thousand and $253 thousand at December 31, 2014 and 2013, respectively.
 

80



The activity for performance based awards during 2014 was as follows:

Performance share units

   
Outstanding
 
   
Units
 
     
     
Balance, December 31, 2013
   
146,500
 
New awards granted
   
83,000
 
Awards settled
   
-
 
Balance, December 31, 2014
   
229,500
 

Performance Based Awards: During 2014, 2013 and 2012, the Company issued performance share units to certain eligible officers and executives. These units do not hold voting powers, nor are they eligible for common stock dividends, and become 100% vested after three years based upon a cliff-vesting schedule. Upon issuance, fair value of these units was the fair value of the Company’s common stock on the grant date. Thereafter, the amount of compensation expense recognized is based upon the Company’s achievement of certain performance criteria in accordance with Plan provisions as well as the fair value of the Company’s stock.

For units granted in 2013 and 2012, the Company expects to exceed its required performance criteria and therefore has adjusted its calculation for the increased number of units that would be settled in cash upon vesting. For units granted in 2014, the Company expects to meet its required performance criteria. During 2014, 2013 and 2012, the Company recognized approximately $490 thousand, $239 thousand and $19 thousand, respectively, in stock based compensation expense related to these units. Unrecognized stock-based compensation expense related to the outstanding performance share units totaled $1.2 million at December 31, 2014. At December 31, 2014 all of the units were unvested. The weighted average period over which the unrecognized expense is expected to be recognized was approximately 26 months as of December 31, 2014.

The liability related to performance based liability awards totaled $748 thousand and $258 thousand at December 31, 2014 and 2013, respectively.

(i) Stock and Liability Based Compensation Expense

Total compensation expense totaled $1.2 million, $847 thousand and $447 thousand in 2014, 2013 and 2012, respectively, related to the 2010 and 2004 TrustCo Bank Corp NY Stock Option Plans.

Of the $1.2 million of stock based compensation expense recognized in 2014, $870 thousand related to liability awards as they may be settled in cash instead of shares, while the remaining $325 thousand related to equity awards.

Of the $847 thousand of stock based compensation expense recognized in 2013, $469 thousand related to liability awards as they may be settled in cash instead of shares, while the remaining $378 thousand related to equity awards.

Of the $447 thousand of stock based compensation expense recognized in 2012, $42 thousand related to liability awards as they may be settled in cash instead of shares, while the remaining $405 thousand related to equity awards.

Stock-based compensation expense is recognized ratably over the vesting period for all awards. Income tax benefits recognized in the accompanying consolidated statements of income related to stock-based compensation in 2014, 2013 and 2012 was approximately $478 thousand, $296 thousand and $156 thousand, respectively.
 

81


 
(10) Commitments and Contingent Liabilities

(a) Leases

The Bank leases certain banking premises. These leases are accounted for as operating leases with minimum rental commitments in the amounts presented below. The majority of these leases contain options to renew.

(dollars in thousands)
   
2015
 
$
7,023
 
2016
   
6,824
 
2017
   
6,509
 
2018
   
6,249
 
2019
   
6,130
 
2020 and after
   
40,840
 
   
$
73,575
 

(b) Litigation

Existing litigation arising in the normal course of business is not expected to result in any material loss to the Company.

(c) Outsourced Services

The Company contracted with third-party service providers to perform certain banking functions. The outsourced services include data and item processing for the Bank and trust operations. The service expense can vary based upon the volume and nature of transactions processed. Outsourced service expense was $5.4 million for 2014 and $5.1 million for both 2013 and 2012. The Company is contractually obligated to pay these third-party service providers approximately $5 to $6 million per year through 2019.

(11) Earnings Per Share

The Company computes earnings per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share (“ASC 260”). TrustCo adopted FASB Staff Position on Emerging Issues Task Force 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, as codified in FASB ASC 260-10 (“ASC 260-10”), which clarified that unvested share-based payment awards that contain nonforfeitable rights to receive dividends or divided equivalents (whether paid or unpaid) are participating securities, and thus, should be included in the two-class method of computing earnings per share (“EPS”). Participating securities under this statement include the unvested employees’ and directors’ restricted stock awards with time-based vesting, which receive nonforfeitable dividend payments.
 

82


 
A reconciliation of the component parts of earnings per share for 2014, 2013 and 2012 follows:
 
(dollars in thousands, except per share data)
           
   
2014
   
2013
   
2012
 
For the years ended December 31:
           
Net income
 
$
44,193
     
39,812
     
37,534
 
Less: Net income allocated to participating securities
   
43
     
45
     
43
 
Net income allocated to common shareholders
 
$
44,150
     
39,767
     
37,491
 
Basic EPS:
                       
Distributed earnings allocated to common stock
 
$
24,866
     
24,745
     
24,607
 
Undistributed earnings allocated to common stock
   
19,284
     
15,022
     
12,884
 
Net income allocated to common shareholders
 
$
44,150
     
39,767
     
37,491
 
Weighted average common shares outstanding including participating securities
   
94,721
     
94,266
     
93,739
 
Less: Participating securities
   
93
     
106
     
106
 
Weighted average common shares
   
94,628
     
94,160
     
93,633
 
Basic EPS
 
$
0.467
     
0.422
     
0.400
 
                         
Diluted EPS:
                       
Net income allocated to common shareholders
 
$
44,150
     
39,767
     
37,491
 
Weighted average common shares for basic EPS
   
94,628
     
94,160
     
93,633
 
Effect of Dilutive Securities:
                       
Stock Options
   
125
     
46
     
4
 
Weighted average common shares including potential dilutive shares
   
94,753
     
94,206
     
93,637
 
                         
Diluted EPS
 
$
0.466
     
0.422
     
0.400
 

As of December 31, 2014, 2013 and 2012, the weighted average number of antidilutive stock options excluded from diluted earnings per share was approximately 2.3 million, 2.5 million, and 2.9 million, respectively. The stock options are antidilutive because the strike price is greater than the average fair value of the Company’s common stock for the periods presented.

(12) Off-Balance Sheet Financial Instruments

Loan commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require a fee. Commitments sometimes expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. These arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to the Bank’s normal credit policies, including obtaining collateral. The Bank’s maximum exposure to credit loss for loan commitments, including unused lines of credit, at December 31, 2014 and 2013, was $446.7 million and $430.3 million, respectively. Approximately 80% and 79% of these commitments were for variable rate products at the end of 2014 and 2013, respectively.

The Company does not issue any guarantees that require liability-recognition or disclosure, other than its standby letters of credit. The Company has issued conditional commitments in the form of standby letters of credit to guarantee payment on behalf of a customer and 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 $8.0 million and $6.5 million at December 31, 2014 and 2013, respectively, and represent the maximum potential future payments the Company could be required to make. Typically, these instruments have terms of 12 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 December 31, 2014 and 2013 was insignificant.
 
83



No losses are anticipated as a result of loan commitments or standby letters of credit.

