UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _________

Commission File Number 0-10592

TRUSTCO BANK CORP NY
(Exact name of registrant as specified in its charter)

New York
 
14-1630287
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

5 SARNOWSKI DRIVE,
GLENVILLE, NEW YORK
 
12302
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code:
(518) 377-3311

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol (s)
Name of each exchange on which registered
Common Stock, $1.00 par value
TRST
Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  No

Indicate by check mark whether the registrant has submitted electronically and posted  on  its  corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 Yes  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer 
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock
Number of Shares Outstanding
as of July 31, 2021
$1 Par Value
19,264,941




TrustCo Bank Corp NY
INDEX

Part I.
FINANCIAL INFORMATION
PAGE NO.
Item 1.
Consolidated Interim Financial Statements (Unaudited):
 
 
 
 
 
3
 
 
 
 
4
 
 
 
 
5
 
 
 
 
6
 
 
 
 
7
 
 
 
 
8-40
 
 
 
 
41
 
 
 
Item 2.
42-63
 
 
 
Item 3.
64
 
 
 
Item 4.
64
 
 
 
Part II.
OTHER INFORMATION
 
 
 
 
Item 1.
65
 
 
 
Item 1A.
65
 
 
 
Item 2.
65
 
 
 
Item 3.
65
 
 
 
Item 4.
65
 
 
 
Item 5.
65
 
 
 
Item 6.
66


2

Index
TRUSTCO BANK CORP NY
Consolidated Statements of Income (Unaudited)
(dollars in thousands, except per share data)

 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2021
   
2020
   
2021
   
2020
 
                         
Interest and dividend income:
                       
Interest and fees on loans
 
$
39,808
     
41,665
     
80,025
     
83,728
 
Interest and dividends on securities available for sale:
                               
U. S. government sponsored enterprises
   
97
     
106
     
147
     
527
 
State and political subdivisions
   
-
     
2
     
1
     
3
 
Mortgage-backed securities and collateralized mortgage obligations
   
1,167
     
1,527
     
2,404
     
3,640
 
Corporate bonds
   
323
     
488
     
639
     
726
 
Small Business Administration-guaranteed participation securities
   
193
     
229
     
399
     
474
 
Other securities
   
5
     
5
     
11
     
11
 
Total interest and dividends on securities available for sale
   
1,785
     
2,357
     
3,601
     
5,381
 
                                 
Interest on held to maturity securities:
                               
Mortgage-backed securities and collateralized mortgage obligations-residential
   
111
     
162
     
234
     
337
 
Total interest on held to maturity securities
   
111
     
162
     
234
     
337
 
                                 
Federal Reserve Bank and Federal Home Loan Bank stock
   
65
     
192
     
134
     
274
 
Interest on federal funds sold and other short-term investments
   
286
     
193
     
556
     
1,460
 
Total interest income
   
42,055
     
44,569
     
84,550
     
91,180
 
                                 
Interest expense:
                               
Interest on deposits:
                               
Interest-bearing checking
   
46
     
26
     
98
     
42
 
Savings accounts
   
162
     
166
     
321
     
399
 
Money market deposit accounts
   
236
     
862
     
519
     
1,958
 
Time deposits
   
1,261
     
5,599
     
2,927
     
11,990
 
Interest on short-term borrowings
   
228
     
235
     
456
     
557
 
Total interest expense
   
1,933
     
6,888
     
4,321
     
14,946
 
                                 
Net interest income
   
40,122
     
37,681
     
80,229
     
76,234
 
Provision for loan losses
   
-
     
2,000
     
350
     
4,000
 
Net interest income after provision for loan losses
   
40,122
     
35,681
     
79,879
     
72,234
 
                                 
Noninterest income:
                               
Trustco financial services income
   
1,999
     
1,368
     
4,034
     
2,968
 
Fees for services to customers
   
2,486
     
1,807
     
4,690
     
4,122
 
Net gain on securities transactions
   
-
     
-
     
-
     
1,155
 
Other
   
203
     
251
     
392
     
515
 
Total noninterest income
   
4,688
     
3,426
     
9,116
     
8,760
 
                                 
Noninterest expenses:
                               
Salaries and employee benefits
   
12,403
     
11,648
     
24,828
     
23,021
 
Net occupancy expense
   
4,328
     
4,385
     
8,914
     
8,691
 
Equipment expense
   
1,600
     
1,606
     
3,231
     
3,408
 
Professional services
   
1,614
     
1,182
     
3,046
     
2,663
 
Outsourced services
   
2,169
     
1,875
     
4,419
     
3,950
 
Advertising expense
   
549
     
601
     
903
     
1,089
 
FDIC and other insurance
   
777
     
609
     
1,484
     
903
 
Other real estate (income) expense, net
   
(60
)
   
(32
)
   
179
     
162
 
Other
   
2,060
     
2,058
     
3,771
     
4,313
 
Total noninterest expenses
   
25,440
     
23,932
     
50,775
     
48,200
 
                                 
Income before taxes
   
19,370
     
15,175
     
38,220
     
32,794
 
Income taxes
   
4,937
     
3,921
     
9,704
     
8,227
 
                                 
Net income
 
$
14,433
     
11,254
     
28,516
     
24,567
 
                                 
Net income per share (1):
                               
- Basic
 
$
0.749
     
0.584
     
1.479
     
1.272
 
                                 
- Diluted
 
$
0.748
     
0.584
     
1.478
     
1.272
 

(1)
All periods presented have been adjusted for the 1 for 5 reverse stock split which occurred on May 28, 2021

See accompanying notes to unaudited consolidated interim financial statements.
3

Index

TRUSTCO BANK CORP NY
Consolidated Statements of Comprehensive Income (Unaudited)
(dollars in thousands)

 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2021
   
2020
   
2021
   
2020
 
                         
Net income
 
$
14,433
     
11,254
     
28,516
     
24,567
 
                                 
Net unrealized holding gain (loss) on securities available for sale
   
844
     
927
     
(5,174
)
   
11,659
 
Reclassification adjustments for net gain recognized in income
   
-
     
-
     
-
     
(1,155
)
Tax effect
   
(222
)
   
(242
)
   
1,335
     
(2,729
)
                                 
Net unrealized gain (loss) on securities available for sale, net of tax
   
622
     
685
     
(3,839
)
   
7,775
 
                                 
Amortization of net actuarial gain
   
(169
)
   
(143
)
   
(397
)
   
(309
)
Amortization of prior service cost (credit)
   
102
     
(49
)
   
50
     
(98
)
Tax effect
   
17
     
51
     
90
     
107
 
Amortization of net actuarial gain and prior service cost (credit) on pension and postretirement plans, net of tax
   
(50
)
   
(141
)
   
(257
)
   
(300
)
                                 
Other comprehensive income (loss), net of tax
   
572
     
544
     
(4,096
)
   
7,475
 
Comprehensive income
 
$
15,005
     
11,798
     
24,420
     
32,042
 

See accompanying notes to unaudited consolidated interim financial statements.
4

Index

TRUSTCO BANK CORP NY
Consolidated Statements of Financial Condition (Unaudited)
(dollars in thousands, except per share data)

 
June 30, 2021
   
December 31, 2020
 
ASSETS:
           
             
Cash and due from banks
 
$
47,766
     
47,196
 
Federal funds sold and other short term investments
   
1,134,622
     
1,059,903
 
Total cash and cash equivalents
   
1,182,388
     
1,107,099
 
                 
Securities available for sale
   
482,815
     
439,071
 
                 
Held to maturity securities ($12,707 and $14,988 fair value at June 30, 2021 and December 31, 2020, respectively)
   
11,665
     
13,824
 
                 
Federal Reserve Bank and Federal Home Loan Bank stock
   
5,604
     
5,506
 
                 
Loans, net of deferred net costs
   
4,349,367
     
4,244,470
 
Less:
               
Allowance for loan losses
   
50,155
     
49,595
 
Net loans
   
4,299,212
     
4,194,875
 
                 
Bank premises and equipment, net
   
33,691
     
34,412
 
Operating lease right-of-use assets
   
45,825
     
47,885
 
Other assets
   
61,378
     
59,124
 
                 
Total assets
 
$
6,122,578
     
5,901,796
 
                 
LIABILITIES:
               
Deposits:
               
Demand
 
$
765,193
     
652,756
 
Interest-bearing checking
   
1,152,901
     
1,086,558
 
Savings accounts
   
1,409,556
     
1,285,501
 
Money market deposit accounts
   
732,963
     
716,005
 
Time deposits
   
1,169,907
     
1,296,373
 
Total deposits
   
5,230,520
     
5,037,193
 
                 
Short-term borrowings
   
237,791
     
214,755
 
Operating lease liabilities
   
50,586
     
52,784
 
Accrued expenses and other liabilities
   
25,088
     
28,903
 
                 
Total liabilities
   
5,543,985
     
5,333,635
 
                 
SHAREHOLDERS' EQUITY:
               
Capital stock par value $1; 30,000,000 shares authorized;  20,040,636 and 20,040,966 shares issued and 19,264,941 and 19,286,531 shares outstanding at June 30, 2021 and December 31, 2020, respectively (1) (2)
   
20,041
     
20,041
 
Surplus (1)
   
256,536
     
256,606
 
Undivided profits
   
329,350
     
313,974
 
Accumulated other comprehensive income, net of tax
   
7,840
     
11,936
 
Treasury stock at cost - 775,695 and 754,435 shares at June 30, 2021 and December 31, 2020, respectively (2)
   
(35,174
)
   
(34,396
)
                 
Total shareholders' equity
   
578,593
     
568,161
 
                 
Total liabilities and shareholders' equity
 
$
6,122,578
     
5,901,796
 

(1)
All periods presented have been adjusted for the 1 for 5 reverse stock split which occurred on May 28, 2021.
(2)
Share amounts have been adjusted for all periods presented for the 1 for 5 reverse stock split which occurred on May 28, 2021.

See accompanying notes to unaudited consolidated interim financial statements.
5


TRUSTCO BANK CORP NY
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
(dollars in thousands, except per share data)

 
Capital
Stock (1)
   
Surplus (1)
   
Undivided
Profits
   
Accumulated
Other
Comprehensive
Income
   
Treasury
Stock
   
Total
 
                                     
Beginning balance, January 1, 2020 (1)
 
$
20,041
     
256,591
     
288,067
     
4,461
     
(30,903
)
   
538,257
 
Net income
   
-
     
-
     
13,313
     
-
     
-
     
13,313
 
Other comprehensive income, net of tax
   
-
     
-
     
-
     
6,931
     
-
     
6,931
 
Cash dividend declared, $0.340625 per share (2)
   
-
     
-
     
(6,827
)
   
-
     
-
     
(6,827
)
Purchase of treasury stock (97,800 shares) (2)
   
-
     
-
     
-
     
-
     
(3,493
)
   
(3,493
)
Stock based compensation expense
   
-
     
4
     
-
     
-
     
-
     
4
 
                                                 
Ending balance, March 31, 2020 (1)
 
$
20,041
     
256,595
     
294,553
     
11,392
     
(34,396
)
   
548,185
 
Net income
   
-
     
-
     
11,254
     
-
     
-
     
11,254
 
Other comprehensive income, net of tax
   
-
     
-
     
-
     
544
     
-
     
544
 
Cash dividend declared, $0.340625 per share (2)
   
-
     
-
     
(6,568
)
   
-
     
-
     
(6,568
)
Stock based compensation expense
   
-
     
6
     
-
     
-
     
-
     
6
 
                                                 
Ending balance, June 30, 2020 (1)
 
$
20,041
     
256,601
     
299,239
     
11,936
     
(34,396
)
   
553,421
 
                                                 
Beginning balance, January 1, 2021 (1)
 
$
20,041
     
256,606
     
313,974
     
11,936
     
(34,396
)
   
568,161
 
Net income
   
-
     
-
     
14,083
     
-
     
-
     
14,083
 
Other comprehensive loss, net of tax
   
-
     
-
     
-
     
(4,668
)
   
-
     
(4,668
)
Stock options exercised (2,650 shares) (1)
   
3
     
68
     
-
     
-
     
-
     
71
 
Cash dividend declared, $0.340625 per share (2)
   
-
     
-
     
(6,571
)
   
-
     
-
     
(6,571
)
Purchase of treasury stock (1,261 shares) (2)
   
-
     
-
     
-
     
-
     
(45
)
   
(45
)
                                                 
Ending balance, March 31, 2021 (1)
 
$
20,044
     
256,674
     
321,486
     
7,268
     
(34,441
)
   
571,031
 
Net income
   
-
     
-
     
14,433
     
-
     
-
     
14,433
 
Other comprehensive loss, net of tax
   
-
     
-
     
-
     
572
     
-
     
572
 
Cash used to settle fractional shares in the Reverse Stock Split
   
(5
)
   
(195
)
                           
(200
)
Stock options exercised (2,225 shares) (1)
   
2
     
57
     
-
     
-
     
-
     
59
 
Cash dividend declared, $0.340625 per share (2)
   
-
     
-
     
(6,569
)
   
-
     
-
     
(6,569
)
Purchase of treasury stock (20,000 shares) (2)
   
-
     
-
     
-
     
-
     
(733
)
   
(733
)
                                                 
Ending balance, June 30, 2021 (1)
 
$
20,041
     
256,536
     
329,350
     
7,840
     
(35,174
)
   
578,593
 

(1)
All periods presented have been adjusted for the 1 for 5 reverse stock split which occurred on May 28, 2021.
(2)
Share amounts and per share amounts have been adjusted for all periods presented for the 1 for 5 reverse stock split which occurred on May 28, 2021.

See accompanying notes to unaudited consolidated interim financial statements.
6


TRUSTCO BANK CORP NY
Consolidated Statements of Cash Flows (Unaudited)
(dollars in thousands)

 
Six months ended June 30,
 
   
2021
   
2020
 
             
Cash flows from operating activities:
           
Net income
 
$
28,516
     
24,567
 
                 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
   
2,133
     
1,989
 
Amortization of right-of-use asset
   
3,167
     
3,050
 
Net gain on sale of other real estate owned
   
(86
)
   
(158
)
Writedown of other real estate owned
   
121
     
103
 
Provision for loan losses
   
350
     
4,000
 
Deferred tax benefit
   
(19
)
   
(342
)
Net amortization of securities
   
2,099
     
1,880
 
Stock based compensation expense
   
-
     
10
 
Net gain on sale of bank premises and equipment
   
1
     
-
 
Net gain on sales of securities
   
-
     
(1,155
)
(Increase) decrease in taxes receivable
   
(166
)
   
957
 
Increase in interest receivable
   
(62
)
   
(733
)
Decrease in interest payable
   
(227
)
   
(432
)
Increase in other assets
   
(1,610
)
   
(1,127
)
Decrease in operating lease liabilities
   
(3,305
)
   
(3,130
)
Decrease in accrued expenses and other liabilities
   
(3,197
)
   
(1,137
)
Total adjustments
   
(801
)
   
3,775
 
Net cash provided by operating activities
   
27,715
     
28,342
 
                 
Cash flows from investing activities:
               
Proceeds from sales, paydowns and calls of securities available for sale
   
76,450
     
183,835
 
Proceeds from calls and maturities of held to maturity securities
   
2,093
     
1,904
 
Purchases of securities available for sale
   
(132,456
)
   
(37,854
)
Proceeds from maturities of securities available for sale
   
5,055
     
5,000
 
Purchases of Federal Reserve Bank and Federal Home Loan Bank stock
   
(98
)
   
(380
)
Proceeds from redemption of Federal Reserve Bank stock
   
-
     
4,057
 
Net increase in loans
   
(104,687
)
   
(115,972
)
Proceeds from dispositions of other real estate owned
   
255
     
1,238
 
Proceeds from dispositions of bank premises and equipment
   
4
     
-
 
Purchases of bank premises and equipment
   
(1,417
)
   
(1,409
)
Net cash (used in) provided by investing activities
   
(154,801
)
   
40,419
 
                 
Cash flows from financing activities:
               
Net increase in deposits
   
193,327
     
415,291
 
Net increase (decrease) in short-term borrowings
   
23,036
     
28,612
 
Proceeds from exercise of stock options
   
130
     
-
 
Stock based award tax withholding payments
   
-
     
-
 
Cash used to settle fractional shares in the Reverse Stock Split
   
(200
)
   
-
 
Proceeds from sale of treasury stock
   
-
     
-
 
Purchases of treasury stock
   
(778
)
   
(3,493
)
Dividends paid
   
(13,140
)
   
(13,181
)
Net cash provided by financing activities
   
202,375
     
427,229
 
Net increase in cash and cash equivalents
   
75,289
     
495,990
 
Cash and cash equivalents at beginning of period
   
1,107,099
     
456,846
 
Cash and cash equivalents at end of period
 
$
1,182,388
   
$
952,836
 
                 
Supplemental Disclosure of Cash Flow Information:
               
Cash paid during the year for:
               
Interest paid
 
$
4,548
     
15,378
 
Income taxes paid
   
9,665
     
6,887
 
Other non cash items:
               
Transfer of loans to other real estate owned
   
-
     
434
 
Increase in dividends payable
   
-
     
214
 
Change in unrealized (loss) gain on securities available for sale-gross of deferred taxes
   
(5,174
)
   
10,504
 
Change in deferred tax effect on unrealized loss (gain) on securities available for sale
   
1,335
     
(2,729
)
Amortization of net actuarial gain and prior service cost (credit) on pension and postretirement plans
   
(347
)
   
(407
)
Change in deferred tax effect of amortization of net actuarial gain postretirement benefit plans
   
90
     
107
 

See accompanying notes to unaudited consolidated interim financial statements.
7


(1) Financial Statement Presentation

The unaudited Consolidated Interim Financial Statements of TrustCo Bank Corp NY (the “Company” or “TrustCo”) include the accounts of the Company’s subsidiary, Trustco Bank (also referred to as the “Bank”) and other subsidiaries after elimination of all significant intercompany accounts and transactions.  Prior period amounts are reclassified when necessary to conform to the current period presentation.  The net income reported for the three and six months ended June 30, 2021 is not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or any interim periods.  These financial statements consider events that occurred through the date of filing.