(13) Fair Value of Financial Instruments

Fair value measurements (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices or similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the value that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate the fair value of assets and liabilities:

Securities Available for Sale: The fair value of securities available for sale are determined utilizing an independent pricing service for identical assets or significantly similar securities. The pricing service uses a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows. This results in a Level 2 classification of the inputs for determining fair value. Interest and dividend income is recorded on the accrual method and included in the income statement in the respective investment class under total interest income. Also classified as available for sale securities are equity securities where fair value is determined by quoted market prices and these are designated as Level 1. The Company does not have any securities that would be designated as level 3.

Other Real Estate Owned: Assets acquired through loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process to adjust for differences between the comparable sales and income data available. This results in a Level 3 classification of the inputs for determining fair value.

Impaired Loans: At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Impaired loans carried at fair value generally have had a chargeoff through the allowance for loan losses. For collateral dependent loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process to adjust for differences between the comparable sales and income data available. Such adjustments may be significant and typically result in a Level 3 classification of the inputs for determining fair value. When obtained, non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Indications of value for both collateral-dependent impaired loans and other real estate owned are obtained from third party providers or the Company’s internal Appraisal Department. All indications of value are reviewed for reasonableness by a member of the Appraisal Department for the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value via comparison with independent data sources such as recent market data or industry-wide statistics.
 
84

 
Assets and liabilities measured at fair value under ASC 820 on a recurring basis are summarized below:
 
 
 
Fair Value Measurements at
December 31, 2014 Using:
 
 
 
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
 
   
   
   
 
Securities available for sale:
 
   
   
   
 
U.S. government sponsored enterprises
 
$
77,800
     
-
     
77,800
     
-
 
State and political subdivisions
   
2,271
     
-
     
2,271
     
-
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
483,560
     
-
     
483,560
     
-
 
Corporate bonds
   
1,500
     
-
     
1,500
     
-
 
Small Business Administration- guaranteed participation securities
   
100,496
     
-
     
100,496
     
-
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,447
     
-
     
10,447
     
-
 
Other securities
   
685
     
35
     
650
     
-
 
Total securities available for sale
 
$
676,759
     
35
     
676,724
     
-
 
 
   
Fair Value Measurements at
December 31, 2013 Using:
 
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
               
Securities available for sale:
               
U.S. government sponsored enterprises
 
$
198,829
     
-
     
198,829
     
-
 
State and political subdivisions
   
7,758
     
-
     
7,758
     
-
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
532,449
     
-
     
532,449
     
-
 
Corporate bonds
   
10,471
     
-
     
10,471
     
-
 
Small Business Administration- guaranteed participation securities
   
103,029
     
-
     
103,029
         
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,558
     
-
     
10,558
     
-
 
Other securities
   
660
     
10
     
650
     
-
 
Total securities available for sale
 
$
863,754
     
10
     
863,744
     
-
 

There were no transfers between Level 1 and Level 2 in 2014 and 2013.
 

85

 
Assets measured at fair value on a non-recurring basis are summarized below:

   
Fair Value Measurements at
December 31, 2014 Using:
 
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
               
                 
Other real estate owned
 
$
6,441
     
-
     
-
     
6,441
 
Impaired Loans:
                               
Commercial real estate
   
206
     
-
     
-
     
206
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
2,627
     
-
     
-
     
2,627
 
Home Equity Lines of Credit
   
810
     
-
     
-
     
810
 

   
Fair Value Measurements at
December 31, 2013 Using:
 
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
               
                 
Other real estate owned
 
$
8,729
     
-
     
-
     
8,729
 
Impaired Loans:
                               
Commercial real estate
   
1,802
     
-
     
-
     
1,802
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
2,425
     
-
     
-
     
2,425
 
Home Equity Loans
   
48
     
-
     
-
     
48
 
Home Equity Lines of Credit
   
810
     
-
     
-
     
810
 

Other real estate owned, which is carried at fair value less costs to sell, approximates $6.4 million at December 31, 2014 and consisted of $2.2 million of commercial real estate and $4.2 million of residential real estate properties. A valuation charge of $2.0 million is included in earnings for the year ended December 31, 2014.

Of the total impaired loans of $26.5 million at December 31, 2014, $3.6 million are collateral dependent and are carried at fair value measured on a non-recurring basis. Due to the sufficiency of charge-offs taken on these loans and the adequacy of the underlying collateral, there were no specific valuation allowances for these loans at December 31, 2014. Gross charge-offs related to commercial impaired loans included in the table above were $17 thousand for the year ended December 31, 2014, while gross charge-offs related to residential impaired loans included in the table above amounted to $349 thousand.

Other real estate owned, which is carried at fair value less costs to sell, approximates $8.7 million at December 31, 2013 and consisted of $5.0 million of commercial real estate and $3.7 million of residential real estate properties. A valuation charge of $2.2 million is included in earnings for the year ended December 31, 2013.

Of the total impaired loans of $29.3 million at December 31, 2013, $5.1 million are collateral dependent and are carried at fair value measured on a non-recurring basis. Due to the sufficiency of charge-offs taken on these loans and the adequacy of the underlying collateral, there were no specific valuation allowances for these loans at December 31, 2013. Gross charge-offs related to commercial impaired loans included in the table above were $761 thousand for the year ended December 31, 2013, while gross charge-offs related to residential impaired loans included in the table above amounted to $534 thousand.
 

86

 
In accordance with ASC 825, the carrying amounts and estimated fair values of financial instruments, at December 31, 2014 and 2013 are as follows:

(dollars in thousands)
     
Fair Value Measurements at
December 31, 2014 Using:
 
   
Carrying
Value
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial assets:
                   
Cash and cash equivalents
 
$
671,448
     
671,448
     
-
     
-
     
671,448
 
Securities available for sale
   
676,759
     
35
     
676,724
     
-
     
676,759
 
Held to maturity securities
   
70,946
     
-
     
75,342
     
-
     
75,342
 
Federal Reserve Bank and Federal
                                       
Home Loan Bank stock
   
9,228
     
N/A
 
   
N/A
   
N/A
 
   
N/A
 
Net loans
   
3,112,005
     
-
     
-
     
3,171,005
     
3,171,005
 
Accrued interest receivable
   
10,800
     
30
     
2,694
     
8,076
     
10,800
 
Financial liabilities:
                                       
Demand deposits
   
331,425
     
331,425
     
-
     
-
     
331,425
 
Interest bearing deposits
   
3,700,816
     
2,537,583
     
1,163,245
     
-
     
3,700,828
 
Short-term borrowings
   
189,116
     
-
     
189,116
     
-
     
189,116
 
Accrued interest payable
   
548
     
100
     
448
     
-
     
548
 

(dollars in thousands)
     
Fair Value Measurements at
December 31, 2013 Using:
 
   
Carrying
Value
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial assets:
                   
Cash and cash equivalents
 
$
583,044
     
583,044
     
-
     
-
     
583,044
 
Securities available for sale
   
863,754
     
10
     
863,744
     
-
     
863,754
 
Held to maturity securities
   
86,215
     
-
     
90,305
     
-
     
90,305
 
Federal Reserve Bank and Federal
                                     
Home Loan Bank stock
   
10,500
     
N/A
 
   
N/A
 
   
N/A
 
   
N/A
 
Net loans
   
2,861,095
     
-
     
-
     
2,910,940
     
2,910,940
 
Accrued interest receivable
   
11,198
     
-
     
3,452
     
7,746
     
11,198
 
Financial liabilities:
                                       
Demand deposits
   
318,456
     
318,456
     
-
     
-
     
318,456
 
Interest bearing deposits
   
3,608,615
     
2,477,567
     
1,132,025
     
-
     
3,609,592
 
Short-term borrowings
   
204,162
     
-
     
204,162
     
-
     
204,162
 
Accrued interest payable
   
468
     
101
     
367
     
-
     
468
 

The specific estimation methods and assumptions used can have a substantial impact on the resulting fair values of financial instruments. Following is a brief summary of the significant methods and assumptions used in estimating fair values:

Cash and Cash Equivalents

The carrying values of these financial instruments approximate fair values and are classified as level 1.