In the opinion of the management of the Company, the accompanying unaudited Consolidated Interim Financial Statements contain all recurring adjustments necessary to present fairly the financial position as of June 30, 2021, the results of operations for the three and six months ended June 30, 2021 and 2020, and the cash flows for the six months ended June 30, 2021 and 2020.  The accompanying unaudited Consolidated Interim Financial Statements should be read in conjunction with the Company’s year-end audited Consolidated Financial Statements, including notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.  The accompanying unauidted Consolidated Interim Financial Statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with accounting principles generally accepted in the United States.

Effective as of May 28, 2021, the Company completed a 1-for-5 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $1.00 per share, as previously approved by our Board of Directors (the “Board of Directors”) and our shareholders. Proportional adjustments were made to the Company’s issued and outstanding common stock and to the exercise price and number of shares issuable upon exercise of the options outstanding under the Company’s equity incentive plans, and the number of shares subject to restricted stock units under the Company’s equity incentive plans. No fractional shares of common stock were issued in connection with the Reverse Stock Split, and shareholders received cash in lieu of any fractional shares. All references herein to common stock and per share data for all periods presented in these unaudited consolidated interim financial statements and notes thereto, have been retrospectively adjusted to reflect the Reverse Stock Split.
8


(2) 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”).  

A reconciliation of the component parts of earnings per share for the three and six months ended June 30, 2021 and 2020 is as follows:

(in thousands, except per share data)
 
For the three months ended
June 30,
   
For the six months ended
June 30,
 
   
2021
   
2020
   
2021
   
2020
 
                         
Net income
 
$
14,433
     
11,254
   
$
28,516
     
24,567
 
Weighted average common shares (1)
   
19,281
     
19,287
     
19,284
     
19,316
 
Stock Options (1)
   
9
     
-
     
8
     
3
 
Weighted average common shares including potential dilutive shares (1)
   
19,290
     
19,287
     
19,292
     
19,319
 
                                 
Basic EPS (1)
 
$
0.749
     
0.584
   
$
1.479
     
1.272
 
                                 
Diluted EPS (1)
 
$
0.748
     
0.584
   
$
1.478
     
1.272
 

(1)
Share and per share amounts have been adjusted for all periods presented for the 1 for 5 reverse stock split which occurred on May 28, 2021.

For the three and six months ended June 30, 2021 there were no weighted average antidilutive stock options excluded from dilutive earnings. For the three and six months ended June 30, 2020 the weighted average antidilutive stock options excluded from dilutive earnings were approximately 90 thousand shares. 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.
9


(3) Benefit Plans

The table below outlines the components of the Company’s net periodic benefit recognized during the three and six months ended June 30, 2021 and 2020 for its pension and other postretirement benefit plans:

 
Three months ended June 30,
 
 
Pension Benefits
   
Other Postretirement Benefits
 
(dollars in thousands)
 
2021
   
2020
   
2021
   
2020
 
                         
Service (credit) cost
 
$
(11
)
   
7
     
26
     
21
 
Interest cost
   
212
     
272
     
39
     
58
 
Expected return on plan assets
   
(662
)
   
(691
)
   
(290
)
   
(296
)
Amortization of net loss (gain)
   
-
     
5
     
(169
)
   
(148
)
Amortization of prior service cost (credit)
   
-
     
-
     
102
     
(49
)
Net periodic benefit
 
$
(461
)
   
(407
)
   
(292
)
   
(414
)

 
Six months ended June 30,
 
 
Pension Benefits
   
Other Postretirement Benefits
 
(dollars in thousands)
 
2021
   
2020
   
2021
   
2020
 
                         
Service cost
 
$
-
     
19
     
48
     
40
 
Interest cost
   
428
     
538
     
83
     
112
 
Expected return on plan assets
   
(1,423
)
   
(1,510
)
   
(617
)
   
(592
)
Amortization of net loss (gain)
   
-
     
5
     
(397
)
   
(314
)
Amortization of prior service cost (credit)
   
-
     
-
     
50
     
(98
)
Net periodic benefit
 
$
(995
)
   
(948
)
   
(833
)
   
(852
)

The Company does not expect to make contributions to its pension and postretirement benefit plans in 2021.  As of June 30, 2021, no contributions have been made, however, this decision is reviewed each quarter and is subject to change based upon market conditions.

Since 2003, the Company has not subsidized retiree medical insurance premiums.  However, it continues to provide postretirement medical benefits to a limited number of current and retired executives in accordance with the terms of their employment contracts.
10


(4) Investment Securities

(a) Securities available for sale

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

 
June 30, 2021
 
(dollars in thousands)
 
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
                         
U.S. government sponsored enterprises
 
$
74,972
     
-
     
393
     
74,579
 
State and political subdivisions
   
48
     
-
     
-
     
48
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
312,052
     
5,083
     
1,479
     
315,656
 
Corporate bonds
   
54,516
     
495
     
364
     
54,647
 
Small Business Administration - guaranteed participation securities
   
36,004
     
1,195
     
-
     
37,199
 
Other
   
686
     
-
     
-
     
686
 
Total Securities Available for Sale
 
$
478,278
     
6,773
     
2,236
     
482,815
 

 
December 31, 2020
 
(dollars in thousands)
 
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
                         
U.S. government sponsored enterprises
 
$
20,000
     
-
     
32
     
19,968
 
State and political subdivisions
   
103
     
-
     
-
     
103
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
308,432
     
7,749
     
23
     
316,158
 
Corporate bonds
   
59,185
     
916
     
162
     
59,939
 
Small Business Administration - guaranteed participation securities
   
40,955
     
1,262
     
-
     
42,217
 
Other
   
685
     
1
     
-
     
686
 
                                 
Total securities available for sale
 
$
429,360
     
9,928
     
217
     
439,071
 

11

The following table distributes the debt securities included in the available for sale portfolio as of June 30, 2021, based on the securities’ final maturity. Actual maturities may differ because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty. Securities not due at a single maturity date are presented separately:

(dollars in thousands)
 
Amortized
Cost
   
Fair
Value
 
             
Due in one year or less
 
$
14,239
     
14,466
 
Due in one year through five years
   
110,975
     
110,485
 
Due after five years through ten years
   
5,009
     
5,009
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
312,051
     
315,656
 
Small Business Administration - guaranteed participation securities
   
36,004
     
37,199
 
   
$
478,278
     
482,815
 

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:

 
June 30, 2021
 
   
Less than
12 months
   
12 months
or more
   
Total
 
(dollars in thousands)
 
Fair
Value
   
Gross
Unrealized
Loss
   
Fair
Value
   
Gross
Unrealized
Loss
   
Fair
Value
   
Gross
Unrealized
Loss
 
                                     
U.S. government sponsored enterprises
 
$
69,579
     
393
     
-
     
-
     
69,579
     
393
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
102,192
     
1,479
     
-
     
-
     
102,192
     
1,479
 
Corporate bonds
   
20,091
     
301
     
4,937
     
63
     
25,028
     
364
 
                                                 
Total
 
$
191,862
     
2,173
     
4,937
     
63
     
196,799
     
2,236
 

 
December 31, 2020
 
   
Less than
12 months
   
12 months
or more
   
Total
 
(dollars in thousands)
 
Fair
Value
   
Gross
Unrealized
Loss
   
Fair
Value
   
Gross
Unrealized
Loss
   
Fair
Value
   
Gross
Unrealized
Loss
 
                                     
U.S. government sponsored enterprises
 
$
19,968
     
32
     
-
     
-
     
19,968
     
32
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
19,471
     
22
     
-
     
-
     
19,471
     
22
 
Corporate bonds
   
14,901
     
99
     
4,937
     
63
     
19,838
     
162
 
                                                 
Total
 
$
54,340
     
153
     
4,937
     
63
     
59,277
     
216
 

12

The proceeds from sales and calls of securities available for sale, gross realized gains and gross realized losses from sales and calls during the three and six months ended June 30, 2021 and 2020 are as follows:

 
Three months ended June 30,
 
(dollars in thousands)
 
2021
   
2020
 
             
Proceeds from sales
 
$
-
   
$
-
 
Proceeds from calls/paydowns
   
39,630
     
85,472
 
Proceeds from maturities
   
5,000
     
-
 
Gross realized gains
   
-
     
-
 
Gross realized losses
   
-
     
-
 

 
Six months ended June 30,
 
(dollars in thousands)
 
2021
   
2020
 
             
Proceeds from sales
 
$
-
   
$
29,219
 
Proceeds from calls/paydowns
   
76,450
     
154,616
 
Proceeds from maturities
   
5,055
     
5,000
 
Gross realized gains
   
-
     
1,155
 
Gross realized losses
   
-
     
-
 

There were no transfers of securities available for sale during the three and six months ended June 30, 2021 and 2020.

(b) Held to maturity securities

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

 
June 30, 2021
 
(dollars in thousands)
 
Amortized
Cost
   
Gross
Unrecognized
Gains
   
Gross
Unrecognized
Losses
   
Fair
Value
 
                         
Mortgage backed securities and collateralized mortgage obligations - residential
 
$
11,665
     
1,042
     
-
     
12,707
 
                                 
Total held to maturity
 
$
11,665
     
1,042
     
-
     
12,707
 

 
December 31, 2020
 
(dollars in thousands)
 
Amortized
Cost
   
Gross
Unrecognized
Gains
   
Gross
Unrecognized
Losses
   
Fair
Value
 
                         
Mortgage backed securities and collateralized mortgage obligations - residential
 
$
13,824
     
1,164
     
-
     
14,988
 
                                 
Total held to maturity
 
$
13,824
     
1,164
     
-
     
14,988
 

13

The following table distributes the debt securities included in the held to maturity portfolio as of  June 30, 2021, based on the securities’ final maturity.  Actual maturities may differ because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty.  Securities not due at a single maturity date are presented separately:

(dollars in thousands)
 
Amortized
Cost
   
Fair
Value
 
Mortgage backed securities and collateralized mortgage obligations - residential
 
$
11,665
     
12,707
 
   
$
11,665
     
12,707
 

All held to maturity securities are held at cost on the financial statements.  There were no gross unrecognized losses on held to maturity securities as of June 30, 2021 and December 31, 2020.

There were no sales or transfers of held to maturity securities during the three months ended June 30, 2021 and 2020.

(c) 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.

In determining OTTI for debt securities, 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 any 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.

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 June 30, 2021, the Company’s security portfolio included certain securities which were in an unrealized loss position, and are discussed below.

14


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 June 30, 2021.

Mortgage backed securities and collateralized mortgage obligations – residential:  At June 30, 2021, all 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 June 30, 2021.

Corporate Bonds:  At June 30, 2021, corporate bonds held by the Company are investment grade quality.  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 June 30, 2021.

15


(5) Loans and Allowance for Loan Losses

The following table presents the recorded investment in loans by loan class:

 
 
June 30, 2021
 
(dollars in thousands)
 
New York and
other states*
   
Florida
   
Total
 
Commercial:
                 
Commercial real estate
 
$
146,430
     
18,393
     
164,823
 
Other
   
48,733
     
608
     
49,341
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
2,662,813
     
1,165,274
     
3,828,087
 
Home equity loans
   
50,593
     
13,671
     
64,264
 
Home equity lines of credit
   
181,921
     
52,293
     
234,214
 
Installment
   
6,946
     
1,692
     
8,638
 
Total loans, net
 
$
3,097,436
     
1,251,931
     
4,349,367
 
Less: Allowance for loan losses
                   
50,155
 
Net loans
                 
$
4,299,212
 

 
 
December 31, 2020
 
(dollars in thousands)
 
New York and
other states*
   
Florida
   
Total
 
Commercial:
                 
Commercial real estate
 
$
148,775
     
18,666
     
167,441
 
Other
   
44,932
     
119
     
45,051
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
2,606,781
     
1,098,915
     
3,705,696
 
Home equity loans
   
59,400
     
15,071
     
74,471
 
Home equity lines of credit
   
193,654
     
48,540
     
242,194
 
Installment
   
7,810
     
1,807
     
9,617
 
Total loans, net
 
$
3,061,352
     
1,183,118
     
4,244,470
 
Less: Allowance for loan losses
                   
49,595
 
Net loans
                 
$
4,194,875
 

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

Included in commercial loans above are Paycheck Protection Program (“PPP”) loans totaling $32.5 million and $28.9 million as of June 30, 2021 and December 31, 2020, respectively.

At June 30, 2021 and December 31, 2020, the Company had approximately $33.1 million and $24.7 million of real estate construction loans, respectively. Of the $33.1 million in real estate construction loans at June 30, 2021, approximately $16.9 million are secured by first mortgages to residential borrowers while approximately $16.2 million were to commercial borrowers for residential construction projects.  Of the $24.7 million in real estate construction loans at December 31, 2020, approximately $10.5 million are secured by first mortgages to residential borrowers while approximately $14.2 million were to commercial borrowers for residential construction projects. The vast majority of construction loans are in the Company’s New York market.

16

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.

The following table presents the recorded investment in non-accrual loans by loan class:

 
June 30, 2021
 
(dollars in thousands)
 
New York and
other states*
   
Florida
   
Total
 
Loans in non-accrual status:
                 
Commercial:
                 
Commercial real estate
 
$
80
     
-
     
80
 
Other
   
70
     
-
     
70
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
15,431
     
1,969
     
17,400
 
Home equity loans
   
76
     
46
     
122
 
Home equity lines of credit
   
2,959
     
127
     
3,086
 
Installment
   
43
     
-
     
43
 
Total non-accrual loans
   
18,659
     
2,142
     
20,801
 
Restructured real estate mortgages - 1 to 4 family
   
20
     
-
     
20
 
Total nonperforming loans
 
$
18,679
     
2,142
     
20,821
 

 
December 31, 2020
 
(dollars in thousands)
 
New York and
other states*
   
Florida
   
Total
 
Loans in non-accrual status:
                 
Commercial:
                 
Commercial real estate
 
$
372
     
-
     
372
 
Other
   
80
     
-
     
80
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
16,637
     
1,010
     
17,647
 
Home equity loans
   
80
     
47
     
127
 
Home equity lines of credit
   
2,662
     
130
     
2,792
 
Installment
   
43
     
-
     
43
 
Total non-accrual loans
   
19,874
     
1,187
     
21,061
 
Restructured real estate mortgages - 1 to 4 family
   
23
     
-
     
23
 
Total nonperforming loans
 
$
19,897
     
1,187
     
21,084
 

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

The Company transfers loans to other real estate owned, at fair value less cost to sell, in the period the Company obtains physical possession of the property (through legal title or through a deed in lieu).  As of June 30, 2021 and December 31, 2020, other real estate owned included $251 thousand and $541 thousand of residential foreclosed properties, respectively.  In addition, non-accrual residential mortgage loans that are in the process of foreclosure had a recorded investment of $11.1 million and $11.6 million, respectively, as of June 30, 2021 and December 31, 2020.

17

The following tables present the aging of the recorded investment in past due loans by loan class and by region as of June 30, 2021 and December 31, 2020:

 
June 30, 2021
 
New York and other states*:
                                   
(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
 
$
188
     
-
     
-
     
188
     
146,242
     
146,430
 
Other
   
-
     
-
     
69
     
69
     
48,664
     
48,733
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
2,142
     
545
     
10,897
     
13,584
     
2,649,229
     
2,662,813
 
Home equity loans
   
109
     
136
     
-
     
245
     
50,348
     
50,593
 
Home equity lines of credit
   
128
     
-
     
1,426
     
1,554
     
180,367
     
181,921
 
Installment
   
14
     
2
     
1
     
17
     
6,929
     
6,946
 
                                                 
Total
 
$
2,581
     
683
     
12,393
     
15,657
     
3,081,779
     
3,097,436
 

Florida:
                                   
(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
 
$
-
     
-
     
-
     
-
     
18,393
     
18,393
 
Other
   
-
     
-
     
-
     
-
     
608
     
608
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
-
     
-
     
1,437
     
1,437
     
1,163,837
     
1,165,274
 
Home equity loans
   
-
     
-
     
-
     
-
     
13,671
     
13,671
 
Home equity lines of credit
   
-
     
-
     
-
     
-
     
52,293
     
52,293
 
Installment
   
7
     
9
     
-
     
16
     
1,676
     
1,692
 
                                                 
Total
 
$
7
     
9
     
1,437
     
1,453
     
1,250,478
     
1,251,931
 

Total:
                                   
(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
 
$
188
     
-
     
-
     
188
     
164,635
     
164,823
 
Other
   
-
     
-
     
69
     
69
     
49,272
     
49,341
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
2,142
     
545
     
12,334
     
15,021
     
3,813,066
     
3,828,087
 
Home equity loans
   
109
     
136
     
-
     
245
     
64,019
     
64,264
 
Home equity lines of credit
   
128
     
-
     
1,426
     
1,554
     
232,660
     
234,214
 
Installment
   
21
     
11
     
1
     
33
     
8,605
     
8,638
 
                                                 
Total
 
$
2,588
     
692
     
13,830
     
17,110
     
4,332,257
     
4,349,367
 

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

18


 
December 31, 2020
 
New York and other states*:
                                   
(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
 
$
125
     
77
     
279
     
481
     
148,294
     
148,775
 
Other
   
-
     
-
     
80
     
80
     
44,852
     
44,932
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
1,220
     
982
     
10,927
     
13,129
     
2,593,652
     
2,606,781
 
Home equity loans
   
120
     
1
     
48
     
169
     
59,231
     
59,400
 
Home equity lines of credit
   
401
     
344
     
1,273
     
2,018
     
191,636
     
193,654
 
Installment
   
3
     
-
     
43
     
46
     
7,764
     
7,810
 
                                                 
Total
 
$
1,869
     
1,404
     
12,650
     
15,923
     
3,045,429
     
3,061,352
 

Florida:
                                   
(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
 
$
-
     
-
     
-
     
-
     
18,666
     
18,666
 
Other
   
-
     
-
     
-
     
-
     
119
     
119
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
365
     
517
     
655
     
1,537
     
1,097,378
     
1,098,915
 
Home equity loans
   
-
     
-
     
47
     
47
     
15,024
     
15,071
 
Home equity lines of credit
   
-
     
-
     
-
     
-
     
48,540
     
48,540
 
Installment
   
7
     
10
     
-
     
17
     
1,790
     
1,807
 
                                                 
Total
 
$
372
     
527
     
702
     
1,601
     
1,181,517
     
1,183,118
 

Total:
                                   
(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
 
$
125
     
77
     
279
     
481
     
166,960
     
167,441
 
Other
   
-
     
-
     
80
     
80
     
44,971
     
45,051
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
1,585
     
1,499
     
11,582
     
14,666
     
3,691,030
     
3,705,696
 
Home equity loans
   
120
     
1
     
95
     
216
     
74,255
     
74,471
 
Home equity lines of credit
   
401
     
344
     
1,273
     
2,018
     
240,176
     
242,194
 
Installment
   
10
     
10
     
43
     
63
     
9,554
     
9,617
 
                                                 
Total
 
$
2,241
     
1,931
     
13,352
     
17,524
     
4,226,946
     
4,244,470
 

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

At June 30, 2021 and December 31, 2020, there were no loans that were 90 days past due and still accruing interest.  As a result, non-accrual loans include all loans 90 days or more past due as well as certain loans less than 90 days past due that were placed on non-accrual status for reasons other than delinquent status.  There are no commitments to extend further credit on non-accrual or restructured loans.

19

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

 
For the three months ended June 30, 2021
 
(dollars in thousands)
 
Commercial
   
Real Estate
Mortgage-
1 to 4 Family
   
Installment
   
Total
 
Balance at beginning of period
 
$
4,052
     
45,507
     
432
     
49,991
 
Loans charged off:
                               
New York and other states*
   
-
     
20
     
1
     
21
 
Florida
   
-
     
-
     
-
     
-
 
Total loan chargeoffs
   
-
     
20
     
1
     
21
 
                                 
Recoveries of loans previously charged off:
                               
New York and other states*
   
-
     
156
     
28
     
184
 
Florida
   
-
     
1
     
-
     
1
 
Total recoveries
   
-
     
157
     
28
     
185
 
Net loans (recoveries) charged off
   
-
     
(137
)
   
(27
)
   
(164
)
(Credit) provision for loan losses
   
54
     
(27
)
   
(27
)
   
-
 
Balance at end of period
 
$
4,106
     
45,617
     
432
     
50,155
 

 
For the three months ended June 30, 2020
 
(dollars in thousands)
 
Commercial
   
Real Estate
Mortgage-
1 to 4 Family
   
Installment
   
Total
 
Balance at beginning of period
 
$
3,960
     
41,643
     
552
     
46,155
 
Loans charged off:
                               
New York and other states*
   
-
     
22
     
49
     
71
 
Florida
   
-
     
-
     
-
     
-
 
Total loan chargeoffs
   
-
     
22
     
49
     
71
 
                                 
Recoveries of loans previously charged off:
                               
New York and other states*
   
6
     
49
     
5
     
60
 
Florida
   
-
     
-
     
-
     
-
 
Total recoveries
   
6
     
49
     
5
     
60
 
Net loans (recoveries) charged off
   
(6
)
   
(27
)
   
44
     
11
 
(Credit) provision for loan losses
   
400
     
1,604
     
(4
)
   
2,000
 
Balance at end of period
 
$
4,366
     
43,274
     
504
     
48,144
 

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

20


 
For the six months ended June 30, 2021
 
   
Commercial
   
Real Estate
Mortgage-
1 to 4 Family
   
Installment
   
Total
 
Balance at beginning of period
 
$
4,140
     
44,950
     
505
     
49,595
 
Loans charged off:
                               
New York and other states*
   
-
     
106
     
8
     
114
 
Florida
   
-
     
-
     
2
     
2
 
Total loan chargeoffs
   
-
     
106
     
10
     
116
 
                                 
Recoveries of loans previously charged off:
                               
New York and other states*
   
32
     
244
     
49
     
325
 
Florida
   
-
     
1
     
-
     
1
 
Total recoveries
   
32
     
245
     
49
     
326
 
Net loans charged off (recoveries)
   
(32
)
   
(139
)
   
(39
)
   
(210
)
Provision (credit) for loan losses
   
(66
)
   
528
     
(112
)
   
350
 
Balance at end of period
 
$
4,106
     
45,617
     
432
     
50,155
 

 
For the six months ended June 30, 2020
 
   
Commercial
   
Real Estate
Mortgage-
1 to 4 Family
   
Installment
   
Total
 
Balance at beginning of period
 
$
3,999
     
39,748
     
570
     
44,317
 
Loans charged off:
                               
New York and other states*
   
3
     
213
     
56
     
272
 
Florida
   
-
     
-
     
19
     
19
 
Total loan chargeoffs
   
3
     
213
     
75
     
291
 
                                 
Recoveries of loans previously charged off:
                               
New York and other states*
   
8
     
100
     
8
     
116
 
Florida
   
-
     
2
     
-
     
2
 
Total recoveries
   
8
     
102
     
8
     
118
 
Net loans charged off (recoveries)
   
(5
)
   
111
     
67
     
173
 
Provision for loan losses
   
362
     
3,637
     
1
     
4,000
 
Balance at end of period
 
$
4,366
     
43,274
     
504
     
48,144
 

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

The Company has identified non-accrual 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 as a TDR.

21

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 June 30, 2021 and December 31, 2020:

 
June 30, 2021
 
(dollars in thousands)
 
Commercial
Loans
   
1-to-4 Family
Residential
Real Estate
   
Installment
Loans
   
Total
 
Allowance for loan losses:
                       
Ending allowance balance attributable to loans:
                       
Individually evaluated for impairment
 
$
-
     
-
     
-
     
-
 
Collectively evaluated for impairment
   
4,106
     
45,617
     
432
     
50,155
 
                                 
Total ending allowance balance
 
$
4,106
     
45,617
     
432
     
50,155
 
                                 
Loans:
                               
Individually evaluated for impairment
 
$
670
     
19,383
     
-
     
20,053
 
Collectively evaluated for impairment
   
213,494
     
4,107,182
     
8,638
     
4,329,314
 
                                 
Total ending loans balance
 
$
214,164
     
4,126,565
     
8,638
     
4,349,367
 

 
December 31, 2020
 
(dollars in thousands)
 
Commercial
Loans
   
1-to-4 Family
Residential
Real Estate
   
Installment
Loans
   
Total
 
Allowance for loan losses:
                       
Ending allowance balance attributable to loans:
                       
Individually evaluated for impairment
 
$
-
     
-
     
-
     
-
 
Collectively evaluated for impairment
   
4,140
     
44,950
     
505
     
49,595
 
                                 
Total ending allowance balance
 
$
4,140
     
44,950
     
505
     
49,595
 
                                 
Loans:
                               
Individually evaluated for impairment
 
$
1,028
     
20,553
     
-
     
21,581
 
Collectively evaluated for impairment
   
211,464
     
4,001,808
     
9,617
     
4,222,889
 
                                 
Total ending loans balance
 
$
212,492
     
4,022,361
     
9,617
     
4,244,470
 

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 June 30, 2021 and December 31, 2020 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.

22

The following tables present impaired loans by loan class as of June 30, 2021 and December 31, 2020:

 
June 30, 2021
 
New York and other states*:
                       
(dollars in thousands)
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
Average
Recorded
Investment
 
                         
Commercial:
                       
Commercial real estate
 
$
506
     
598
     
-
     
1,129
 
Other
   
69
     
69
     
-
     
110
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
14,158
     
14,478
     
-
     
14,050
 
Home equity loans
   
213
     
213
     
-
     
235
 
Home equity lines of credit
   
2,036
     
2,176
     
-
     
2,253
 
                                 
Total
 
$
16,982
     
17,534
     
-
     
17,777
 

Florida:
                       
(dollars in thousands)
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
Average
Recorded
Investment
 
                         
Commercial:
                       
Commercial real estate
 
$
95
     
95
     
-
     
105
 
Other
   
-
     
-
     
-
     
-
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
2,720
     
2,720
     
-
     
2,583
 
Home equity loans
   
-
     
-
     
-
     
14
 
Home equity lines of credit
   
256
     
256
     
-
     
246
 
                                 
Total
 
$
3,071
     
3,071
     
-
     
2,948
 

Total:
                       
(dollars in thousands)
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
Average
Recorded
Investment
 
                         
Commercial:
                       
Commercial real estate
 
$
601
     
693
     
-
     
1,234
 
Other
   
69
     
69
     
-
     
110
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
16,878
     
17,198
     
-
     
16,633
 
Home equity loans
   
213
     
213
     
-
     
249
 
Home equity lines of credit
   
2,292
     
2,432
     
-
     
2,499
 
                                 
Total
 
$
20,053
     
20,605
     
-
     
20,725
 

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

23


 
December 31, 2020
 
New York and other states*:
                       
(dollars in thousands)
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
Average
Recorded
Investment
 
                         
Commercial:
                       
Commercial real estate
 
$
819
     
943
     
-
     
1,186
 
Other
   
111
     
111
     
-
     
103
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
15,024
     
15,411
     
-
     
14,110
 
Home equity loans
   
219
     
240
     
-
     
235
 
Home equity lines of credit
   
2,158
     
2,298
     
-
     
2,258
 
                                 
Total
 
$
18,331
     
19,003
     
-
     
17,892
 

Florida:
                       
(dollars in thousands)
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
Average
Recorded
Investment
 
                         
Commercial:
                       
Commercial real estate
 
$
98
     
98
     
-
     
105
 
Other
   
-
     
-
     
-
     
-
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
2,908
     
2,908
     
-
     
2,555
 
Home equity loans
   
-
     
-
     
-
     
16
 
Home equity lines of credit
   
244
     
244
     
-
     
246
 
                                 
Total
 
$
3,250
     
3,250
     
-
     
2,922
 

Total:
                       
(dollars in thousands)
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
Average
Recorded
Investment
 
                         
Commercial:
                       
Commercial real estate
 
$
917
     
1,041
     
-
     
1,291
 
Other
   
111
     
111
     
-
     
103
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
17,932
     
18,319
     
-
     
16,665
 
Home equity loans
   
219
     
240
     
-
     
251
 
Home equity lines of credit
   
2,402
     
2,542
     
-
     
2,504
 
                                 
Total
 
$
21,581
     
22,253
     
-
     
20,814
 

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

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 during the three and six months ended June 30, 2021 and 2020.

24

As of June 30, 2021 and December 31, 2020 impaired loans included approximately $11.3 million and $11.7 million of loans in accruing status that were identified as TDR’s in accordance with regulatory guidance related to Chapter 7 bankruptcy loans, respectively.

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 June 30, 2021 and December 31, 2020, based upon management’s evaluation and due to the sufficiency of charge offs taken, none of the allowance for loan losses has been allocated to a specific impaired loan(s).

The following table presents, by class, loans that were modified as TDR’s:

 
Three months ended 6/30/2021
   
Three months ended 6/30/2020
 
                                     
New York and other states*:
 
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
 
(dollars in thousands)
                                     
Commercial:
                                   
Commercial real estate
   
-
   
$
-
     
-
     
-
   
$
-
     
-
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
2
     
368
     
368
     
2
     
294
     
294
 
Home equity loans
   
1
     
2
     
2
     
-
     
-
     
-
 
Home equity lines of credit
   
2
     
59
     
59
     
1
     
50
     
50
 
                                                 
Total
   
5
   
$
429
     
429
     
3
   
$
344
     
344
 

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
 
                                     
Commercial:
                                   
Commercial real estate
   
-
   
$
-
     
-
     
-
   
$
-
     
-
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
1
     
78
     
78
     
3
     
446
     
446
 
Home equity loans
   
-
     
-
     
-
     
-
     
-
     
-
 
Home equity lines of credit
   
-
     
-
     
-
     
-
     
-
     
-
 
                                                 
Total
   
1
   
$
78
     
78
     
3
   
$
446
     
446
 

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

25


 
Six months ended 6/30/2021
   
Six months ended 6/30/2020
 
                                     
New York and other states*:
 
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
 
(dollars in thousands)
                                     
Commercial:
                                   
Commercial real estate
   
-
   
$
-
     
-
     
-
   
$
-
     
-
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
2
     
368
     
368
     
3
     
457
     
457
 
Home equity loans
   
1
     
2
     
2
     
-
     
-
     
-
 
Home equity lines of credit
   
2
     
59
     
59
     
2
     
119
     
119
 
                                                 
Total
   
5
   
$
429
     
429
     
5
   
$
576
     
576
 

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
 
                                     
Commercial:
                                   
Commercial real estate
   
-
   
$
-
     
-
     
-
   
$
-
     
-
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
1
     
78
     
78
     
4
     
592
     
592
 
Home equity loans
   
-
     
-
     
-
     
-
     
-
     
-
 
Home equity lines of credit
   
-
     
-
     
-
     
-
     
-
     
-
 
                                                 
Total
   
1
   
$
78
     
78
     
4
   
$
592
     
592
 

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

The addition of these TDR’s did not have a significant impact on the allowance for loan losses.

In situations where the Company 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.


26

During the three months ended June 30, 2021 and 2020 there were no TDR’s that defaulted which had been modified during the last twelve months.  The following table presents, by class, TDR’s that defaulted during the six months ended June 30, 2021 and 2020 which had been modified within the last twelve months:

 
Three months ended 6/30/2021
   
Three months ended 6/30/2020
 
New York and other states*:
 
Number of
Contracts
   
Recorded
Investment
   
Number of
Contracts
   
Recorded
Investment
 
(dollars in thousands)
                         
Commercial:
                       
Commercial real estate
   
-
   
$
-
     
-
   
$
-
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
-
     
-
     
1
     
195
 
Home equity loans
   
-
     
-
     
-
     
-
 
Home equity lines of credit
   
-
     
-
     
-
     
-
 
                                 
Total
   
-
   
$
-
     
1
   
$
195
 

:Florida
                   
(dollars in thousands)
 
Number of
Contracts
   
Recorded
Investment
   
Number of
Contracts
   
Recorded
Investment
 
                         
Commercial:
                       
Commercial real estate
   
-
   
$
-
     
-
   
$
-
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
-
     
-
     
-
     
-
 
Home equity lines of credit
   
-
     
-
     
-
     
-
 
                                 
Total
   
-
   
$
-
     
-
   
$
-
 

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

The TDR’s that subsequently defaulted described above did not have a material impact on the allowance for loan losses.

Loan modifications and payment deferrals as a result of COVID-19 that meet the criteria established under Section 4013 of the CARES Act or under applicable interagency guidance of the federal banking regulators are excluded from evaluation of TDR classification and will continue to be reported as current during the payment deferral period. The Company’s policy is to continue to accrue interest during the deferral period. Loans not meeting the CARES ACT or regulatory guidance are evaluated for TDR and non-accrual treatment under the Company’s existing policies and procedures.  Loan modifications and payment deferrals made pursuant to COVID 19 as of June 30, 2021 were not material.

The Company categorizes non-homogenous 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, such as commercial and commercial real estate loans, individually by grading the loans based on credit risk.  The loan grades assigned to all loan types are tested by the Company’s internal loan review department in accordance with the Company’s internal loan review policy.

27

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 classified as such 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.

As of June 30, 2021 and December 31, 2020, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

 
June 30, 2021
 
                   
New York and other states*:
                 
(dollars in thousands)
 
Pass
   
Classified
   
Total
 
                   
Commercial:
                 
Commercial real estate
 
$
143,928
     
2,502
     
146,430
 
Other
   
48,536
     
197
     
48,733
 
                         
   
$
192,464
     
2,699
     
195,163
 

Florida:
                 
(dollars in thousands)
 
Pass
   
Classified
   
Total
 
                   
Commercial:
                 
Commercial real estate
 
$
17,833
     
560
     
18,393
 
Other
   
608
     
-
     
608
 
                         
   
$
18,441
     
560
     
19,001
 

Total:
                 
(dollars in thousands)
 
Pass
   
Classified
   
Total
 
                   
Commercial:
                 
Commercial real estate
 
$
161,761
     
3,062
     
164,823
 
Other
   
49,144
     
197
     
49,341
 
                         
   
$
210,905
     
3,259
     
214,164
 

* Includes New York, New Jersey and Massachusetts.

28


 
December 31, 2020
 
                   
New York and other states:
                 
(dollars in thousands)
 
Pass
   
Classified
   
Total
 
                   
Commercial:
                 
Commercial real estate
 
$
145,741
     
3,034
     
148,775
 
Other
   
44,522
     
410
     
44,932
 
                         
   
$
190,263
     
3,444
     
193,707
 

Florida:
                 
(dollars in thousands)
 
Pass
   
Classified
   
Total
 
                   
Commercial:
                 
Commercial real estate
 
$
18,092
     
574
     
18,666
 
Other
   
119
     
-
     
119
 
                         
   
$
18,211
     
574
     
18,785
 

Total:
                 
(dollars in thousands)
 
Pass
   
Classified
   
Total
 
                   
Commercial:
                 
Commercial real estate
 
$
163,833
     
3,608
     
167,441
 
Other
   
44,641
     
410
     
45,051
 
                         
   
$
208,474
     
4,018
     
212,492
 

* Includes New York, New Jersey and Massachusetts.

Included in classified loans in the above tables are impaired loans of $444 thousand and $796 thousand at June 30, 2021 and December 31, 2020, 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 Company’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 as of June 30, 2021 and December 31, 2020 is included in the aging of the recorded investment of the past due loans table.  In addition, the total nonperforming portion of these homogeneous loan pools as of June 30, 2021 and December 31, 2020 is presented in the non-accrual loans table.