Federal Reserve Bank and Federal Home Loan Bank stock

It is not practical to determine the fair value of Federal Reserve Bank and Federal Home Loan Bank stock due to their restrictive nature.
 

87

 
Securities Held to Maturity

Similar to securities available for sale described previously, the fair value of securities held to maturity are determined utilizing an independent pricing service for identical assets or significantly similar securities. The pricing service uses a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows. This results in a Level 2 classification of the inputs for determining fair value. Interest and dividend income is recorded on the accrual method and included in the income statement in the respective investment class under total interest income. The Company does not have any securities that would be designated as level 3.

Loans

The fair values of all loans are estimated using discounted cash flow analyses with discount rates equal to the interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

Deposit Liabilities

The fair values disclosed for noninterest bearing demand deposits, interest bearing checking accounts, savings accounts, and money market accounts are, by definition, equal to the amount payable on demand at the balance sheet date resulting in a level 1 classification. The carrying value of all variable rate certificates of deposit approximates fair value resulting in a level 2 classification. The fair value of fixed rate certificates of deposit is estimated using discounted cash flow analyses with discount rates equal to the interest rates currently being offered on certificates of similar size and remaining maturity resulting in a level 2 classification.

Accrued Interest Receivable/Payable

The carrying amounts of accrued interest approximate fair value resulting in a Level 1, Level 2 or Level 3 classification consistent with the asset or liability that they are associated with.

Short-Term Borrowings and Other Financial Instruments

The fair value of all short-term borrowings, and other financial instruments approximates the carrying value resulting in a level 2 classification.

Financial Instruments with Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk. Such financial instruments consist of commitments to extend financing and standby letters of credit. If the commitments are exercised by the prospective borrowers, these financial instruments will become interest earning assets of the Company. If the commitments expire, the Company retains any fees paid by the prospective borrower. The fair value of commitments is estimated based upon fees currently charged to enter into similar agreements, taking into consideration the remaining terms of the agreements and the present creditworthiness of the borrower. For fixed rate commitments, the fair value estimation takes into consideration an interest rate risk factor. The fair value of these off-balance sheet items approximates the recorded amounts of the related fees, which are considered to be immaterial.

The Company does not engage in activities involving interest rate swaps, forward placement contracts, or any other instruments commonly referred to as derivatives.

(14) Regulatory Capital Requirements

  The Bank is subject to regulatory capital requirements. Under the tangible, core/leverage and risk-based requirements in effect at December 31, 2014 and 2013, Trustco Bank was required to maintain a minimum tangible capital of 1.50% of adjusted total assets, a minimum leverage ratio of core capital to adjusted total assets of 4.00% and a minimum ratio of total capital to risk weighted assets of 8.00%.

In July 2013, the federal bank regulatory agencies, including the Company’s primary federal regulator, the Board of Governors of the Federal Reserve System, and the Bank’s primary federal regulator, the Office of the Comptroller of the Currency, published final rules establishing a new comprehensive capital framework for U.S. banks and bank holding companies. The final rules include a new common equity Tier 1 capital to risk-weighted assets ratio of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The rules also raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% and require a minimum leverage ratio of 4.0%.
 
88

 
The new rules are effective for the Company and the Bank on January 1, 2015, with full compliance with all of the final rule’s requirements phased in over a multi-year schedule. The Company has not previously been subject to express regulatory capital requirements.

Federal banking regulations also establish a “prompt corrective action” capital framework for the classification of insured depository institutions, such as Trustco Bank, and their holdings companies into five categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized.  The federal banking agencies are required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized institution or its holding company. Such actions could have a direct material effect on an institution’s or its holding company’s financial statements. Under the prompt corrective action rules in effect for the years ended December 31, 2014 and December 31, 2013, an institution was considered well capitalized if it had a leverage capital ratio of at least 5.00%, a Tier 1 risk-based capital ratio of at least 6.00%, and a total risk-based capital ratio of at least 10.00%. An institution was adequately capitalized if it had a leverage ratio of at least 4.00% (3.00% for the most highly rated institutions); a Tier 1 risk-based capital ratio of 4.00% or greater and a total risk-based capital ratio of 8.00% or greater.

The new capital rules described also revise the prompt corrective action regulations effective January 1, 2015. Generally, under the standards in effect commencing on January 1, 2015, an institution is considered well capitalized if it has a leverage capital ratio of at least 5.00%, a common equity Tier 1 risk-based capital ratio of at least 6.50%, a Tier 1 risk-based capital ratio of at least 8.00%, and a total risk-based capital ratio of at least 10.00%. An institution is adequately capitalized if it has a leverage ratio of at least 4.00%; a common equity Tier 1 risk-based capital ratio of at least 4.50%, a Tier 1 risk-based capital ratio of 4.00% or greater and a total risk-based capital ratio of 8.00% or greater. An institution is “undercapitalized” if it does not achieve the ratios to be considered to be adequately captitalized.

The foregoing capital ratios are based on specific quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by the regulator about capital components, risk weighting and other factors.

As of December 31, 2014 and 2013, Trustco Bank met all capital adequacy requirements to which it was subject. Further, the most recent regulator notification categorized the Bank as a well-capitalized institution. There have been no conditions or events since that notification that management believes have changed the Bank’s capital classification under the new rules.

The following is a summary of actual capital amounts and ratios as of December 31, 2014 and 2013, for Trustco Bank:

(dollars in thousands)
 
As of December 31, 2014
   
Well
   
Adequately
 
   
Amount
   
Ratio
   
Capitalized*
   
Capitalized*
 
                 
Tier 1 (core) capital
 
$
386,913
     
8.33
%
   
5.00
%
   
4.00
%
Tier 1 risk-based capital
   
386,913
     
16.60
     
6.00
     
4.00
 
Total risk-based capital
   
416,269
     
17.86
     
10.00
     
8.00
 

(dollars in thousands)
 
As of December 31, 2013
   
Well
   
Adequately
 
   
Amount
   
Ratio
   
Capitalized*
   
Capitalized*
 
                 
Tier 1 (core) capital
 
$
365,954
     
8.07
%
   
5.00
%
   
4.00
%
Tier 1 risk-based capital
   
365,954
     
16.34
     
6.00
     
4.00
 
Total risk-based capital
   
394,200
     
17.60
     
10.00
     
8.00
 

*Regulatory minimum requirements to be considered to be Well Capitalized and Adequately Capitalized

 

89

The following is a summary of actual capital amounts and ratios as of December 31, 2014 and 2013 for TrustCo on a consolidated basis, with the calculations done on the same basis as for Trustco Bank.
 