29


(6) Fair Value of Financial Instruments

FASB Topic 820, 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 for 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 is 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 1 or Level 2 classification of the inputs for determining fair value. Interest and dividend income is recorded on the accrual method and is included in the Consolidated Statements of Income in the respective investment class under total interest and dividend income. 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 charge off 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.

30

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.

Assets and liabilities measured at fair value under ASC 820 on a recurring basis are summarized below:

There were no transfers between Level 1 and Level 2 during the three and six months ended June 30, 2021 and 2020.

 
Fair Value Measurements at
 
   
June 30, 2021 Using:
 
(dollars in thousands)
 
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
                         
U.S. government sponsored enterprises
 
$
74,579
   
$
-
   
$
74,579
   
$
-
 
State and political subdivisions
   
48
     
-
     
48
     
-
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
315,656
     
-
     
315,656
     
-
 
Corporate bonds
   
54,647
     
-
     
54,647
     
-
 
Small Business Administration- guaranteed participation securities
   
37,199
     
-
     
37,199
     
-
 
Other securities
   
686
     
-
     
686
     
-
 
                                 
Total securities available for sale
 
$
482,815
   
$
-
   
$
482,815
   
$
-
 

 
Fair Value Measurements at
 
   
December 31, 2020 Using:
 
(dollars in thousands)
 
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
                         
Securities available for sale:
                       
U.S. government sponsored enterprises
 
$
19,968
   
$
-
   
$
19,968
   
$
-
 
State and political subdivisions
   
103
     
-
     
103
     
-
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
316,158
     
-
     
316,158
     
-
 
Corporate bonds
   
59,939
     
-
     
59,939
     
-
 
Small Business Administration- guaranteed participation securities
   
42,217
     
-
     
42,217
     
-
 
Other securities
   
686
     
-
     
686
     
-
 
                                 
Total securities available for sale
 
$
439,071
   
$
-
   
$
439,071
   
$
-
 

31

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

 
 
Fair Value Measurements at
 
 
 
     
 
 
June 30, 2021 Using:
 
 
 
     
(dollars in thousands)
 
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
Valuation technique
Unobservable inputs
 
Range (Weighted Average)
 
 
                       
 
 
     
Other real estate owned
 
$
251
   
$
-
   
$
-
   
$
251
 
Sales comparison approach
Adjustments for differences between comparable sales
   
3% - 21% (10
%)
                                             
Impaired loans:
                                           
Real estate mortgage -1 to 4 family
   
-
     
-
     
-
     
-
 
Sales comparison
Adjustments for differences between comparable sales
   
N/A
 

 
 
Fair Value Measurements at
 
 
 
     
 
 
December 31, 2020 Using:
 
 
 
     
(dollars in thousands)
 
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
Valuation technique
Unobservable inputs
 
Range (Weighted Average)
 
 
                       
 
 
     
Other real estate owned
 
$
541
   
$
-
   
$
-
   
$
541
 
Sales comparison approach
Adjustments for differences between comparable sales
   
1% - 7% (2
%)
                                             
Impaired loans:
                                           
Real estate mortgage -1 to 4 family
   
211
     
-
     
-
     
211
 
Sales comparison
Adjustments for differences between comparable sales
   
11% - 12% (12
%)

Other real estate owned, that is carried at fair value less costs to sell was approximately $251 thousand at June 30, 2021 and consisted of residential real estate properties.  There were no commercial real estate properties. There were valuation charges of $121 thousand are included in earnings for the six months ended June 30, 2021.

Of the total impaired loans of $20.1 million at June 30, 2021, there are no impairments that 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 June 30, 2021. There were no gross charge offs related to residential impaired loans included in the table above for the three and six months ended June 30, 2021.

Other real estate owned, that is carried at fair value less costs to sell, was approximately $541 thousand at December 31, 2020 and consisted only residential real estate properties.  A valuation charge of $120 thousand is included in earnings for the year ended December 31, 2020.

Of the total impaired loans of $21.6 million at December 31, 2020, $211 thousand 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, 2020.  Gross charge offs related to residential impaired loans included in the table above amounted to $10 thousand at December 31, 2020.

32

In accordance with FASB Topic 825, Financial Instruments (‘‘ASC 825”), the carrying amounts and estimated fair values of financial instruments, at June 30, 2021 and December 31, 2020 are as follows:

(dollars in thousands)
       
Fair Value Measurements at
 
   
Carrying
   
June 30, 2021 Using:
 
   
Value
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial assets:
                             
Cash and cash equivalents
 
$
1,182,388
     
1,182,388
     
-
     
-
     
1,182,388
 
Securities available for sale
   
482,815
     
-
     
482,815
     
-
     
482,815
 
Held to maturity securities
   
11,665
     
-
     
12,707
     
-
     
12,707
 
Federal Home Loan Bank stock
   
5,604
     
N/A
     
N/A
     
N/A
     
N/A
 
Net loans
   
4,299,212
     
-
     
-
     
4,377,125
     
4,377,125
 
Accrued interest receivable
   
10,093
     
43
     
1,473
     
8,577
     
10,093
 
Financial liabilities:
                                       
Demand deposits
   
765,193
     
765,193
     
-
     
-
     
765,193
 
Interest bearing deposits
   
4,465,327
     
3,295,420
     
1,170,612
     
-
     
4,466,032
 
Short-term borrowings
   
237,791
     
-
     
237,791
     
-
     
237,791
 
Accrued interest payable
   
247
     
35
     
212
     
-
     
247
 

(dollars in thousands)
       
Fair Value Measurements at
 
   
Carrying
   
December 31, 2020 Using:
 
   
Value
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial assets:
                             
Cash and cash equivalents
 
$
1,107,099
     
1,107,099
     
-
     
-
     
1,107,099
 
Securities available for sale
   
439,071
     
-
     
439,071
     
-
     
439,071
 
Held to maturity securities
   
13,824
     
-
     
14,988
     
-
     
14,988
 
Federal Reserve Bank and Federal
                                       
Home Loan Bank stock
   
5,506
     
N/A
     
N/A
     
N/A
     
N/A
 
Net loans
   
4,194,875
     
-
     
-
     
4,287,585
     
4,287,585
 
Accrued interest receivable
   
10,031
     
39
     
1,458
     
8,534
     
10,031
 
Financial liabilities:
                                       
Demand deposits
   
652,756
     
652,756
     
-
     
-
     
652,756
 
Interest bearing deposits
   
4,384,437
     
3,088,064
     
1,298,375
     
-
     
4,386,439
 
Short-term borrowings
   
214,755
     
-
     
214,755
     
-
     
214,755
 
Accrued interest payable
   
474
     
68
     
406
     
-
     
474
 

33


(7) Accumulated Other Comprehensive Income (Loss)

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

 
 
Three months ended 6/30/2021
 
(dollars in thousands)
 
Balance at
4/1/2021
   
Other
Comprehensive
Income (loss)-
Before
Reclassifications
   
Amount
reclassified
from Accumulated
Other Comprehensive
Income
   
Other
Comprehensive
Income (loss)-
Three months ended
6/30/2021
   
Balance at
6/30/2021
 
 
                             
Net unrealized holding loss on securities available for sale, net of tax
 
$
2,725
     
622
     
-
     
622
     
3,347
 
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
6,084
     
-
     
-
     
-
     
6,084
 
Net change in net actuarial loss and prior service credit on pension and postretirement benefit plans, net of tax
   
(1,541
)
   
-
     
(50
)
   
(50
)
   
(1,591
)
                                         
Accumulated other comprehensive loss, net of tax
 
$
7,268
     
622
     
(50
)
   
572
     
7,840
 

 
Three months ended 6/30/2020
 
(dollars in thousands)
 
Balance at
4/1/2020
   
Other
Comprehensive
Income (loss)-
Before
Reclassifications
   
Amount
reclassified
from Accumulated
Other Comprehensive
Income
   
Other
Comprehensive
Income (loss)-
Three months ended
6/30/2020
   
Balance at
6/30/2020
 
                               
Net unrealized holding (gain) loss on securities available for sale, net of tax
 
$
7,376
     
685
     
-
     
685
     
8,061
 
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
4,840
     
-
     
-
     
-
     
4,840
 
Net change in net actuarial (gain) loss and prior service cost on pension and postretirement benefit plans, net of tax
   
(824
)
   
-
     
(141
)
   
(141
)
   
(965
)
                                         
Accumulated other comprehensive income (loss), net of tax
 
$
11,392
     
685
     
(141
)
   
544
     
11,936
 

 
 
Six months ended 6/30/2021
 
(dollars in thousands)
 
Balance at
1/1/2021
   
Other
Comprehensive
Income (loss)-
Before
Reclassifications
   
Amount
reclassified
from Accumulated
Other Comprehensive
Income
   
Other
Comprehensive
Income (loss)-
Three months ended
6/30/2021
   
Balance at
6/30/2021
 
 
                             
Net unrealized holding loss on securities available for sale, net of tax
 
$
7,186
     
(3,839
)
   
-
     
(3,839
)
   
3,347
 
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
6,084
     
-
     
-
     
-
     
6,084
 
Net change in net actuarial loss and prior service credit on pension and postretirement benefit plans, net of tax
   
(1,334
)
   
-
     
(257
)
   
(257
)
   
(1,591
)
                                         
Accumulated other comprehensive loss, net of tax
 
$
11,936
     
(3,839
)
   
(257
)
   
(4,096
)
   
7,840
 

 
Six months ended 6/30/2020
 
(dollars in thousands)
 
Balance at
1/1/2020
   
Other
Comprehensive
Income (loss)-
Before
Reclassifications
   
Amount
reclassified
from Accumulated
Other Comprehensive
Income
   
Other
Comprehensive
Income (loss)-
Three months ended
6/30/2020
   
Balance at
6/30/2020
 
                               
Net unrealized holding loss on securities available for sale, net of tax
 
$
286
     
8,630
     
(855
)
   
7,775
     
8,061
 
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
4,840
     
-
     
-
     
-
     
4,840
 
Net change in net actuarial loss and prior service credit on pension and postretirement benefit plans, net of tax
   
(665
)
   
-
     
(300
)
   
(300
)
   
(965
)
                                         
Accumulated other comprehensive loss, net of tax
 
$
4,461
     
8,630
     
(1,155
)
   
7,475
     
11,936
 

34

The following represents the reclassifications out of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2021 and 2020:

(dollars in thousands)
 
Three months ended
   
Six months ended
   
   
June 30,
   
June 30,
   
   
2021
   
2020
   
2021
   
2020
 
Affected Line Item in Financial Statements
Net unrealized holding gain on securities available for sale
                             
Realized gain on securities transactions
 
$
-
     
-
   
$
-
     
1,155
 
Net gain on securities transactions
Income tax effect
   
-
     
-
     
-
     
(300
)
Income taxes
Net of tax
   
-
     
-
     
-
     
855
   
                                        
Amortization of pension and postretirement benefit items:
                                     
Amortization of net actuarial gain
 
$
169
     
143
   
$
397
     
309
 
Salaries and employee benefits
Amortization of prior service (cost) credit
   
(102
)
   
49
     
(50
)
   
98
 
Salaries and employee benefits
Income tax benefit
   
(17
)
   
(51
)
   
(90
)
   
(107
)
Income taxes
Net of tax
   
50
     
141
     
257
     
300
   
                                        
Total reclassifications, net of tax
 
$
50
     
141
   
$
257
     
1,155
   

(8) Revenue from Contracts with Customers

All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized within Non-Interest Income.  The following table presents the Company’s sources of Non-Interest Income for the three months and six months ended June 30, 2021 and 2020. Items outside the scope of ASC 606 are noted as such.

(dollars in thousands)
 
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2021
   
2020
   
2021
   
2020
 
Non-interest income
                       
Service Charges on Deposits
                       
Overdraft fees
 
$
612
   
$
452
   
$
1,229
   
$
1,325
 
Other
   
492
     
382
     
961
     
811
 
Interchange Income
   
1,380
     
931
     
2,533
     
1,877
 
Net gain on securities transactions (a)
   
-
     
-
     
     
1,155
 
Wealth management fees
   
1,999
     
1,368
     
4,034
     
2,968
 
Other (a)
   
205
     
293
     
359
     
624
 
                                 
Total non-interest income
 
$
4,688
   
$
3,426
   
$
9,116
   
$
8,760
 

(a)
Not within the scope of ASC 606.

A description of the Company’s revenue streams accounted in accordance with ASC 606 as follows:

Service charges on Deposit Accounts:  The Company earns fees from its deposit customers for transaction-based, account maintenance and overdraft services.  Transaction-based fees, which include services such as stop payment charges, statement rendering and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request.  Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation.  Overdraft fees are recognized at the point in time that the overdraft occurs.  Service charges on deposits are withdrawn from the customer’s account balance.

35

Interchange Income:  Interchange revenue primarily consists of interchange fees, volume-related incentives and ATM charges. As the card-issuing bank, interchange fees represent our portion of discount fees paid by merchants for credit/debit card transactions processed through the interchange network.  The levels and structure of interchange rates are set by the card processing companies and are based on cardholder purchase volumes.  The Company earns interchange income as cardholder transactions occur and interchange fees are settled on a daily basis concurrent with the transaction processing services provided to the cardholder.

Wealth Management fees: Trustco Financial Services provides a comprehensive suite of trust and wealth management products and services, including financial and estate planning, trustee and custodial services, investment management, corporate retirement plan recordkeeping and administration of which a fee is charged to manage assets for investment or transact on accounts.  These fees are earned over time as the Company provides the contracted monthly or quarterly services and are generally assessed over the period in which services are performed based on a percentage of the fair value of assets under management or administration.  Other services are based on a fixed fee for certain account types, or based on transaction activity and are recognized when services are rendered.  Fees are withdrawn from the customer’s account balance.

Gains/Losses on Sales of Other Real Estate Owned “OREO”:  The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed.  When the company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable.  Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer.  In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain/ (loss) on sale if a significant financing component is present.

(9) Operating Leases

The Company adopted Topic 842 “Leases” effective January 1, 2019 and has applied the guidance to all operating leases within the scope of Topic 842 at that date.  The company elected to adopt practical expedients, which among other things, does not require reassessment of lease classification.

The Company has committed to rent premises used in business operations under non-cancelable operating leases and determines if an arrangement meets the definition of a lease upon inception.  Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Company’s balance sheets.

Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.  Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.  The Company’s leases do not provide an implicit rate, therefore the Company used its incremental collateralized borrowing rates commensurate with the underlying lease terms to determine present value of operating lease liabilities.  Additionally, the Company does allocate the consideration between lease and non-lease components.  The Company’s lease terms may include options to extend when it is reasonably certain that the Company will exercise that option.  Lease expense for lease payments is recognized on a straight-line basis over the lease term.  Variable lease components, such as fair market value adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities.  Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. As of June 30, 2021 the Company did not have any leases with terms of twelve months or less.

36

As of June 30, 2021 the Company has three leases that the construction has not started yet. At June 30, 2021 lease expiration dates ranged from six months to 23.3 years and have a weighted average remaining lease term of 8.9 years.  Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements. As mentioned above the leases generally also include variable lease components which include real estate taxes, insurance, and common area maintenance (“CAM”) charges in the annual rental payments.

Other information related to leases was as follows:

(dollars in thousands)
 
Three months ended
June 30,
 
   
2021
   
2020
 
Operating lease cost
 
$
2,003
     
1,932
 
Variable lease cost
   
507
     
675
 
                 
Total Lease costs
 
$
2,510
     
2,607
 

(dollars in thousands)
 
Six months ended
June 30,
 
   
2021
   
2020
 
Operating lease cost
 
$
4,019
     
3,927
 
Variable lease cost
   
1,009
     
1,155
 
                 
Total Lease costs
 
$
5,028
     
5,082
 

(dollars in thousands)
 
Six months ended
June 30,
 
   
2021
   
2020
 
Supplemental cash flows information:
           
Cash paid for amounts included in the measurement of lease liabilities:
           
Operating cash flows from operating leases
 
$
4,074
     
4,010
 
                 
Right-of-use assets obtained in exchange for lease obligations:
   
1,107
     
287
 
                 
Weighted average remaining lease term
 
8.9 years
   
9.0 years
 
Weighted average discount rate
   
3.13
%
   
3.25
%

37

Future minimum lease payments under non-cancellable leases as of June 30, 2021 were as follows:

(dollars in thousands)
 
   
Year ending
December 31,
     
2021(a)
 
$
4,092
 
2022
   
7,780
 
2023
   
7,475
 
2024
   
7,350
 
2025
   
6,976
 
Thereafter
   
24,616
 
Total lease payments
 
$
58,289
 
Less: Interest
   
7,703
 
         
Present value of lease liabilities
 
$
50,586
 

(a)
Excluding the six months ended June 30, 2021.

A member of the Board of Directors has an ownership interest in five entities that own commercial real estate leased by the Company for use as branch locations.  Total lease payments from the Company to those entities, which are included in the table above, owed at June 30, 2021, were $3.8 million, which includes interest in the amount of $552 thousand.

(10) Regulatory Capital Requirements

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy regulations and, additionally for banks, the prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators.  Failure to meet capital requirements can result in regulatory action. As of June 30, 2021, the Company and Bank meet all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications:  well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If a bank is not classified as well capitalized, regulatory approval is required to accept brokered deposits. If a bank is undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. 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. As of June, 2021 and December 31, 2020, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category. There are no conditions or events since that notification that management believes have changed the Bank’s category

38

The Bank and the Company reported the following capital ratios as of June 30, 2021 and December 31, 2020:

(Bank Only)
                       
 
             
Minimum for
Capital Adequacy plus
Capital Conservation
 
 
 
As of June 30, 2021
   
Well
 
 
(dollars in thousands)
 
Amount
   
Ratio
   
Capitalized(1)
   
Buffer (1)(2)
 
 
                       
Tier 1 leverage ratio
 
$
553,229
     
9.093
%
   
5.000
%
   
4.000
%
Common equity tier 1 capital
   
553,229
     
18.731
     
6.500
     
7.000
 
Tier 1 risk-based capital
   
553,229
     
18.731
     
8.000
     
8.500
 
Total risk-based capital
   
590,313
     
19.987
     
10.000
     
10.500
 

 
 
As of December 31, 2020
   
Well
   
Minimum for
Capital Adequacy plus
Capital Conservation
 
(dollars in thousands)
 
Amount
   
Ratio
   
Capitalized(1)
   
Buffer (1)(2)
 
 
                       
Tier 1 leverage ratio
 
$
539,897
     
9.378
%
   
5.000
%
   
4.000
%
Common equity tier 1 capital
   
539,897
     
18.646
     
6.500
     
7.000
 
Tier 1 risk-based capital
   
539,897
     
18.646
     
8.000
     
8.500
 
Total risk-based capital
   
576,257
     
19.902
     
10.000
     
10.500
 

(Consolidated)
           
   
As of June 30, 2021
   
Minimum for
Capital Adequacy plus
Capital Conservation
 
(dollars in thousands)
 
Amount
   
Ratio
   
Buffer (1)(2)
 
 
                 
Tier 1 leverage ratio
 
$
570,200
     
9.369
%
   
4.000
%
Common equity tier 1 capital
 
$
570,200
     
19.301
     
7.000
 
Tier 1 risk-based capital
 
$
570,200
     
19.301
     
8.500
 
Total risk-based capital
 
$
607,293
     
20.556
     
10.500
 

 
 
As of December 31, 2020
   
Minimum for
Capital Adequacy plus
Capital Conservation
 
(dollars in thousands)
 
Amount
   
Ratio
   
Buffer (1)(2)
 
 
                 
Tier 1 leverage ratio
 
$
555,672
     
9.650
%
   
4.000
%
Common equity Tier 1 capital
   
555,672
     
19.187
     
7.000
 
Tier 1 risk-based capital
   
555,672
     
19.187
     
8.500
 
Total risk-based capital
   
592,040
     
20.443
     
10.500
 

(1)
Federal regulatory minimum requirements to be considered to be Well Capitalized and Adequately Capitalized
(2)
The June 30, 2021 and December 31, 2020 common equity tier 1, tier 1 risk-based, and total risk-based capital ratios include a capital conservation buffer of 2.50 percent

(11) New Accounting Pronouncements

In September 2016, the FASB released ASU 2016-13, “Financial Instruments - Credit Losses” (referred to as “CECL”) which amended existing guidance to replace current generally accepted accounting principles used to measure a reporting entity’s credit losses.  The main objective of this update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.  To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

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As previously disclosed, the Company formed a cross-functional team to work through its implementation of CECL. The Company has selected the Discounted Cash Flow modeling method and is running parallel processes and is working to finalize assessment and documentation of processes, data and model validation testing, qualitative factors and forecast periods. The Company had previously elected to delay its adoption of CECL, as provided by the CARES Act until the date on which the National Emergency concerning COVID-19 was terminated or December 31, 2020, whichever occurred first.  The December 31, 2020 adoption date under the CARES Act was extended to January 1, 2022 as a part of the COVID-19 Relief Bill, which became law in December 2020, and therefore the Company intends to adopt CECL on January 1, 2022.

(12) Risks and Uncertainties

Beginning in March 2020, the Company experienced negative impacts to its business in the form of requests for loan deferrals of principal and interest due to the business disruption caused by COVID-19.  In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency.  On March 3, 2020, the Federal Reserve reduced the target federal funds rate by 50 basis points, followed by an additional reduction of 100 basis points on March 16, 2020. The Company has evaluated the impact of the effects of COVID-19 and determined that there have been no lasting material or systematic adverse impacts on the Company’s June 30, 2021 financial statements, except for the increase in the allowance for loan losses since the inception of the pandemic. As of June 30, 2021, the Company and Bank capital ratios were in excess of all regulatory requirements. While management believes that we have sufficient capital to withstand an extended economic recession brought about by the COVID-19 pandemic, our reported and regulatory capital ratios, as well as the ability of the Company and the Bank to pay dividends or make other distributions, could be adversely impacted by unanticipated credit losses. At this time, we do not believe there exists any impairment to our goodwill, long-lived assets, right of use assets, held to maturity investment securities, or available-for-sale investment securities due to the COVID-19 pandemic. It is uncertain whether prolonged effects of the COVID-19 pandemic will result in future impairment charges related to any of the aforementioned assets and continue to negatively impact net interest income, provision for loan losses, and noninterest income.

Loan modifications and payment deferrals as a result of COVID-19 that meet the criteria established under Section 4013 of the CARES Act or under applicable interagency guidance of the federal banking regulators are excluded from evaluation of TDR classification and will continue to be reported as current during the payment deferral period. The Company’s policy is to continue to accrue interest during the deferral period. Loans not meeting the CARES ACT or regulatory guidance are evaluated for TDR and non-accrual treatment under the Company’s existing policies and procedures. As of June 30, 2021, loans in deferral were not material.
 

 
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GRAPHIC
Crowe LLP
Independent Member Crowe Global

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and the Board of Directors of TrustCo Bank Corp NY
Glenville, New York

Results of Review of Interim Financial Information

We have reviewed the consolidated statement of financial condition of TrustCo Bank Corp NY (the "Company") as of June 30, 2021, and the related consolidated statements of income and comprehensive income for the three and six-month periods ended June 30, 2021 and June 30, 2020 and the related changes in shareholders’ equity and cash flows for the six-month periods ended June 30, 2021 and June 30, 2020, and the related notes (collectively referred to as the "interim financial information or statements"). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated statement of financial condition of the Company as of December 31, 2020, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 26, 2021, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of financial condition as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated statement of condition from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company's management.  We conducted our review in accordance with the standards of the PCAOB. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the company in accordance with the U.S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 
/s/ Crowe LLP
   
New York, New York
 
August 5, 2021
 
 

 
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Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations

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, including statements regarding the effect of the novel coronavirus disease (“COVID-19”)  pandemic on our business and our continuing response to the COVID-19 pandemic, that 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.

In addition to factors described under Part II, Item 1A, Risk Factors, and under the Risk Factor discussion in TrustCo’s Annual Report on Form 10-K for the year ended December 31, 2020, the factors listed below, 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.  Additionally, many of these risks and uncertainties are currently elevated by and may or will continue to be elevated by the COVID-19 pandemic.

The current COVID-19 pandemic, the effects of which could, and in some instances has, caused us to experience a decline in the demand for products and services; an increase in loan delinquencies; problem assets and foreclosures; a decline in collateral value; a work stoppage, forced quarantine, or other interruption or the unavailability of key employees; an increase in the allowance for loan losses; a reduction in wealth management revenues; an increase in Federal Deposit Insurance Corporation premiums; a reduction in the value of the securities portfolio; or a decline in the net worth and liquidity of loan guarantors;

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;

TrustCo’s ability to continue to maintain noninterest expense and other overhead costs at reasonable levels relative to income;

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;

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;

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restrictions or conditions imposed by TrustCo’s and Trustco Bank’s regulators on their operations that may make it more difficult to achieve TrustCo’s and Trustco Bank’s goals;

the future earnings and capital levels of TrustCo and Trustco Bank and the continued non objection from TrustCo’s and Trustco Bank’s primary federal banking regulators under regulatory rules to distribute capital from Trustco Bank to TrustCo, which could affect the ability of TrustCo to pay dividends;

the results of supervisory monitoring or 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;

adverse conditions in the securities markets that lead to impairment in the value of securities in TrustCo’s investment portfolio;

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;

changes in consumer spending, borrowing and savings habits;

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 regulatory capital requirements;

changes in management personnel;

real estate and collateral values;

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies Financial Accounting Standards Board or the Public Company Accounting Oversight Board;

disruptions, security breaches, or other adverse events affecting the third-party vendors who perform several of our critical processing functions;

technological changes and electronic, cyber and physical security breaches;

changes in local market areas and general business and economic trends;

TrustCo’s success at managing the risks involved in the foregoing and managing its business; and

other risks and uncertainties included under “Risk Factors” in our Form 10-K for the year ended December 31, 2020.

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.

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Following this discussion are the tables "Distribution of Assets, Liabilities and Shareholders' Equity: Interest Rates and Interest Differential" which gives a detailed breakdown of TrustCo's average interest earning assets and interest bearing liabilities for the three month and six month periods ended June 30, 2021 and 2020.

Introduction

The review that follows focuses on the factors affecting the financial condition and results of operations of TrustCo during the three month and six month periods ended June 30, 2021, with comparisons to the corresponding period in 2020, as applicable.  Net interest margin is presented on a fully taxable equivalent basis in this discussion.  The consolidated interim financial statements and related notes, as well as the 2020 Annual Report on Form 10-K, which was filed with the SEC on February 26, 2021, should also be read in conjunction with this review.  Amounts in prior period consolidated interim financial statements are reclassified whenever necessary to conform to the current period's presentation.

COVID-19 Impact

In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency.  The Company has evaluated the impact of the effects of COVID-19 and determined that there were no material or systematic adverse impacts on the Company’s balance sheets and results of operations as of and for the three month and six month periods ended June 30, 2021, except for the increase in the allowance for loan losses since the inception of the pandemic.  At this time, it is difficult to quantify the impact COVID-19 will have on future periods.

The following is a description of the impact the COVID-19 global pandemic is having on certain elements of our business:

Loan modifications

We began receiving requests from our borrowers for loan deferrals in March 2020 and agreed with many borrowers to modify their loans. Modifications included the deferral of principal and/or interest payments for terms generally up to 90 days. Requests were evaluated individually and approved modifications were based on the unique circumstances of each borrower. We are committed to working with our clients to allow time to work through the challenges of this pandemic. Loan modifications and payment deferrals as a result of COVID-19 that meet the criteria established under Section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which was enacted in March 2020, or under applicable interagency guidance of the federal banking regulators are excluded from evaluation of TDR classification and will continue to be reported as current during the payment deferral period. The Company’s policy is to continue to accrue interest during the deferral period.  Loans not meeting the CARES Act or regulatory guidance are evaluated for TDR and non-accrual treatment under the Company’s existing policies and procedures.  As of June 30, 2021, loans in deferral as a result of COVID-19 were not material.

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Paycheck Protection Program (“PPP”) and Liquidity

As part of the CARES Act, the Small Business Administration (SBA) has been authorized to guarantee loans under the PPP for small businesses who meet the necessary eligibility requirements in order to keep their workers on the payroll. The Company began accepting applications on April 3, 2020.  The Bank had originally funded 663 PPP loans totaling $46 million in 2020, and an additional 343 loans totaling $23 million in the first half of 2021.  As of June 30, 2021, 526 PPP loans totaling $32 million remain outstanding.  The Company receives loan origination fees which are recognized over the life of the loan and apply the effective yield method.

On April 9, 2020, the FDIC, Federal Reserve and OCC created the Paycheck Protection Program Liquidity Facility (“PPPLF”) to bolster the effectiveness of the PPP by providing liquidity to and neutralizing the regulatory capital effects on participating financial institutions. We do not intend to utilize the liquidity relief offered by the PPPLF as we do not expect our participation in the PPP to have a negative impact on our liquidity position, capital resources, financial condition or results of operations.

Asset impairment

At this time, we do not believe there exists any impairment to our goodwill, long-lived assets, right of use assets, held to maturity investment securities, or available-for-sale investment securities due to the COVID-19 pandemic. It is uncertain whether prolonged effects of the COVID-19 pandemic will result in future impairment charges related to any of the aforementioned assets.

Provision for loan losses

See “Allowance for Loan Losses” for more information.

Preventative measures

The Company has instituted preventative measures at branch and back office locations to protect the health of both the customers and our employees, including regular deep cleaning of facilities, adhering to CDC guidelines and practicing “social distancing.”  These additional expenses did not have a material impact on the Company for the three month and six month periods of 2021.

45

Federal Reserve Actions

The Federal Reserve Board has taken several actions to support the flow of credit to households and businesses.  Some of these pertinent actions include:

The establishment of the Commercial Paper Funding Facility, the Money Market Mutual Fund Liquidity Facility, and the Primary Dealer Credit Facility;
The expansion of central bank liquidity swap lines;
Steps to enhance the availability and ease terms for borrowing at the discount window;
The elimination of reserve requirements;
Guidance encouraging banks to be flexible with customers experiencing financial challenges related to the coronavirus and to utilize their liquidity and capital buffers in doing so;
Expand access to its PPPLF for additional SBA-qualified lenders; and
Statements encouraging the use of daylight credit at the Federal Reserve.

Economic Overview

During the second quarter of 2021, financial markets kept the momentum from the first quarter of 2021 with stocks making solid gains.  Several states pushed for relief of the pandemic related constraints and the increased availability of COVID-19 vaccinations continued to contribute to the increased confidence in the economy.  For the second quarter of 2021, the S&P 500 Index was up 8.2% and the Dow Jones Industrial Average was up 4.6%.  Credit markets continue to be driven by worldwide economic news, effects of COVID-19, and demand shifts.  The shape of the yield curve flattened during the quarter after it steepened in the first quarter of 2021.  The 10‑year Treasury bond averaged 1.59% during Q2 2021 compared to 1.34% in Q1 2021, an increase of 25 basis points.  The 2‑year Treasury bond average rate increased 4 basis points to 0.17%.  The spread between the 10‑year and the 2-year Treasury bonds expanded from 1.20% on average in Q1 to 1.42% in Q2.  This spread had been depressed in recent years, and compares to 2.42% during its most recent peak in Q4 of 2013.  Steeper yield curves are favorable for portfolio mortgage lenders like TrustCo.  The table below illustrates the range of rate movements for both short term and longer term rates.  The target Federal Funds rate remained flat at 0.00% to 0.25% for the quarter.  Spreads of most asset classes to the comparative treasury yield, including agency securities, corporates, municipals and mortgage-backed securities, continue to be down as compared to the levels seen before the pandemic.  Accordingly, changes in rates and spreads continue to be effected by the pandemic.

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3 Month
2 Year
5 Year
10 Year
 10 - 2 Year
     
Yield (%)
Yield (%)
Yield (%)
Yield (%)
 Spread (%)
               
Q2/20
 
Beg of Q2
0.11
0.23
0.37
0.70
0.47
 
Peak
0.26
0.28
0.48
0.91
0.69
 
Trough
0.09
0.13
0.28
0.58
0.38
 
End of Q2
0.16
0.16
0.29
0.66
0.50
 
Average in Q2
0.14
0.19
0.36
0.69
0.49
               
Q3/20
 
Beg of Q3
0.16
0.16
0.29
0.66
0.50
 
Peak
0.16
0.17
0.32
0.74
0.60
 
Trough
0.09
0.11
0.19
0.52
0.41
 
End of Q3
0.10
0.13
0.28
0.69
0.56
 
Average in Q3
0.14
0.14
0.27
0.65
0.51
               
Q4/20
 
Beg of Q4
0.10
0.13
0.28
0.69
0.56
 
Peak
0.12
0.19
0.46
0.98
0.83
 
Trough
0.07
0.11
0.27
0.68
0.54
 
End of Q4
0.09
0.13
0.36
0.93
0.80
 
Average in Q4
0.09
0.15
0.37
0.86
0.71
               
Q1/21
 
Beg of Q1
0.09
0.13
0.36
0.93
0.80
 
Peak
0.09
0.17
0.92
1.74
1.59
 
Trough
0.01
0.09
0.36
0.93
0.82
 
End of Q1
0.03
0.16
0.92
1.74
1.58
 
Average in Q1
0.05
0.13
0.62
1.34
1.20
               
Q2/21
 
Beg of Q2
0.03
0.16
0.92
1.74
1.58
 
Peak
0.06
0.28
0.97
1.73
1.56
 
Trough
0.01
0.13
0.73
1.45
1.19
 
End of Q2
0.05
0.25
0.87
1.45
1.20
 
Average in Q2
0.03
0.17
0.84
1.59
1.42

The United States economy continued to show improvements in heading into 2021 as mentioned above.  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 specific regional factors.

TrustCo believes that its long-term focus on traditional banking services and practices historically has enabled the Company to avoid significant impact from asset quality problems, and that the Company’s strong liquidity and solid capital positions have allowed the Company to continue to conduct business in a manner consistent with its past practice.  TrustCo has not engaged in the types of high risk loans and investments that have led to the widely reported problems in the industry, particularly those arising during the 2008-2010 financial crisis.  Nevertheless, the Company may experience increases in nonperforming loans (“NPLs”) relative to historical levels from time to time.  Should general housing prices and other economic measures, such as unemployment in the Company’s market areas, deteriorate as a result of the COVID-19 pandemic or other reasons, the Company may experience an increase in the level of credit risk and in the amount of its classified and nonperforming loans.

47

In a direct response to the COVID-19 pandemic, on March 27, 2020 Congress passed the CARES Act. As previously noted, included in the CARES Act is support for small businesses, direct payments to lower and middle income families, expanded unemployment insurance, additional funding for health care providers, as well as support for other industries.  The Federal Reserve Board, in an attempt to increase liquidity and promote the normal functioning of financial markets, also provided support by increasing purchases of Treasury securities and agency mortgage-backed securities.

Financial Overview

TrustCo recorded net income of $14.4 million, or $0.748 of diluted earnings per share, for the three months ended June 30, 2021, compared to net income of $11.3 million, or $0.584 of diluted earnings per share, in the same period in 2020.  For all periods presented, share and per share information has been adjusted for the Reverse Stock Split.  Return on average assets was 0.95% and 0.82%, respectively, for the three-months ended June 30, 2021 and 2020.  Return on average equity was 10.05% and 8.21%, respectively, for the three-months ended June 30, 2021 and 2020.