(dollars in thousands)
 
As of December 31, 2014
 
   
Amount
   
Ratio
 
         
Leverage capital
 
$
397,400
     
8.55
%
Tier 1 risk-based capital
   
397,400
     
17.04
 
Total risk-based capital
   
426,770
     
18.30
 
             
 
 
                 
(dollars in thousands)
 
As of December 31, 2013
 
   
Amount
   
Ratio
 
                 
Leverage capital
 
$
375,063
     
8.27
%
Tier 1 risk-based capital
   
375,063
     
16.74
 
Total risk-based capital
   
403,317
     
18.00
 
 
90

 
(15) Accumulated Other Comprehensive (Loss) Income

The following is a summary of the accumulated other comprehensive (loss) income balances, net of tax:

(dollars in thousands)
   Year ended 12/31/14  
   
Balance at
12/31/2013
   
Other
Comprehensive
Income (loss)-
Before
Reclassifications
   
Amount
reclassified
from Accumulated
Other Comprehensive
Income
   
Other
Comprehensive
Income (loss)-
Year
ended 12/31/14
   
Balance at
12/31/2014
 
                     
Net unrealized holding gain (loss) on securities available for sale, net of tax
 
$
(18,078
)
   
14,815
     
(430
)
   
14,385
     
(3,693
)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
3,843
     
(5,031
)
   
-
     
(5,031
)
   
(1,188
)
Net change in net actuarial loss and prior service credit on pension and postretirement benefit plans, net of tax
   
432
     
-
     
(60
)
   
(60
)
   
372
 
Accumulated other comprehensive income (loss), net of tax
   
(13,803
)
   
9,784
     
(490
)
   
9,294
     
(4,509
)

(dollars in thousands)
   Year ended 12/31/13  
   
Balance at
12/31/2012
   
Other
Comprehensive
Income (loss)-
Before
Reclassifications
   
Amount
reclassified
from Accumulated
Other Comprehensive
Income
   
Other
Comprehensive
Income (loss)-
Year
ended 12/31/13
   
Balance at
12/31/2013
 
                     
Net unrealized holding gain (loss) on securities available for sale, net of tax
 
$
3,755
     
(20,860
)
   
(973
)
   
(21,833
)
   
(18,078
)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
(2,506
)
   
6,349
     
-
     
6,349
     
3,843
 
Net change in net actuarial loss and prior service credit on pension and postretirement benefit plans, net of tax
   
309
     
-
     
123
     
123
     
432
 
Accumulated other comprehensive income (loss), net of tax
   
1,558
     
(14,511
)
   
(850
)
   
(15,361
)
   
(13,803
)

(dollars in thousands)
   Year ended 12/31/12  
   
Balance at
12/31/2011
   
Other
Comprehensive
Income (loss)-
Before
Reclassifications
   
Amount
reclassified
from Accumulated
Other Comprehensive
Income
   
Other
Comprehensive
Income (loss)-
Year
ended 12/31/12
   
Balance at
12/31/2012
 
                     
                     
Net unrealized holding gain (loss) on securities available for sale, net of tax
 
$
(1,018
)
   
6,070
     
(1,297
)
   
4,773
     
3,755
 
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
(1,758
)
   
(748
)
   
-
     
(748
)
   
(2,506
)
Net change in net actuarial loss and prior service credit on pension and postretirement benefit plans, net of tax
   
283
     
-
     
26
     
26
     
309
 
Accumulated other comprehensive income (loss), net of tax
 
$
(2,493
)
   
5,322
     
(1,271
)
   
4,051
     
1,558
 
 
91

 
The following represents the reclassifications out of accumulated other comprehensive income (loss) for the years ended December 31, 2014, 2013 and 2012:
 
(dollars in thousands)
 
Year Ended December 31,
 
   
2014
   
2013
   
2012
 
Unrealized gains (losses) on securities available for sale:
           
             
Realized gain on securities transactions
 
$
717
     
1,622
     
2,161
 
Income tax expense
   
(287
)
   
(649
)
   
(864
)
Net of tax
   
430
     
973
     
1,297
 
                         
Amortization of pension and postretirement benefit items:
                       
                         
Amortization of net actuarial loss
   
297
     
(467
)
   
(306
)
Amortization of prior service credit
   
(199
)
   
262
     
262
 
Income tax benefit
   
(38
)
   
82
     
18
 
Net of tax
   
60
     
(123
)
   
(26
)
Total reclassifications, net of tax $
490
     
850
     
1,271
 
 
(16) Building Held for Sale

During 2013, Trustco entered into an agreement to sell a building that was to be used as the regional operations center in Florida to a third party purchaser for approximately $5.0 million. As of December 31, 2013, the carrying value of the building was approximately $3.2 million and the building was held for sale and included in Other Assets in the Consolidated Statement of Financial Condition. The sale occurred during 2014 and the Company recognized a gain of $1.6 million, which is included in other noninterest income in the Consolidated Statement of Income.
 
 (17) Recent Accounting Pronouncements

In January 2014, the FASB amended existing guidance to clarify when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate recognized. These amendments clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure, or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additional disclosures are required. These amendments are effective for public business entities for annual periods and interim periods within those annual periods beginning after December 15, 2014. The adoption of this standard will not have a material effect on the Company’s operating results or financial condition.

In May 2014 the FASB amended existing guidance related to revenue from contracts with customers. This amendment supersedes and replaces nearly all existing revenue recognition guidance, including industry-specific guidance, establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In addition, this amendment specifies the accounting for some costs to obtain or fulfill a contract with a customer. These amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The amendments should be applied retrospectively to all periods presented or retrospectively with the cumulative effect recognized at the date of initial application. The Company is currently evaluating the impact of this new accounting standard on the consolidated financial statements.
 
92

 
(18) Parent Company Only

The following statements pertain to TrustCo Bank Corp NY (Parent Company):

(dollars in thousands)
 
Year Ended December 31,
 
Income:
 
2014
   
2013
   
2012
 
             
Dividends and interest from subsidiaries
 
$
24,499
     
24,491
     
24,475
 
Miscellaneous income
   
18
     
-
     
-
 
Total income
   
24,517
     
24,491
     
24,475
 
Expense:
                       
Operating supplies
   
50
     
81
     
105
 
Professional services
   
557
     
491
     
296
 
Miscellaneous expense
   
1,350
     
1,042
     
737
 
Total expense
   
1,957
     
1,614
     
1,138
 
Income before income taxes and subsidiaries' undistributed earnings
   
22,560
     
22,877
     
23,337
 
Income tax benefit
   
(663
)
   
(548
)
   
(364
)
                       
Income before subsidiaries' undistributed earnings
   
23,223
     
23,425
     
23,701
 
                       
Equity in undistributed earnings of subsidiaries
   
20,970
     
16,387
     
13,833
 
Net income
 
$
44,193
     
39,812
     
37,534
 

Statements of Condition
       
(dollars in thousands)
 