The primary factors accounting for the change in net income for the three months ended June 30, 2021 compared to the same period of the prior year were:

A decrease in the cost of interest bearing liabilities of $5.0 million, partially offset by a decrease in income from interest earning assets of $2.5 million, resulted in an increase in taxable equivalent net interest income in the second quarter of 2021 compared to the second quarter of 2020 of $2.4 million.

A decrease of $2.0 million in provision for loan losses for the second quarter of 2021 compared to the second quarter 2020 as a result of the beginning of the uncertainty surrounding the pandemic in the prior year.

An increase of $1.3 million in noninterest income for the second quarter of 2021 compared to the second quarter 2020.  The increase is primarily driven by higher financial services income due to higher market values of managed asset balances, as well as increased fees from customers.

An increase of $1.5 million in noninterest expense for the second quarter of 2021 compared to the second quarter 2020.

TrustCo recorded net income of $28.5 million, or $1.478 of diluted earnings per share, for the six‑months ended June 30, 2021, compared to net income of $24.6 million, or $1.272 of diluted earnings per share, in the same period in 2020.  Return on average assets was 0.96% and 0.92%, respectively, for the six-months ended June 30, 2021 and 2020.  Return on average equity was 10.03% and 9.04%, respectively, for the six-months ended June 30, 2021 and 2020.

Asset/Liability Management

The Company strives to generate its earnings capabilities through a mix of core deposits funding a prudent mix of earning assets.  Additionally, TrustCo attempts to maintain adequate liquidity and reduce the sensitivity of net interest income to changes in interest rates to an acceptable level while enhancing profitability both on a short-term and long-term basis.

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TrustCo’s results are affected by a variety of factors including competitive and economic conditions in the specific markets in which the Company operates and, more generally, by the national economy, financial market conditions and the regulatory environment.  Each of these factors is dynamic, and changes in any area can have an impact on TrustCo’s results.  Included in the Annual Report to Shareholders on Form 10-K for the year ended December 31, 2020 is a description of the effect interest rates had on the results for the year 2020 compared to 2019.  Many of the same market factors discussed in the 2020 Annual Report continued to have a significant impact on results through the second quarter of 2021, as well as the economic effect of COVID-19.

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.  In the experience of management, the absolute level of interest rates, changes in interest rates and customers’ expectations with respect to the direction of interest rates have a significant impact on the volume of loan and deposit originations in any particular period.

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.  From December 2015 through December 2018, the U.S. Federal Reserve Board increased its federal funds target rate from a range of 0.00% - 0.25% to a range of 2.25% - 2.50%. Beginning in the second half of 2019, the Federal Reserve Board began lowering the rate in response to a slowing economy.  During the first quarter of 2020 the rate was significantly decreased again as a result of the global pandemic related to COVID-19, and has returned the range of 0.00% to 0.25%.

The interest rate on the ten-year Treasury bond and other long-term interest rates have significant influence on the rates 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 10‑year Treasury.  The Federal Funds sold portfolio and other short‑term investments are affected primarily by changes in the Federal Funds target rate.  Deposit interest rates are most affected by 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 and the reverse is also generally applicable.  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 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.

49

TrustCo’s principal loan products are residential real estate loans.  As noted above, 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 10‑year Treasury yield increased 73 basis points, on average, during the second quarter of 2021 compared to the fourth quarter of 2020 and increased 90 basis points as compared to the second quarter of 2020.

While TrustCo has been affected by changes in financial markets over time, the impacts have been mitigated by the Company’s generally conservative approach to banking.  The Company utilizes a traditional underwriting process in evaluating loan applications, and since originated loans are retained in the portfolio, there is a strong incentive to be conservative in making credit decisions.  For additional information concerning TrustCo’s loan portfolio and nonperforming loans, please refer to the discussions under “Loans” and “Nonperforming Assets,” respectively.  Further, the Company does not rely on borrowed funds to support its assets and maintains a significant level of liquidity on the asset side of the balance sheet.  These characteristics provide the Company with increased flexibility and stability during periods of market disruption and interest rate volatility.

A fundamental component of TrustCo’s strategy has been to grow customer relationships and the deposits and loans that are part of those relationships.  The Company has significant capacity to grow its balance sheet given its extensive branch network.  The Company expects that growth to be profitable.  The current interest rate environment, however, has narrowed the margin on incremental balance sheet expansion.  While the Company has not changed its fundamental long term strategy in regard to utilizing its excess capacity, management continually evaluates changing conditions and may seek to limit growth or reduce the size of the balance sheet if its analysis indicates that doing so would be beneficial.

For the second quarter of 2021, the net interest margin was 2.70%, down 11 basis points versus the prior year’s quarter.  The quarterly results reflect the following significant factors:

The average balance of Federal Funds sold and other short-term investments increased by $399.3 million while the average yield decreased 1 basis point in the second quarter of 2021 compared to the same period in 2020.

The average balance of securities available for sale increased by $42.9 million while the average yield decreased 64 basis points to 1.44%.  The average balance of held to maturity securities decreased by $5.0 million and the average yield decreased 8 basis points to 3.67% for the second quarter of 2021 compared to the same period in 2020.

The average loan portfolio grew by $158.6 million to $4.31 billion and the average yield decreased 32 basis points to 3.70% in the second quarter of 2021 compared to the same period in 2020.

The average balance of interest bearing liabilities increased $364.8 million and the average rate paid decreased 47 basis points to 0.17% in the second quarter of 2021 compared to the same period in 2020.

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During the second quarter of 2021, the Company continued to focus on its strategy to expand the loan portfolio by offering competitive interest rates.  Management believes the TrustCo residential real estate loan product is very competitive compared to local and national competitors.  Competition remains strong in the Company’s market areas.

The strategy on the funding side of the balance sheet is to offer competitive shorter term rates which allowed the Bank to gain market share as well as retain our existing time deposits.  This strategy drove growth at a relatively low cost that will sustain TrustCo’s strong liquidity position and continue to allow us to cross sell new relationships and take advantage of opportunities as they arise.

Earning Assets

Total average interest earning assets increased from $5.35 billion in the second quarter of 2020 to $5.95 billion in the same period of 2021 with an average yield of 2.83% in the second quarter of 2021 and 3.33% in the second quarter of 2020.  There was a shift in the mix of assets towards a higher proportion of federal funds sold and other short-term investments as a result of the increase in deposits. There was a sharp decrease in the federal funds rate during March of 2020 significantly reducing the average yield on the federal funds sold and other short-term investments. Since then the rate has remained low through the second quarter 2021 decreasing slightly by 1 basis point to 0.10% from 0.11% in the second quarter of 2020. Interest income on average earning assets decreased from $44.6 million in the second quarter of 2020 to $42.1 million in the second quarter of 2021, on a tax equivalent basis, and was primarily driven by the lower rates on securities available for sale and loans.

Loans

The average balance of loans was $4.31 billion in the second quarter of 2021 and $4.15 billion in the comparable period in 2020.  The yield on loans was down 32 basis points to 3.70%.  Interest income on loans was $39.8 million in the second quarter of 2021 down $1.9 million from the same period in 2020.

Compared to the second quarter of 2020, the average balance of residential mortgage loans increased $193.9 million while the average balance of commercial loans decreased $8.1 million.  The average balance of residential mortgage loans was $3.85 billion in the second quarter of 2021 compared to $3.65 billion in 2020, an increase of 5.3%.  The average yield on residential mortgage loans decreased by 36 basis points to 3.62% in the second quarter of 2021 compared to 2020.

TrustCo actively markets the residential loan products within its market territories.  Mortgage loan rates are affected by a number of factors including rates on Treasury securities, the Federal Funds rate and rates set by competitors and secondary market participants.  TrustCo aggressively markets the unique aspects of its loan products thereby attempting to create a differentiation from other lenders.  These unique aspects include low closing costs, fast turn-around time on loan approvals, no escrow or mortgage insurance requirements for qualified borrowers and the fact that the Company typically holds these loans in portfolio and does not sell them into the secondary markets.  Assuming an eventual rise in long-term interest rates, the Company anticipates that the unique features of its loan products will continue to attract customers in the residential mortgage loan area.

51

Commercial loans, which consist primarily of loans secured by commercial real estate, decreased $8.1 million to an average balance of $214.9 million in the second quarter of 2021 compared to the same period in the prior year, primarily as a result of the forgiven PPP loans.  The average yield on this portfolio was up 17 basis points to 4.85% compared to the prior year period, primarily as a result of the origination fees recognized on forgiven PPP loans. The Company remains selective in underwriting commercial loans in recent periods as the apparent risk/reward balance has been less favorable in many cases.

The average yield on home equity credit lines decreased 11 basis points to 3.78% during the second quarter of 2021 compared to the year earlier period. The average balances of home equity credit lines decreased 9.8% to $234.5 million in the second quarter of 2021 as compared to the prior year.  Customers with home equity lines continue to refinance their balances into fixed rate mortgage loans given the current rate environment and have been less likely to draw on home equity lines due to receipt of COVID-19 stimulus payments and reduced tax benefits.

Securities Available for Sale

The average balance of the securities available for sale portfolio for the second quarter of 2021 was $496.9 million compared to $454.0 million for the comparable period in 2020.  The increasing balance reflects new investment purchases offset by paydowns, calls and maturities.  The current interest rate environment has significantly contributed to more bonds being called.  The average yield was 1.44% for the second quarter of 2021 compared to 2.08% for the second quarter of 2020.  This portfolio is primarily comprised of agency, mortgage backed securities and collateral mortgage obligation bonds issued by government sponsored enterprises (such as Fannie Mae, the Federal Home Loan Bank and Freddie Mac), Small Business Administration participation certificates, corporate bonds and municipal bonds.  These securities are recorded at fair value with any adjustment in fair value included in accumulated other comprehensive loss, net of tax.

The net unrealized gain in the available for sale securities portfolio was $4.5 million as of June 30, 2021 compared to a net unrealized gain of $9.7 million as of December 31, 2020.  The decrease in the net unrealized gains in the portfolio is the result of changes in market interest rate levels.

Held to Maturity Securities

The average balance of held to maturity securities was $12.2 million for the second quarter of 2021 compared to $17.2 million in the second quarter of 2020.  The decrease in balances reflects routine paydowns and calls.  No new securities were added to this portfolio during the period.  The average yield was 3.67% for the second quarter of 2021 compared to 3.75% for the year earlier period.  TrustCo expects to hold the securities in this portfolio until they mature or are called.

As of June 30, 2021, this portfolio consisted solely of agency issued mortgage-backed securities.  The balances for these securities are recorded at amortized cost.

52

Federal Funds Sold and Other Short-term Investments

The 2021 second quarter average balance of Federal Funds sold and other short‑term investments was $1.1 billion, a $399.3 million increase from the $727.0 million average for the same period in 2020.  The yield was 0.10% for the second quarter of 2021 and 0.11% for the comparable period in 2020.  Interest income from this portfolio increased $93 thousand from $193 thousand in 2020 to $286 thousand in 2021.  The higher average balances offset the 1 basis point decrease in yield.

The Federal Funds sold and other short-term investments portfolio is utilized to generate additional interest income and liquidity as funds are waiting to be deployed into the loan and securities portfolios.

Funding Opportunities

TrustCo utilizes various funding sources to support its earning asset portfolio.  The vast majority of the Company’s funding comes from traditional deposit vehicles such as savings, demand deposits, interest-bearing checking, money market and time deposit accounts.

Total average interest bearing deposit accounts (which includes interest bearing checking, money market accounts, savings and time deposits) increased $304.2 million to $4.5 billion for the second quarter of 2021 versus the second quarter in the prior year, and the average rate paid decreased from 0.64% for 2020 to 0.15% for 2021.  Total interest expense on these deposits decreased from $6.7 million to $1.7 million in the second quarter of 2021 compared to the year earlier period.  From the second quarter of 2020 to the second quarter of 2021, interest bearing demand account average balances were up 20.6%, certificates of deposit average balances were down 13.9%, non-interest demand average balances were up 37.1%, average savings balances increased 18.4% and money market balances were up 13.6%.   Our growth in deposits came at relatively low cost and continues to be offset by higher earnings on loan yields and returns in the investment portfolios.

At June 30, 2021, the maturity of total time deposits is as follows:

(dollars in thousands)
     
       
Under 1 year
 
$
1,070,842
 
1 to 2 years
   
86,555
 
2 to 3 years
   
9,338
 
3 to 4 years
   
2,229
 
4 to 5 years
   
784
 
Over 5 years
   
159
 
   
$
1,169,907
 

Average short-term borrowings for the second quarter were $233.4 million in 2021 compared to $172.8 million in 2020.  The average rate decreased during this time period from 0.55% in 2020 to 0.39% in 2021.  The short-term borrowings of the Company are cash management accounts, which represent retail accounts with customers for which the Bank has pledged certain assets as collateral.

53

The Company has a number of contingent funding alternatives available in addition to the large cash and cash equivalents position and the investment securities positions it maintains on its balance sheet.  The Bank is a member of the Federal Home Loan Bank of New York (“FHLBNY”) and is an eligible borrower at the Federal Reserve Bank of New York (“FRBNY”) and has the ability to borrow utilizing securities and/or loans as collateral at either.  The Bank does not utilize brokered deposits as a part of its funding strategy, but does incorporate them as a potential contingent funding source within its Asset/Liability Management Policy.  Like other contingent funding sources, brokered CDs may be tested from time to time to ensure operational and market readiness.

Net Interest Income

Taxable equivalent net interest income increased by $2.4 million to $40.1 million in the second quarter of 2021 compared to the same period in 2020.  The net interest spread was down 3 basis points to 2.66% in the second quarter of 2021 compared to the same period in 2020. As previously noted, the net interest margin was down 11 basis points to 2.70% for the second quarter of 2021 compared to the same period in 2020.

Taxable equivalent net interest income increased by $4.0 million to $80.2 million in the first six-months of 2021 compared to the same period in 2020.  The net interest spread was down 10 basis points to 2.70% in the first six-months of 2021 compared to the same period in 2020.  Net interest margin was down 19 basis points to 2.74% for the first six‑months of 2021 compared to the same period in 2020.

Nonperforming Assets

Nonperforming assets include nonperforming loans (“NPLs”), which are those loans in a non‑accrual status and loans past due three payments or more and still accruing interest.  Also included in the total of nonperforming assets are foreclosed real estate properties, which are included in other assets and categorized as other real estate owned.    As of June 30, 2021, there were $1.9 million pandemic related deferrals that have been recorded as NPLs and $2.0 million as troubled debt restructurings (“TDRs”).

The following describes the nonperforming assets of TrustCo as of June 30, 2021:

Nonperforming loans and foreclosed real estate: Total NPLs were $20.8 million at June 30, 2021, compared to $21.1 million at December 31, 2020 and $21.9 million at June 30, 2020.  There were also $20.8 million of non-accrual loans at June 30, 2021 compared to $21.1 million at December 31, 2020 and $21.9 million at June 30, 2020.  There were no loans at June 30, 2021 and 2020 and December 31, 2020 that were past due 90 days or more and still accruing interest.

At June 30, 2021, nonperforming loans primarily include a mix of commercial and residential loans.  Of total nonperforming loans of $20.8 million at June 30, 2021, $20.6 million were residential real estate loans, $150 thousand were commercial loans and mortgages and $43 thousand were installment loans, compared to $20.6 million, $452 thousand and $43 thousand, respectively, at December 31, 2020.

54

A significant percentage of nonperforming loans are residential real estate loans, which are historically lower-risk than most other types of loans.  Net recoveries were $137 thousand on residential real estate loans (including home equity lines of credit) for the second quarter of 2021 compared to net recoveries $27 thousand for the second quarter of 2020.  Management believes that these loans have been appropriately written down where required.

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 Florida, and avoids concentrations to any one borrower or any single industry.  TrustCo has no advances to borrowers or projects located outside the United States.  TrustCo continues to identify delinquent loans as quickly as possible and to move promptly to resolve problem loans.  Efforts to resolve delinquencies begin immediately after the payment grace period expires, with repeated, automatically generated notices, as well as personalized phone calls and letters.  Loans are placed in nonaccrual status once they are 90 days past due, or earlier if management has determined that such classification is appropriate.  Once in nonaccrual status, loans are either brought current and maintained current, at which point they may be returned to accrual status, or they proceed through the foreclosure process. The collateral on nonaccrual loans is evaluated periodically, and the loan value is written down if the collateral value is insufficient.  Additionally, due to the recent COVID-19 pandemic, the Bank is monitoring recent regulatory mandates by state in regards to a moratorium on foreclosures.

The Company originates loans throughout its branch franchise area.  At June 30, 2021, 71.2% of its gross loan portfolio balances were in New York State and the immediately surrounding areas (including New Jersey, Vermont and Massachusetts), and 28.8% were in Florida.  Those figures compare to 72.1% and 27.9%, respectively, at December 31, 2020.

Economic conditions vary widely by geographic location.  As a percentage of the total nonperforming loans as of June 30, 2021, 10.3% were to Florida borrowers, compared to 89.7% to borrowers in New York and surrounding areas.  For the three months ended June 30, 2021, New York and surrounding areas experienced net recoveries of approximately $163 thousand  and Florida experienced net recoveries of $1 thousand for the second quarter of 2021.

Other than loans currently identified as nonperforming and loan deferrals as a result of COVID-19, management is aware of no other loans in the Bank’s portfolio that pose material risk of the eventual non-collection of principal and interest.  Also as of June 30, 2021, 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 identified nonaccrual commercial and commercial real estate loans, as well as all loans restructured under a TDR, as impaired loans.  There were $670 thousand of commercial mortgages and commercial loans classified as impaired as of June 30, 2021 compared to $1.0 million at December 31, 2020.  There were $19.4 million of impaired residential loans at June 30, 2021 and $20.6 million at December 31, 2020.  The average balances of all impaired loans were $20.7 million for the six months of 2021 and $20.8 million for the full year 2020.

As of June 30, 2021 and December 31, 2020, the Company’s loan portfolio did not include any subprime mortgages or loans acquired with deteriorated credit quality.

55

At June 30, 2021 there was $251 thousand of foreclosed real estate compared to $541 thousand at December 31, 2020.

Allowance for loan losses: The balance of the allowance for loan losses is maintained at a level that is, in management’s judgment, representative of the amount of probable incurred losses in the loan portfolio.

(dollars in thousands)
 
As of
June 30, 2021
   
As of
December 31, 2020
 
   
Amount
   
Percent of
Loans to
Total Loans
   
Amount
   
Percent of
Loans to
Total Loans
 
Commercial
 
$
3,920
     
4.55
%
 
$
3,975
     
4.67
%
Real estate - construction
   
381
     
0.76
%
   
290
     
0.58
%
Real estate mortgage - 1 to 4 family
   
42,068
     
89.10
%
   
41,228
     
88.81
%
Home equity lines of credit
   
3,354
     
5.39
%
   
3,597
     
5.71
%
Installment Loans
   
432
     
0.20
%
   
505
     
0.23
%
   
$
50,155
     
100.00
%
 
$
49,595
     
100.00
%

At June 30, 2021, the allowance for loan losses was $50.2 million, compared to $48.1 million at June 30, 2020 and $49.6 million at December 31, 2020.  The allowance represents 1.15% of the loan portfolio as of both June 30, 2021 and 2020, and 1.17% at December 31, 2020.

There was no provision for loan losses for the quarter ended June 30, 2021 compared to provision for loan losses of $2 million for the quarter ended June 30, 2020.  The decrease is primarily driven by the recovery in the current economic environment from COVID-19.  Net recoveries for the three-month period ended June 30, 2020 were $164 thousand compared to net chargeoffs of $11 thousand for the prior year period.

During the second quarter of 2021, there were no commercial loan net recoveries, $137 thousand of net residential mortgage recoveries and $27 thousand of consumer loan net recoveries, compared with $6 thousand of net commercial loan recoveries, $27 thousand of residential mortgage net recoveries, offset by $44 thousand of consumer loan net chargeoffs for the same period prior year.

In determining the adequacy of the allowance for loan losses, management reviews the current nonperforming loan portfolio as well as loans that are past due and not yet categorized as nonperforming for reporting purposes.  Also, there are a number of other factors that are taken into consideration, including:

The magnitude and nature of recent loan chargeoffs and recoveries;
The growth in the loan portfolio and the implication that it has in relation to the economic climate in the Bank’s market territories;
The economic environment in the Upstate New York and Florida territories over the last several years, as well as in the Company’s other market areas; and
The economic environment as a result of the global pandemic.

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

Liquidity and Interest Rate Sensitivity

TrustCo seeks to obtain favorable sources of funding and to maintain prudent levels of liquid assets in order to satisfy varied liquidity demands.  Management believes that TrustCo’s earnings performance and strong capital position enable the Company to easily secure new sources of liquidity.  The Company actively manages its liquidity through target ratios established under its liquidity policies.  Continual monitoring of both historical and prospective ratios allows TrustCo to employ strategies necessary to maintain adequate liquidity.  Management has also defined various degrees of adverse liquidity situations which could potentially occur and has prepared appropriate contingency plans should such a situation arise.  As noted, the Company has a number of contingent funding alternatives available in addition to the large cash and cash equivalents position and the investment securities positions it maintains on its balance sheet.  As previously stated, the Bank is a member of the FHLBNY and is an eligible borrower at the FRBNY and has the ability to borrow utilizing securities and/or loans as collateral at either institution.  The Bank does not utilize brokered deposits as a part of its funding strategy, but does incorporate them as a contingent funding source within its Asset/Liability Management Policy.  Like other contingent funding sources, brokered CDs may be tested from time to time to ensure operational and market readiness.

The Company uses an industry standard external model as the primary tool to identify, quantify and project changes in interest rates 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 an economic or 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 value of capital projections as of June 30, 2021 are referenced below. The base case (current rates) 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 June 30, 2021. The table indicates the impact on the fair value of capital assuming interest rates were to instantaneously increase by 100 bp, 200 bp, 300 bp and 400 bp or to decrease by 100 bp.

 
As of June 30, 2021
Estimated Percentage of
Fair value of Capital to
Fair value of Assets
+400 BP
21.30
%
+300 BP
21.30
 
+200 BP
21.20
 
+100 BP
21.30
 
Current rates
20.50
 
-100 BP
17.30
 

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Noninterest Income

Total noninterest income for the second quarter of 2021 was $4.7 million compared to $3.4 million for the same period in the prior year.  Financial services income was up $631 thousand to $2.0 million in the second quarter of 2021 as compared to the year-ago period, primarily as a result of higher asset market values under management.  Fees for services to customers were up $679 thousand over the same period in the prior year, primarily as a result of more overdraft fees and interchange income.   The fair value of assets under management was $1.1 billion at June 30, 2021, $996.7 million as of December 31, 2020, and $880 million at June 30, 2020.

For the six months ended June 30, 2021 total noninterest income was $9.1 million, up $356 thousand compared to the prior year period.   The increase is also primarily the result of more financial services income as a result of higher asset market values under management, more interchange income, partially offset by net gains on securities transactions of $1.2 million in the prior period.

Noninterest Expenses

Total noninterest expenses were $25.4 million for the three-months ended June 30, 2021, compared to $23.9 million for the three-months ended June 30, 2020.  Significant changes included a $755 thousand increase in salaries and employment benefits, a $432 thousand increase in professional services, and a $294 thousand increase in outsourced services. Full time equivalent headcount was 806 as of June 30, 2020, 778 as of December 31, 2020, and 769 as of June 30, 2021.  Full time equivalent employees decreased from the prior year partially due to a strategic realignment and the impact of COVID-19 on the labor market.

Total noninterest expenses were $50.8 million for the six-months ended June 30, 2021, compared to $48.2 million for the six-months ended June 30, 2020.  Significant changes included an increase of $1.8 million in salaries and employee benefits, a $383 thousand increase in professional services, a $469 thousand increase in outsourced services, a $581 thousand increase FDIC and other insurance expense as a result of credits in the prior period due to the FDIC reaching the Deposit Reserve Fund reserve ratio, partially offset by a $186 thousand decrease in advertising expense, and a decrease of $542 thousand in other expenses.

Income Taxes

In the second quarter of 2021, TrustCo recognized income tax expense of $4.9 million compared to $3.9 million for the second quarter of 2020.  The effective tax rates were 25.5% and 25.8% for the second quarters of 2021 and 2020, respectively.  For the first six-months, income taxes were $9.7 million and $8.2 million in 2021 and 2020, respectively. The effective tax rates were 25.4% and 25.1% of 2021 and 2020, respectively.

Capital Resources

Consistent with its long-term goal of operating a sound and profitable financial organization, TrustCo strives to maintain strong capital ratios.

Banking regulators have moved towards higher required capital requirements due to the standards included in the Basel III reform measures and the Dodd-Frank Act, as well as a general trend towards reducing risk in the banking system by providing a greater capital margin.

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Total shareholders’ equity at June 30, 2021 was $578.6 million compared to $553.4 million at June 30, 2020. TrustCo declared a dividend of $0.340625 per share in the second quarter of 2021 and is adjusted for the Reverse Stock Split which occurred on May 28, 2021.  This results in a dividend payout ratio of 45.51% based on second quarter 2021 earnings of $14.4 million.

The Bank and the Company reported the following capital ratios as of June 30, 2021 and December 31, 2020:

(Bank Only)
                   
Minimum for
 
                     
Capital Adequacy plus
 
   
As of June 30, 2021
   
Well
   
Capital Conservation
 
(dollars in thousands)
 
Amount
   
Ratio
   
Capitalized(1)
   
Buffer (1)(2)
 
                         
Tier 1 leverage ratio
 
$
553,229
     
9.093
%
   
5.000
%
   
4.000
%
Common equity tier 1 capital
   
553,229
     
18.731
     
6.500
     
7.000
 
Tier 1 risk-based capital
   
553,229
     
18.731
     
8.000
     
8.500
 
Total risk-based capital
   
590,313
     
19.987
     
10.000
     
10.500
 

                     
Minimum for
 
                     
Capital Adequacy plus
 
   
As of December 31, 2020
   
Well
   
Capital Conservation
 
(dollars in thousands)
 
Amount
   
Ratio
   
Capitalized(1)
   
Buffer (1)(2)
 
                         
Tier 1 leverage ratio
 
$
539,897
     
9.378
%
   
5.000
%
   
4.000
%
Common equity tier 1 capital
   
539,897
     
18.646
     
6.500
     
7.000
 
Tier 1 risk-based capital
   
539,897
     
18.646
     
8.000
     
8.500
 
Total risk-based capital
   
576,257
     
19.902
     
10.000
     
10.500
 

(Consolidated)
                 
               
Minimum for
 
               
Capital Adequacy plus
 
   
As of June 30, 2021
   
Capital Conservation
 
(dollars in thousands)
 
Amount
   
Ratio
   
Buffer (1)(2)
 
                   
Tier 1 leverage ratio
 
$
570,200
     
9.369
%
   
4.000
%
Common equity tier 1 capital
   
570,200
     
19.301
     
7.000
 
Tier 1 risk-based capital
   
570,200
     
19.301
     
8.500
 
Total risk-based capital
   
607,293
     
20.556
     
10.500
 

             
Minimum for
 
               
Capital Adequacy plus
 
   
As of December 31, 2020
   
Capital Conservation
 
(dollars in thousands)
 
Amount
   
Ratio
   
Buffer (1)(2)
 
                   
Tier 1 leverage ratio
 
$
555,672
     
9.650
%
   
4.000
%
Common equity Tier 1 capital
   
555,672
     
19.187
     
7.000
 
Tier 1 risk-based capital
   
555,672
     
19.187
     
8.500
 
Total risk-based capital
   
592,040
     
20.443
     
10.500
 

(1)
Federal regulatory minimum requirements to be considered to be Well Capitalized and Adequately Capitalized
(2)
The June 30, 2021 and December 31, 2020 common equity tier 1, tier 1 risk-based, and total risk-based capital ratios include a capital conservation buffer of 2.50 percent

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In addition, at June 30, 2021, the consolidated equity to total assets ratio was 9.45%, compared to 9.63% at December 31, 2020 and 9.75% at June 30, 2020.

Both TrustCo and Trustco Bank are subject to regulatory capital requirements. On January 1, 2015, a new capital rule took effect that revised the federal bank regulatory agencies’ risk-based capital requirements and, for the first time, subjected the Company to consolidated regulatory capital requirements. Among other matters, the rule also established a new common equity Tier 1 minimum capital requirement of 4.5% of risk-weighted assets, increased the minimum Tier 1 capital to risk-based assets requirement from 4.0% to 6.0% of risk-weighted assets, changed the risk-weightings of certain assets, and changed what qualifies as capital for purposes of meeting the various capital requirements. In addition, the Company and the Bank are required to maintain additional levels of Tier 1 common equity (the capital conservation buffer) over the minimum risk-based capital levels before they may pay dividends, repurchase shares, or pay discretionary bonuses. The new rule was phased-in over several years and was fully in effect.

As of June 30, 2021, the capital levels of both TrustCo and the Bank exceeded the minimum standards, including with the fully phased-in capital conservation buffer is taken into account.

Under the Office of the Comptroller of the Currency’s (“OCC”) “prompt corrective action” regulations, a bank is deemed to be “well-capitalized” when its CET1, Tier 1, total risk-based, and leverage capital ratios are at least 6.5%, 8%, 10%, and 5%, respectively. A bank is deemed to be “adequately capitalized” or better if its capital ratios meet or exceed the minimum federal regulatory capital requirements, and “undercapitalized” if it fails to meet these minimal capital requirements. A bank is “significantly undercapitalized” if its CET1, Tier 1, total risk-based and leverage capital ratios fall below 3%, 4%, 6%, and 3%, respectively and “critically undercapitalized” if the institution has a ratio of tangible equity to total assets that is equal to or less than 2%. At June 30, 2021 and 2020, Trustco Bank met the definition of “well-capitalized.”

As noted, the Company’s dividend payout ratio was 45.51% of net income for the second quarter of 2021 and 58.37% of net income for the second quarter of 2020. The per-share dividend paid in the second quarter of 2021 and 2020 was $0.340625 and is adjusted for the Reverse Stock Split.  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 OCC 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.

TrustCo maintains a dividend reinvestment plan (“DRP”) with approximately 7,293 participants. The DRP allows participants to reinvest dividends 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.

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Reverse Stock Split

On February 16, 2021, the Company announced that the Board of Directors planned to seek shareholder approval for a reverse stock split of the Company’s common stock at a ratio of 1 for 5, and, effective at the same time of the reverse stock split, to reduce the number of authorized shares of the Company’s common stock from 150,000,000 to 30,000,000 shares.  On May 20, 2021 the Reverse Stock Split was approved at the annual shareholder meeting.  All references herein to common stock and per share data for all periods presented have been retrospectively adjusted to reflect the Reverse Stock Split.

Share Repurchase Program

On June 7, 2019 the Company’s Board of Directors authorized a share repurchase program of up to 1,000,000 shares.  During the three months ended March 31, 2020, the Company repurchased a total of 489 thousand shares at an average price per share of $7.11 for a total of $3.5 million under its Board authorized share repurchase program.  The shares purchased as of March 31, 2020 represented .51% of our common shares outstanding.  On April 16, 2020 the Company announced that it has suspended its share repurchase program.  On February 18, 2021 the Company’s Board of Directors authorized another share repurchase program of up to 2,000,000 shares and was adjusted to 400,000 shares as a result of the approval of the Reverse Stock Split, and represents approximately 2% of its currently outstanding common stock.  During the three months ended June 30, 2021, the Company repurchased a total of 20 thousand shares at an average price per share of $36.59 for a total of $733 thousand under its Board authorized share repurchase program.

Critical Accounting Policies and Estimates

Pursuant to Securities and Exchange Commission (“SEC”) guidance, management of the Company is encouraged to evaluate and disclose those accounting policies 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 the inherent risk of losses in the loan 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 Annual Report on Form 10‑K for the year ended December 31, 2020 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 11 to the consolidated financial statements for a detailed discussion of new accounting pronouncements and their impact on the Company.  As indicated in Note 11, as allowed by the CARES Act the Bank elected to delay the adoption of ASU 2016-13, “Financial Instruments – Credit Losses,” until the earlier of the termination of the national emergency concerning COVID-19 or December 31, 2020.  The December 31, 2020 adoption date under the CARES Act was extended to January 1, 2022 as a part of the COVID-19 Relief Bill, which became law in December 2020, and therefore the Company intends to adopt CECL on January 1, 2022.

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TrustCo Bank Corp NY
Management's Discussion and Analysis
STATISTICAL DISCLOSURE

I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY:
INTEREST RATES AND INTEREST DIFFERENTIAL

The following table summarizes the component distribution of the average balance sheet, related interest income and expense and the average annualized yields on interest earning assets and annualized rates on interest bearing liabilities of TrustCo (adjusted for tax equivalency) for each of the reported periods. Nonaccrual loans are included in loans for this analysis. The average balances of securities available for sale and held to maturity are calculated using amortized costs for these securities.  Included in the average balance of shareholders' equity is the unrealized gain, net of tax, in the available for sale portfolio of $3.8 million in 2021 and $8.2 million in 2020.  The subtotals contained in the following table are the arithmetic totals of the items contained in that category.  Increases and decreases in interest income and expense due to both rate and volume have been allocated to the categories of variances (volume and rate) based on the percentage relationship of such variances to each other.