As of December 31,
 
Assets:
 
2014
   
2013
 
Cash in subsidiary bank
 
$
17,034
     
15,263
 
Investments in subsidiaries
   
382,968
     
352,717
 
Securities available for sale
   
35
     
10
 
Other assets
   
918
     
227
 
Total assets
   
400,955
     
368,217
 
Liabilities and shareholders' equity:
               
Accrued expenses and other liabilities
   
7,511
     
6,404
 
Total liabilities
   
7,511
     
6,404
 
Shareholders' equity
   
393,444
     
361,813
 
Total liabilities and shareholders' equity
 
$
400,955
     
368,217
 
 
 
93

 
Statements of Cash Flows
           
             
(dollars in thousands)
 
Year Ended December 31,
 
   
2014
   
2013
   
2012
 
Increase/(decrease) in cash and cash equivalents:
           
Cash flows from operating activities:
           
Net income
 
$
44,193
     
39,812
     
37,534
 
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Equity in undistributed earnings of subsidiaries
   
(20,970
)
   
(16,387
)
   
(13,833
)
Stock based compensation expense
   
325
     
378
     
405
 
Net change in other assets and accrued expenses
   
388
     
277
     
(158
)
Total adjustments
   
(20,257
)
   
(15,732
)
   
(13,586
)
Net cash provided by operating activities
   
23,936
     
24,080
     
23,948
 
Cash flows from investing activities:
                       
Purchases of securities available for sale
   
(25
)
   
-
     
-
 
Net cash used in investing activities
   
(25
)
   
-
     
-
 
Cash flows from financing activities:
                       
Proceeds from exercise of stock options and related tax benefits
   
131
     
36
     
-
 
Dividends paid
   
(24,839
)
   
(24,711
)
   
(24,574
)
Payments to acquire treasury stock
   
(282
)
   
-
     
-
 
Proceeds from sales of treasury stock
   
2,850
     
2,908
     
2,913
 
                         
Net cash used in financing activities
   
(22,140
)
   
(21,767
)
   
(21,661
)
                         
Net increase in cash and cash equivalents
   
1,771
     
2,313
     
2,287
 
                         
Cash and cash equivalents at beginning of year
   
15,263
     
12,950
     
10,663
 
                         
Cash and cash equivalents at end of year
 
$
17,034
     
15,263
     
12,950
 
 

94

 
Branch Locations
 
New York
   
     
Airmont Office
Brunswick Office
East Greenbush Office
327 Route 59 East
740 Hoosick Rd.
501 Columbia Tpk.
Airmont, NY
Troy, NY
Rensselaer, NY
Telephone: (845) 357-2435
Telephone: (518) 272-0213
Telephone: (518) 479-7233
     
Altamont Ave. Office
Campbell West Plaza Office
Elmsford Office
1400 Altamont Ave.
141 West Campbell Rd.
100 Clearbrook Rd.
Schenectady, NY
Rotterdam, NY
Elmsford, NY
Telephone: (518) 356-1317
Telephone: (518) 377-2393
Telephone: (914) 345-1808
     
Altamont Ave. West Office
Central Ave. Office
Exit 8/Crescent Rd. Office
1900 Altamont Ave.
40 Central Ave.
1532 Crescent Rd.
Rotterdam, NY
Albany, NY
Clifton Park, NY
Telephone: (518) 355-1900
Telephone: (518) 426-7291
Telephone: (518) 383-0039
     
Amsterdam Office
Chatham Office
Exit 11 Office
4931 Route 30
193 Hudson Ave.
43 Round Lake Rd.
Amsterdam, NY
Chatham, NY
Ballston Lake, NY
Telephone: (518) 842-5459
Telephone: (518) 392-0031
Telephone: (518) 899-1558
     
Ardsley Office
Clifton Country Road Office
Fishkill Office
33-35 Center St.
7 Clifton Country Rd.
1545 Route 52
Ardsley, NY
Clifton Park, NY
Fishkill, NY
Telephone: (914) 693-3254
Telephone: (518) 371-5002
Telephone: (845) 896-8260
     
Ballston Spa Office
Clifton Park Office
Freemans Bridge Rd. Office
235 Church Ave.
1018 Route 146
1 Sarnowski Dr.
Ballston Spa, NY
Clifton Park, NY
Glenville, NY
Telephone: (518) 885-1561
Telephone: (518) 371-8451
Telephone: (518) 344-7510
     
Balltown Road Office
Cobleskill Office
Glenmont Office
1475 Balltown Rd.
104 Merchant Pl.
380 Route 9W
Niskayuna, NY
Cobleskill, NY
Glenmont, NY
Telephone: (518) 377-2460
Telephone: (518) 254-0290
Telephone: (518) 449-2128
     
Brandywine Office
Colonie Office
Glens Falls Office
1048 State St.
1892 Central Ave.
100 Glen St.
Schenectady, NY
Albany, NY
Glens Falls, NY
Telephone: (518) 346-4295
Telephone: (518) 456-0041
Telephone: (518) 798-8131
     
Briarcliff Manor Office
Crestwood Plaza Office
Greenwich Office
75 North State Rd.
415 Whitehall Rd.
131 Main St.
Briarcliff Manor, NY
Albany, NY
Greenwich, NY
Telephone: (914) 762-7133
Telephone: (518) 482-0693
Telephone: (518) 692-2233
     
Bronxville Office
Delmar Office
Guilderland Office
5-7 Park Place
167 Delaware Ave.
3900 Carman Rd.
Bronxville, NY
Delmar, NY
Schenectady, NY
Telephone: (914) 771-4180
Telephone: (518) 439-9941
Telephone: (518) 355-4890
 
95

 
Halfmoon Office
Madison Ave. Office
Newton Plaza Office
215 Guideboard Rd.
1084 Madison Ave.
602 New Loudon Rd.
Country Dollar Plaza
Albany, NY
Latham, NY
Halfmoon, NY
Telephone: (518) 489-4711
Telephone: (518) 786-3687
Telephone: (518) 371-0593
 
 
 
Malta 4 Corners Office
Niskayuna-Woodlawn Office
Hartsdale Office
2471 Route 9
3461 State St.
220 East Hartsdale Ave.
Malta, NY
Schenectady, NY
Hartsdale, NY
Telephone: (518) 899-1056
Telephone: (518) 377-2264
Telephone: (914) 722-2640
 
 
 
Mamaroneck Office
Northern Pines Road Office
Highland Office
180-190 East Boston Post Rd.
649 Maple Ave.
3580 Route 9W
Mamaroneck, NY
Saratoga Springs, NY
Highland, NY
Telephone: (914) 777-3023
Telephone: (518) 583-2634
Telephone: (845) 691-7023
 
 
 
Mayfair Office
Nyack Office
Hoosick Falls Office
286 Saratoga Rd.
21 Route 59
47 Main St.
Glenville, NY
Nyack, NY
Hoosick Falls, NY
Telephone: (518) 399-9121
Telephone: (845) 353-2035
Telephone: (518) 686-5352
 
 
 
Mechanicville Office
Peekskill Office
Hudson Office
9 Price Chopper Plaza
20 Welcher Ave.
507 Warren St.
Mechanicville, NY
Peekskill, NY
Hudson, NY
Telephone: (518) 664-1059
Telephone: (914) 739-1839
Telephone: (518) 828-9434
 
 
 
Milton Office
Pelham Office
Hudson Falls Office
2 Trieble Ave.
132 Fifth Ave.
3750 Burgoyne Ave.
Ballston Spa, NY
Pelham, NY
Hudson Falls, NY
Telephone: (518) 885-0498
Telephone: (914) 632-1983
Telephone: (518) 747-0886
 
 
 
Monroe Office
Pomona Office
Katonah Office
791 Route 17M
1581 Route 202
18 Woods Bridge Road
Monroe, NY
Pomona, NY
Katonah, NY
Telephone: (845) 782-1100
Telephone: (845) 354-0176
Telephone: (914) 666-6230
 
 
 
Mont Pleasant Office
Poughkeepsie Office
Kingston Office
959 Crane St.
2656 South Rd.
1220 Ulster Ave.
Schenectady, NY
Poughkeepsie, NY
Kingston, NY
Telephone: (518) 346-1267
Telephone: (845) 485-6419
Telephone: (845) 336-5372
 
 
 
Mt. Kisco Office
Queensbury Office
Lake George Office
222 East Main St.
118 Quaker Rd.
2160 Route 9L
Mt. Kisco, NY
Suite 1
Lake George, NY
Telephone: (914) 666-2362
Queensbury, NY
Telephone: (518) 668-2352
 
Telephone: (518) 798-7226
 
New City Office
 
Latham Office
20 Squadron Blvd.
Red Hook Office
1 Johnson Rd.
New City, NY
4 Morgans Way
Latham, NY
Telephone: (845) 634-4571
Red Hook, NY
Telephone: (518) 785-0761
 
Telephone: (845) 752-2224
 
New Scotland Office
 
Loudon Plaza Office
301 New Scotland Ave.
Rotterdam Office
372 Northern Blvd.
Albany, NY
Curry Road Shopping Center
Albany, NY
Telephone: (518) 438-7838
Schenectady, NY
Telephone: (518) 462-6668
 
Telephone: (518) 355-8330
 
96

 
Route 2 Office
Stuyvesant Plaza Office
Wilton Mall Office
201 Troy-Schenectady Rd.
Western Ave. at Fuller Rd.
Route 50
Latham, NY
Albany, NY
Saratoga Springs, NY
Telephone: (518) 785-7155
Telephone: (518) 489-2616
Telephone: (518) 583-1716
 
 
 
Route 7 Office
Tanners Main Office
Wolf Road Office
1156 Troy-Schenectady Rd.
345 Main St.
34 Wolf Rd.
Latham, NY
Catskill, NY
Albany, NY
Telephone: (518) 785-4744
Telephone: (518) 943-2500
Telephone: (518) 458-7761
 
 
 
Saratoga Office
Tanners West Office
Wynantskill Office
34 Congress St.
238 West Bridge St.
134-136 Main St.
Saratoga Springs, NY
Catskill, NY
Wynantskill, NY
Telephone: (518) 587-3520
Telephone: (518) 943-5090
Telephone: (518) 286-2674
 
 
 
Schaghticoke Office
Troy Office
Florida
2 Main St.
5th Ave. and State St.
 
Schaghticoke, NY
Troy, NY
Alafaya Woods Office
Telephone: (518) 753-6509
Telephone: (518) 274-5420
1500 Alafaya Trl.
 
 
Oviedo, FL
Scotia Office
Union Street East Office
Telephone: (407) 359-5991
123 Mohawk Ave.
1700 Union St.
 
Scotia, NY
Schenectady, NY
Aloma Office
Telephone: (518) 372-9416
Telephone: (518) 382-7511
4070 Aloma Ave.
 
 
Winter Park, FL
Sheridan Plaza Office
Upper Union Street Office
Telephone: (407) 677-1969
1350 Gerling St.
1620 Union St.
 
Schenectady, NY
Schenectady, NY
Apollo Beach Office
Telephone: (518) 377-8517
Telephone: (518) 374-4056
205 Apollo Beach Blvd.
 
 
Apollo Beach, FL
Slingerlands Office
Ushers Road Office
Telephone: (813) 649-0460
1569 New Scotland Rd.
308 Ushers Rd.
 
Slingerlands, NY
Ballston Lake, NY
Apopka Office
Telephone: (518) 439-9352
Telephone: (518) 877-8069
1134 North Rock Springs Rd.
 
 
Apopka, FL
South Glens Falls Office
Valatie Office
Telephone: (407) 464-7373
133 Saratoga Rd.
2929 Route 9
 
Suite 1
Valatie, NY
Avalon Park Office
South Glens Falls, NY
Telephone: (518) 758-2265
3662 Avalon Park East Blvd.
Telephone: (518) 793-7668
 
Orlando, FL
 
Wappingers Falls Office
Telephone: (407) 380-2264
State Farm Road Office
1490 Route 9
 
2050 Western Ave.
Wappingers Falls, NY
BeeLine Center Office
Guilderland, NY
Telephone: (845) 298-9315
10249 South John Young Pkwy.
Telephone: (518) 452-6913
 
Suite 101
 
Warrensburg Office
Orlando, FL
State St. Albany Office
9 Lake George Plaza Rd.
Telephone: (407) 240-0945
112 State St.
Lake George, NY
 
Albany, NY
Telephone: (518) 623-3707
Beneva Village Office
Telephone: (518) 436-9043
 
5950 South Beneva Road
 
West Sand Lake Office
Sarasota, FL
State St. Schenectady - Main Office
3690 NY Route 43
Telephone: (941) 923-8269
320 State St.
West Sand Lake, NY
 
Schenectady, NY
Telephone: (518) 674-3327
 
Telephone: (518) 381-3831
 
 

97

 
Bradenton Office
Goldenrod Office
 
5858 Cortez Rd. West
7803 East Colonial Rd.
Maitland Office
Bradenton, FL
Suite 107
9400 US Route 17/92
Telephone: (941) 792-2604
Orlando, FL
Suite 101
 
Telephone: (407) 207-3773
Maitland, FL
 
Telephone: (407) 332-6071
Colonial Drive Office
4301 East Colonial Dr.
Juno Beach Office
Melbourne Office
Orlando, FL
14051 US Highway 1
2481 Croton Rd.
Telephone: (407) 895-6393
Juno Beach, FL
Melbourne, FL
 
Telephone: (561) 630-4521
Telephone: (321) 752 0446
Curry Ford Road Office
 
 
3020 Lamberton Blvd.
Lady Lake Office
Metro West Office
Suite 116
873 North US Highway 27/441
2619 S. Hiawasee Rd.
Orlando, FL
Lady Lake, FL
Orlando, FL
Telephone: (407) 277-9663
Telephone: (352) 205-8893
Telephone: (407) 293-1580
 
 
 
Curry Ford West Office
Lake Brantley Office
North Clermont Office
2838 Curry Ford Rd.
909 North SR 434
12302 Roper Blvd.
Orlando, FL
Altamonte Springs, FL
Clermont, FL
Telephone: (407) 893-9878
Telephone: (407) 339-3396
Telephone: (352) 243-2563
 
 
 
Davenport Office
Lake Mary Office
Orange City Office
2300 Deer Creek Commons Ln.
350 West Lake Mary Blvd.
902 Saxon Blvd.
Suite 600
Sanford, FL
Suite 101
Davenport, FL
Telephone: (407) 330-7106
Orange City, FL
Telephone: (863) 424-9493
 
Telephone: (386) 775-1392
 
 
Lake Nona Office
Ormond Beach Office
Dean Road Office
9360 Narcoossee Rd.
115 North Nova Rd.
3920 Dean Rd.
Orlando, FL
Ormond Beach, FL
Orlando, FL
(407) 801-7330
Telephone: (386) 256-3813
Telephone: (407) 657-8001
 
 
 
Lake Square Office
Osprey Office
Downtown Orlando Office
10105 Route 441
1300 South Tamiami Trl.
415 East Pine St.
Leesburg, FL
Osprey, FL
Orlando, FL
Telephone: (352) 323-8147
Telephone: (941) 918-9380
Telephone: (407) 422-7129
 
 
 
Lee Road Office
Oviedo Office
East Colonial Office
1084 Lee Rd.
1875 West County Rd. 419
12901 East Colonial Dr.
Suite 11
Suite 600
Orlando, FL
Orlando, FL
Oviedo, FL
Telephone: (407) 275-3075
Telephone: (407) 532-5211
Telephone: (407) 365-1145
 
 
 
Englewood Office
Lee Vista Office
Pleasant Hill Commons Office
2930 South McCall Rd.
8288 Lee Vista Blvd.
3307 South Orange Blossom Trl.
Englewood, FL
Suite E
Kissimmee, FL
Telephone: (941) 460-0601
Orlando, FL
Telephone: (407) 846-8866
 
Telephone: (321) 235-5583
 
Gateway Commons Office
 
 
1525 East Osceola Pkwy.
Leesburg Office
Port Orange Office
Suite 120
1330 Citizens Blvd.
3751 Clyde Morris Blvd.
Kissimmee, FL
Suite 101
Port Orange, FL
Telephone: (407) 932-0398
Leesburg, FL
Telephone: (386) 322-3730
 
Telephone: (352) 365-1305
 

98

 
Rinehart Road Office
Westwood Plaza Office
Lee Office
1185 Rinehart Rd.
4942 West State Route 46
43 Park St.
Sanford, FL
Suite 1050
Lee, MA
Telephone: (407) 268-3720
Sanford, FL
Telephone: (413) 243-4300
 
Telephone: (407) 321-4925
 
Sarasota Office
 
Pittsfield Office
2704 Bee Ridge Rd.
Windermere Office
1 Dan Fox Dr.
Sarasota, FL
2899 Maguire Rd.
Pittsfield, MA
Telephone: (941) 929-9451
Windermere, FL
Telephone: (413) 442-1330
 
Telephone: (407) 654-0498
 
South Clermont Office
 
New Jersey
16908 High Grove Blvd.
Winter Garden Office
 
Clermont, FL
16118 Marsh Rd.
Northvale Office
Telephone: (352) 243-9511
Winter Garden, FL
220 Livingston St.
 
Telephone: (407) 654-4609
Northvale, NJ
Stuart Office
 
Telephone: (201) 750-1501
951 SE Federal Highway
Winter Haven Office
 
Stuart, FL
7476 Cypress Gardens Blvd. Southeast
Ramsey Office
Telephone: (772) 286-4757
Winter Haven, FL
385 North Franklin Tpk.
 
Telephone: (863) 326-1918
Ramsey, NJ
Sun City Center
 
Telephone: (201) 934-1429
4441 Sun City Center
Winter Springs Office
 
Sun City Center, FL
851 East State Route 434
Vermont
Telephone: (813) 633-1468
Winter Springs, FL
 
 
Telephone: (407) 327-6064
Bennington Office
Sweetwater Office
 
215 North St.
671 North Hunt Club Rd.
Massachusetts
Bennington, VT
Longwood, FL
 
Telephone: (802) 447-4952
Telephone: (407) 774-1347
Allendale Office
 
 
5 Cheshire Rd.
 
Tuskawilla Road Office
Suite 18
 
1295 Tuskawilla Rd.
Pittsfield, MA
 
Suite 10
Telephone: (413) 236-8400
 
Winter Springs, FL
 
 
Telephone: (407) 695-5558
Great Barrington Office
 
 
326 Stockbridge Rd.
 
Venice Office
Great Barrington, MA
 
2057 South Tamiami Trl.
Telephone: (413) 644-0054
 
Venice, FL
 
Telephone: (941) 496-9100
 
 

99

 
OFFICERS
BOARD OF DIRECTORS
 
 
PRESIDENT AND
Dennis A. De Gennaro, President
CHIEF EXECUTIVE OFFICER
Camelot Associates Corporation
Robert J. McCormick
Commercial and Residential Construction
 
Joseph A. Lucarelli, President
EXECUTIVE VICE PRESIDENT AND
Traditional Builders
CHIEF OPERATING OFFICER
Residential Construction
Robert T. Cushing
Thomas O. Maggs, President
 
Maggs & Associates
EXECUTIVE VICE PRESIDENT AND
Insurance Agency
CHIEF BANKING OFFICER
Chairman, TrustCo Bank Corp NY
Scot R. Salvador
Anthony J. Marinello, M.D., Ph.D.
 
Physician
EXECUTIVE VICE PRESIDENT AND
Robert A. McCormick
SECRETARY
Retired Chairman
Robert M. Leonard
TrustCo Bank Corp NY
Robert J. McCormick,
SENIOR VICE PRESIDENT AND
President and Chief Executive Officer
TREASURER
TrustCo Bank Corp NY
Eric W. Schreck
William D. Powers, Partner
Powers & Co., LLC
SENIOR VICE PRESIDENT AND
Consulting
CHIEF FINANCIAL OFFICER
William J. Purdy, President
Michael M. Ozimek
Welbourne & Purdy Realty, Inc.
 
Real Estate
ASSISTANT SECRETARIES
 
Sharon J. Parvis
 
Thomas M. Poitras
 
   
Directors of TrustCo Bank Corp NY
 
are also Directors of Trustco Bank
 
 
HONORARY DIRECTORS
 
 
 
 
 
Lionel O. Barthold
James H. Murphy, D.D.S.
Edwin O. Salisbury
Nancy A. McNamara
Richard J. Murray, Jr.
William F. Terry
John S. Morris, Ph.D.
Anthony M. Salerno
 
 
100

 
Trustco Bank Officers
 
 
 
 
 
PRESIDENT AND CHIEF
 
 
EXECUTIVE OFFICER
 
 
Robert J. McCormick
 
 
 
 
 
EXECUTIVE VICE PRESIDENT
EXECUTIVE VICE PRESIDENT
EXECUTIVE VICE PRESIDENT
AND CHIEF OPERATING OFFICER
AND CHIEF BANKING OFFICER
Robert M. Leonard
Robert T. Cushing
Scot R. Salvador
 
 
 
 
ACCOUNTING/FINANCE
BRANCH ADMINISTRATION
FACILITIES/ GENERAL
Senior Vice President and Chief Financial Officer
Senior Vice President/
SERVICES
Michael M. Ozimek
Florida Regional President
Vice President
Vice President
Eric W. Schreck
Michelle L. Simmonds
Daniel R. Saullo
Regional Administrators
Officer
Interest Rate Risk Vice President
Amy E. Anderson
Joseph N. Marley
Kevin T. Timmons
Takla A. Awad
 
 
Clint M. Mallard
LENDING
APPRAISALS
Gloryvel Morales
Administrative Vice President
Officer
Zachary B. Ogden
Michael J. Lofrumento
Lara Ann Gough
Assistant Vice Presidents
Vice Presidents
 
Carly K. Batista
Patrick M. Canavan
COLLECTIONS/ OPERATIONS
Ajay D. Murthy
John R. George
Senior Vice President
 
Officers
Kevin M. Curley
FINANCIAL SERVICES
Daniel A. Centi
Vice President
DEPARTMENT
James M. Poole
Michael V. Pitnell
Administrative Vice President
Ryan J. Vandenburgh
Officer
Patrick J. LaPorta, Esq.
 
Stacy L. Marble
Vice President
PERSONNEL
 
Thomas M. Poitras
Vice President
COMPLIANCE
Assistant Vice President
Mary-Jean Riley
Administrative Vice President
Richard W. Provost
 
Michael J. Ewell
Officers
QUALITY CONTROL/
Assistant Vice President
Michael D. Bates
TRAINING
Jennifer L. Meadows
Nathan W. Crowder
Vice President
Officer
Kevin T. Smith
Sharon J. Parvis
James A.P. McCarthy, Esq.
John W. Bresonis
Officer
 
 
Joseph M. Rice
INFORMATION TECHNOLOGY
LOAN REVIEW
 
Chief Technology Officer
Assistant Vice President
 
Volney R. LaRowe
Paul R. Steenburgh
 
 
 
 
AUDITOR
MARKETING
 
Kenneth E. Hughes, Jr.
Officer
 
 
Adam E. Roselan
 
 
101

 
General Information

ANNUAL MEETING
CORPORATE HEADQUARTERS
Thursday, May 21, 2015
5 Sarnowski Drive
4:00 PM
Glenville, NY 12302
Mallozzi’s Restaurant
(518) 377-3311
1930 Curry Road
 
Schenectady, NY 12303
 

DIVIDEND REINVESTMENT PLAN
A Dividend Reinvestment Plan is available to shareholders of TrustCo Bank Corp NY. It provides for the reinvestment of cash dividends and optional cash payments to purchase additional shares of TrustCo stock. The Plan has certain administrative charges and provides a convenient method of acquiring additional shares. Computershare acts as administrator for this service and is the agent for shareholders in these transactions. Shareholders who want additional information may contact Computershare at 1-800-368-5948.

DIRECT DEPOSIT OF DIVIDENDS
Electronic deposit of dividends, which offers safety and convenience, is available to TrustCo shareholders who wish to have dividends deposited directly to personal checking, savings or other accounts. Electing direct deposit will not affect the mailing of annual and quarterly reports and proxy materials. If you would like to arrange direct deposit, please write to Computershare listed as transfer agent at the bottom of this page.

EQUAL OPPORTUNITY AT TRUSTCO
Trustco Bank is an Affirmative Action Equal Opportunity Employer.

FORM 10-K
TrustCo Bank Corp NY will provide, without charge, a copy of its Form 10-K for the year ended December 31, 2014 upon written request. Requests and related inquiries should be directed to Kevin T. Timmons, Vice President, TrustCo Bank Corp NY, P.O. Box 380, Schenectady, New York 12301-0380.

CODE OF CONDUCT
TrustCo Bank Corp NY will provide, without charge, a copy of its Code of Conduct upon written request. Requests and related inquiries should be directed to Robert M. Leonard, Executive Vice President-Personnel, TrustCo Bank Corp NY, P.O. Box 1082, Schenectady, New York 12301-1082.

NASDAQ SYMBOL: TRST
The Corporation’s common stock trades on The Nasdaq Stock Market under the symbol TRST. There were approximately 12,673 shareholders of record of TrustCo common stock as of February 27, 2015.

SUBSIDIARIES:

Trustco Bank
ORE Subsidiary Corporation
 
Glenville, New York
Glenville, New York
 
Member FDIC
 
(and its wholly owned subsidiaries)
 
 
Trustco Realty Corp
Glenville, New York
Trustco Insurance Agency, Inc.
Glenville, New York
ORE Property, Inc.
Glenville, New York
(and its wholly owned subsidiaries)
ORE Property One, Inc.
Orlando, Florida
ORE Property Two, Inc.
Orlando, Florida

 
TRANSFER AGENT
Computershare
P.O Box 30170
College Station, TX 77842-3170
Toll Free: 1-800-368-5948

Trustco Bank® is a registered service mark with the U.S. Patent & Trademark Office.
 

102

 
Share Price Information

The following graph shows changes over a five-year period in the value of $100 invested in: (1) TrustCo’s common stock; (2) Russell 2000 and (3) the SNL Bank and Thrift Index, an industry group compiled by SNL Financial LC, that includes all major exchange (NYSE, NYSE MKT, NASDAQ) banks and thrifts in SNL’s coverage universe. The index included 444 companies as of January 28, 2015. A list of the component companies can be obtained by contacting TrustCo. The fifteen-year period is presented in addition to the five-year period required by the S.E.C. because it provides additional perspective, and TrustCo management believes that longer-term performance is of greater interest to TrustCo shareholders. The fifteen-year graph uses the value of $100 invested in (1) TrustCo’s common stock, (2) Russell 2000, and (3) the SNL Bank and Thrift Index.

 

    Period Ending  
Index
 
12/31/09
   
12/31/10
   
12/31/11
   
12/31/12
   
12/31/13
   
12/31/14
 
TrustCo Bank Corp NY
   
100.00
     
105.17
     
97.70
     
96.57
     
137.30
     
144.30
 
Russell 2000
   
100.00
     
126.86
     
121.56
     
141.43
     
196.34
     
205.95
 
SNL Bank and Thrift
   
100.00
     
111.64
     
86.81
     
116.57
     
159.61
     
178.18
 

103

 
 
 
Period Ending
Index
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
TrustCo Bank Corp NY
100.00
111.12
138.44
124.55
159.82
175.26
165.64
156.85
148.90
149.80
104.52
109.92
102.12
100.94
143.51
150.83
Russell 2000
100.00
96.98
99.39
79.03
116.38
137.71
143.98
170.42
167.75
111.08
141.26
179.19
171.71
199.78
277.34
290.92
SNL Bank and Thrift
100.00
120.80
122.59
115.19
156.16
174.88
177.61
207.54
158.26
91.02
89.79
100.24
77.95
104.67
143.31
159.99

 
104