(dollars in thousands)
 
Three months ended
June 30, 2021
   
Three months ended
June 30, 2020
                   
                                                       
Assets
 
Average
Balance
   
Interest
   
Average
Rate
   
Average
Balance
   
Interest
   
Average
Rate
   
Change in
Interest
Income/
Expense
   
Variance
Balance
Change
   
Variance
Rate
Change
 
                                                       
Securities available for sale:
                                                     
U. S. government sponsored enterprises
 
$
74,971
   
$
97
     
0.52
%
 
$
23,291
   
$
106
     
1.83
%
 
$
(9
)
   
455
     
(464
)
Mortgage backed securities and collateralized mortgage obligations-residential
   
327,332
     
1,167
     
1.43
%
   
333,122
     
1,527
     
1.83
%
   
(360
)
   
(26
)
   
(334
)
State and political subdivisions
   
48
     
-
     
-
%
   
110
     
2
     
7.90
%
   
(2
)
   
(1
)
   
(1
)
Corporate bonds
   
57,021
     
323
     
2.27
%
   
51,494
     
488
     
3.79
%
   
(165
)
   
296
     
(461
)
Small Business Administration-guaranteed participation securities
   
36,839
     
193
     
2.09
%
   
45,260
     
229
     
2.03
%
   
(36
)
   
(76
)
   
40
 
Other
   
686
     
5
     
2.92
%
   
685
     
5
     
2.92
%
   
-
     
-
     
-
 
                                                                         
Total securities available for sale
   
496,897
     
1,785
     
1.44
%
   
453,962
     
2,357
     
2.08
%
   
(572
)
   
648
     
(1,220
)
                                                                         
Federal funds sold and other short-term Investments
   
1,126,298
     
286
     
0.10
%
   
727,006
     
193
     
0.11
%
   
93
     
187
     
(94
)
                                                                         
Held to maturity securities:
                                                                       
Mortgage backed securities and collateralized mortgage obligations-residential
   
12,179
     
111
     
3.67
%
   
17,199
     
162
     
3.75
%
   
(51
)
   
(47
)
   
(4
)
                                                                         
Total held to maturity securities
   
12,179
     
111
     
3.67
%
   
17,199
     
162
     
3.75
%
   
(51
)
   
(47
)
   
(4
)
                                                                         
Federal Reserve Bank and Federal Home Loan Bank stock
   
5,598
     
65
     
4.64
%
   
9,332
     
192
     
8.23
%
   
(127
)
   
(61
)
   
(66
)
                                                                         
Commercial loans
   
214,912
     
2,608
     
4.85
%
   
223,002
     
2,610
     
4.68
%
   
(2
)
   
(385
)
   
383
 
Residential mortgage loans
   
3,847,274
     
34,836
     
3.62
%
   
3,653,342
     
36,365
     
3.98
%
   
(1,529
)
   
9,143
     
(10,672
)
Home equity lines of credit
   
234,476
     
2,211
     
3.78
%
   
260,029
     
2,515
     
3.89
%
   
(304
)
   
(238
)
   
(66
)
Installment loans
   
8,349
     
153
     
7.34
%
   
10,044
     
175
     
7.02
%
   
(22
)
   
(68
)
   
46
 
                                                                         
Loans, net of unearned income
   
4,305,011
     
39,808
     
3.70
%
   
4,146,417
     
41,665
     
4.02
%
   
(1,857
)
   
8,452
     
(10,309
)
                                                                         
Total interest earning assets
   
5,945,983
     
42,055
     
2.83
%
   
5,353,916
     
44,569
     
3.33
%
   
(2,514
)
   
9,179
     
(11,693
)
                                                                         
Allowance for loan losses
   
(50,196
)
                   
(46,832
)
                                       
Cash & non-interest earning assets
   
197,561
                     
195,815
                                         
                                                                         
Total assets
 
$
6,093,348
                     
5,502,899
                                         
                                                                         
Liabilities and shareholders' equity
                                                                       
                                                                         
Deposits:
                                                                       
Interest bearing checking accounts
 
$
1,149,296
     
46
     
0.02
%
 
$
953,299
   
$
26
     
0.01
%
   
20
     
6
     
14
 
Money market accounts
   
729,136
     
236
     
0.13
%
   
641,593
     
862
     
0.54
%
   
(626
)
   
706
     
(1,332
)
Savings
   
1,382,604
     
162
     
0.05
%
   
1,167,844
     
166
     
0.06
%
   
(4
)
   
138
     
(142
)
Time deposits
   
1,198,064
     
1,261
     
0.42
%
   
1,392,136
     
5,599
     
1.62
%
   
(4,338
)
   
(688
)
   
(3,650
)
                                                                         
Total interest bearing deposits
   
4,459,100
     
1,705
     
0.15
%
   
4,154,872
     
6,653
     
0.64
%
   
(4,948
)
   
162
     
(5,110
)
Short-term borrowings
   
233,426
     
228
     
0.39
%
   
172,834
     
235
     
0.55
%
   
(7
)
   
297
     
(304
)
                                                                         
Total interest bearing liabilities
   
4,692,526
     
1,933
     
0.17
%
   
4,327,706
     
6,888
     
0.64
%
   
(4,955
)
   
459
     
(5,414
)
                                                                         
Demand deposits
   
751,719
                     
548,178
                                         
Other liabilities
   
73,368
                     
75,603
                                         
Shareholders' equity
   
575,735
                     
551,412
                                         
                                                                         
Total liabilities and shareholders' equity
 
$
6,093,348
                   
$
5,502,899
                                         
                                                                         
Net interest income , tax equivalent
           
40,122
                     
37,681
           
$
2,441
     
8,720
     
(6,279
)
                                                                         
Net interest spread
                   
2.66
%
                   
2.69
%
                       
                                                                         
Net interest margin (net interest income to total interest earning assets)
                   
2.70
%
                   
2.81
%
                       
                                                                         
Tax equivalent adjustment
           
-
                     
-
                                 
                                                                         
Net interest income
           
40,122
                     
37,681
                                 

62

TrustCo Bank Corp NY
Management's Discussion and Analysis
STATISTICAL DISCLOSURE

I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY:
INTEREST RATES AND INTEREST DIFFERENTIAL

The following table summarizes the component distribution of the average balance sheet, related interest income and expense and the average annualized yields on interest earning assets and annualized rates on interest bearing liabilities of TrustCo (adjusted for tax equivalency) for each of the reported periods. Nonaccrual loans are included in loans for this analysis. The average balances of securities available for sale and held to maturity are calculated using amortized costs for these securities.  Included in the average balance of shareholders' equity is the unrealized gain (loss), net of tax, in the available for sale portfolio of $4.2 million in 2021 and $6.6 million in 2020.  The subtotals contained in the following table are the arithmetic totals of the items contained in that category.  Increases and decreases in interest income and expense due to both rate and volume have been allocated to the categories of variances (volume and rate) based on the percentage relationship of such variances to each other.

(dollars in thousands)
 
Six months ended
June 30, 2021
   
Six months ended
June 30, 2020
                   
                                                       
Assets
 
Average
Balance
   
Interest
   
Average
Rate
   
Average
Balance
   
Interest
   
Average
Rate
   
Change in
Interest
Income/
Expense
   
Variance
Balance
Change
   
Variance
Rate
Change
 
                                                       
Securities available for sale:
                                                     
U. S. government sponsored enterprises
 
$
63,374
     
147
     
0.46
%
 
$
57,830
     
527
     
1.82
%
 
$
(380
)
   
136
     
(516
)
Mortgage backed securities and collateralized mortgage obligations-residential
   
327,472
     
2,404
     
1.47
%
   
352,445
     
3,640
     
2.07
%
   
(1,236
)
   
(243
)
   
(993
)
State and political subdivisions
   
49
     
1
     
6.60
%
   
112
     
4
     
7.74
%
   
(3
)
   
(2
)
   
(1
)
Corporate bonds
   
60,160
     
639
     
2.12
%
   
39,913
     
726
     
3.64
%
   
(87
)
   
618
     
(705
)
Small Business Administration-guaranteed participation securities
   
38,203
     
399
     
2.09
%
   
46,339
     
474
     
2.05
%
   
(75
)
   
(101
)
   
26
 
Other
   
687
     
11
     
3.20
%
   
685
     
11
     
3.21
%
   
-
     
-
     
-
 
                                                                         
Total securities available for sale
   
489,945
     
3,601
     
1.47
%
   
497,324
     
5,382
     
2.16
%
   
(1,781
)
   
408
     
(2,189
)
                                                                         
Federal funds sold and other short-term Investments
   
1,078,201
     
556
     
0.10
%
   
569,541
     
1,460
     
0.52
%
   
(904
)
   
2,038
     
(2,942
)
                                                                         
Held to maturity securities:
                                                                       
Mortgage backed securities and collateralized mortgage obligations-residential
   
12,723
     
234
     
3.68
%
   
17,671
     
337
     
3.81
%
   
(103
)
   
(92
)
   
(11
)
                                                                         
Total held to maturity securities
   
12,723
     
234
     
3.68
%
   
17,671
     
337
     
3.81
%
   
(103
)
   
(92
)
   
(11
)
                                                                         
Federal Reserve Bank and Federal Home Loan Bank stock
   
5,552
     
134
     
4.83
%
   
9,258
     
274
     
5.92
%
   
(140
)
   
(96
)
   
(44
)
                                                                         
Commercial loans
   
213,853
     
5,554
     
5.19
%
   
210,524
     
5,152
     
4.89
%
   
402
     
82
     
320
 
Residential mortgage loans
   
3,818,426
     
69,687
     
3.65
%
   
3,627,535
     
72,826
     
4.02
%
   
(3,139
)
   
8,623
     
(11,762
)
Home equity lines of credit
   
236,417
     
4,471
     
3.81
%
   
262,745
     
5,383
     
4.12
%
   
(912
)
   
(521
)
   
(391
)
Installment loans
   
8,573
     
313
     
7.37
%
   
10,380
     
367
     
7.11
%
   
(54
)
   
(89
)
   
35
 
                                                                         
Loans, net of unearned income
   
4,277,269
     
80,025
     
3.75
%
   
4,111,184
     
83,728
     
4.08
%
   
(3,703
)
   
8,095
     
(11,798
)
                                                                         
Total interest earning assets
   
5,863,690
     
84,550
     
2.89
%
   
5,204,978
     
91,181
     
3.51
%
   
(6,631
)
   
10,353
     
(16,984
)
                                                                         
Allowance for loan losses
   
(50,071
)
                   
(45,676
)
                                       
Cash & non-interest earning assets
   
197,682
                     
194,718
                                         
                                                                         
Total assets
 
$
6,011,301
                   
$
5,354,020
                                         
                                                                         
Liabilities and shareholders' equity
                                                                       
                                                                         
Deposits:
                                                                       
Interest bearing checking accounts
 
$
1,117,113
     
98
     
0.02
%
 
$
912,226
     
42
     
0.01
%
   
56
     
10
     
46
 
Money market accounts
   
727,363
     
519
     
0.14
%
   
627,897
     
1,958
     
0.63
%
   
(1,439
)
   
798
     
(2,237
)
Savings
   
1,349,013
     
321
     
0.05
%
   
1,142,201
     
399
     
0.07
%
   
(78
)
   
147
     
(225
)
Time deposits
   
1,229,838
     
2,927
     
0.48
%
   
1,381,025
     
11,990
     
1.75
%
   
(9,063
)
   
(1,188
)
   
(7,875
)
                                                                         
Total interest bearing deposits
   
4,423,327
     
3,865
     
0.18
%
   
4,063,349
     
14,389
     
0.71
%
   
(10,524
)
   
(233
)
   
(10,291
)
Short-term borrowings
   
228,643
     
456
     
0.40
%
   
163,251
     
557
     
0.69
%
   
(101
)
   
413
     
(514
)
                                                                         
Total interest bearing liabilities
   
4,651,970
     
4,321
     
0.19
%
   
4,226,600
     
14,946
     
0.71
%
   
(10,625
)
   
180
     
(10,805
)
                                                                         
Demand deposits
   
712,790
                     
503,327
                                         
Other liabilities
   
73,276
                     
77,303
                                         
Shareholders' equity
   
573,265
                     
546,790
                                         
                                                                         
Total liabilities and shareholders' equity
 
$
6,011,301
                   
$
5,354,020
                                         
                                                                         
Net interest income , tax equivalent
           
80,229
                     
76,235
           
$
3,994
     
10,173
     
(6,179
)
                                                                         
Net interest spread
                   
2.70
%
                   
2.80
%
                       
                                                                         
Net interest margin (net interest income to total interest earning assets)
                   
2.74
%
                   
2.93
%
                       
                                                                         
Tax equivalent adjustment
           
-
                     
(1
)
                               
                                                                         
                                                                         
Net interest income
           
80,229
                     
76,234
                                 

63

Item 3.
Quantitative and Qualitative Disclosures about Market Risk

As detailed in the Annual Report to Shareholders as of December 31, 2020, the Company is subject to interest rate risk as its principal market risk.  As noted in the Management’s Discussion and Analysis for the three-month and six-month month periods ended June 30, 2021 and 2020, the Company continues to respond to changes in interest rates in such a way that positions the Company to meet short term earning goals and also allows the Company to respond to changes in interest rates in the future.  Consequently, for the second quarter of 2021, the Company had an average balance of Federal Funds sold and other short-term investments of $1.1 billion compared to $727.0 million in the second quarter of 2020.  As investment opportunities present themselves, management plans to invest funds from the Federal Funds sold and other short-term investment portfolio into the securities available for sale, securities held to maturity and loan portfolios.  Additional disclosure of interest rate risk can be found under “Liquidity and Interest Rate Sensitivity” and “Asset/Liability Management” in the Management’s Discussion and Analysis section of this document.

Market disruptions brought about by the COVID-19 pandemic may adversely affect our sensitivity to market interest rates.  We could experience an increase in the cost of funding on our balance sheet.  We could also experience increased pricing competition for our existing loans or future borrower prospects, which could decrease rates earned on our earning assets.

Item 4.
Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report.

The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (“Exchange Act”)) designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.  Based upon this evaluation of those disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer of the Company concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Further, no evaluation of a cost-effective system of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

64

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter to which this report relates that have materially affected or are reasonably likely to materially affect, the internal control over financial reporting.

PART II
OTHER INFORMATION

Item 1.
Legal Proceedings

None.

Item 1A.
Risk Factors

There were no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2020.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchase Program

The following table provides certain information with respect to the Company’s purchases of its common shares during the three months ended June 30, 2021:

                       
Period
 
Total
numbers of
shares purchased
   
Average price paid per
share
   
Total number of
shares purchased as
part of publicly
announced plans or
programs
   
Maximum number of
shares that may yet
be purchased under
the plans or programs
(1)
 
April 1, 2021 through April 30, 2021
   
-
     
N/A
     
-
     
-
 
May 1, 2021 through May 31, 2021
   
-
     
N/A
     
-
     
-
 
June 1, 2021 through June 30, 2021
   
20,000
   
$
36.59
     
20,000
     
380,000
 
Total
   
20,000
   
$
36.59
     
20,000
     
380,000
 

(1)
On February 18, 2021 the Company’s Board of Directors authorized another share repurchase program of up to 400,000 shares as adjusted for the Reverse Stock Split, or approximately 2% of its currently outstanding common stock.  The Company commenced repurchases under the program during the quarter ended June 30, 2021.

Item 3.
Defaults Upon Senior Securities

None.

Item 4.
Mine Safety

None.

Item 5.
Other Information

None.

65

Item 6.
Exhibits

Reg S-K (Item 601)
Exhibit No.
Description
 
 
3.1
Amended and Restated Certificate of Incorporation, as amended
 
 
15
Crowe LLP Letter Regarding Unaudited Interim Financial Information
 
 
Rule 13a-15(e)/15d-15(e) Certification of Robert J. McCormick, principal executive officer.
 
 
Rule 13a-15(e)/15d-15(e) Certification of Michael M. Ozimek, principal financial officer.
 
 
32
Section 1350 Certifications of Robert J. McCormick, principal executive officer and Michael M. Ozimek, principal financial officer.
 
 
101.INS
Instance Document
 
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE
XBRLTaxonomy Extension Presentation Linkbase Document


66

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
TrustCo Bank Corp NY
 
 
 
By: /s/ Robert J. McCormick
 
 
Robert J. McCormick
 
Chairman, President and Chief Executive Officer
 
 
 
By: /s/ Michael M. Ozimek
 
 
Michael M. Ozimek
 
Executive Vice President and Chief Financial Officer
 
 
Date:  August 5, 2021
 


67


Exhibit 3.1

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF
TRUSTCO BANK CORP N Y

Under Section 805 of the Business Corporation Law IT IS HEREBY CERTIFIED THAT:


1.
The name of the corporation is TRUSTCO BANK CORP N Y.


2.
The certificate of incorporation was filed by the New York Department of State on the 28th day of October, 1981 and was amended thereafter prior to the date hereof (as amended, the “Certificate of Incorporation”).


3.
The subject matter of this Certificate of Amendment (this “Amendment”) by the Corporation is to effect a combination of its Common Stock, $1 par value (the “Common Stock”), which is to be effected by means of a one-share-for-five-shares combination of its Common Stock issued and outstanding or held in treasury and by reducing in the same proportion its authorized Common Stock from 150,000,000 authorized shares of Common Stock to 30,000,000 authorized shares of Common Stock.  There is no impact on the par value of the Common Stock or on the number of the 500,000 authorized shares of Preferred Stock of the par value of $10 per share.  In order to give effect to the foregoing combination of the Common Stock, effective upon filing of this Amendment, Section 4.1 of Article FOURTH of the Certificate of Incorporation is hereby amended to read in its entirety as follows:

“4.1        The total number of shares of Common Stock which the Corporation shall have authority to issue is 30,000,000 shares of the par value of $1 per share.

The total number of shares of Preferred Stock which the Corporation shall have authority to issue is 500,000 shares of the par value of $10 per share.

The Board of Directors of the Corporation shall have the authority to provide for the issuance of the Preferred Stock in one or more series, with such voting powers, full or limited, but not to exceed one vote per share, or without voting powers, and with such designations, conversion rights, redemption prices, dividend rates and similar matters, including preferences over shares of Common Stock or other series of Preferred Stock as to dividends or distributions of assets and relative participation, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be set forth in resolutions providing for the issuance thereof that may be adopted by the Board of Directors.”


4.
Effective upon the filing of this Amendment, the Certificate of Incorporation is hereby further amended to add a new Section 4.3 to Article FOURTH which shall read as follows:

1

“4.3       Pursuant to the Business Corporation Law, effective upon the filing of this Certificate of Amendment of the Certificate of Incorporation with the New York State Department of State (the “Effective Time”), each five shares of the Corporation’s Common Stock, par value $1 per share, issued and outstanding immediately prior to the Effective Time (the “Old Shares”) shall automatically be combined into one validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The Corporation shall not issue fractional shares in connection with the Reverse Stock Split. Registered holders of Old Shares who would otherwise be entitled to receive a fraction of a share on account of the Reverse Stock Split shall receive a cash amount (without interest) equal to, as the Corporation’s Board of Directors shall determine as of the Effective Time, either (i) each such shareholder’s proportionate interest in the proceeds, net of selling costs not paid and satisfied by the Corporation, from the aggregation and sale of the fractional shares by the transfer agent of the Corporation or (ii) the closing price of our Common Stock as reported on The Nasdaq Global Select Market on the trading day immediately preceding the Effective Time, as adjusted by the ratio of one share of Common Stock for every five shares of Common Stock, multiplied by the applicable fraction of a share.”


5.
Immediately prior to the filing of this Amendment, 96,440,727.9 shares of Common Stock, $1 par value per share, were issued and outstanding, 3,778,479.6 shares of Common Stock, $1 par value per share, were held as treasury shares, 49,780,792.5 shares of Common Stock, $1 par value per share, were authorized for issuance but unissued, and 500,000 shares of Preferred Stock, par value $10 per share, were authorized for issuance but unissued. Immediately after the effectiveness of this Amendment, 19,282,935 shares of Common Stock, $1 par value per share, will be issued and outstanding, 755,695 shares of Common Stock, $1 par value per share, will be held as treasury shares, 9,961,370 shares of Common Stock, $1 par value per share, will be authorized for issuance but unissued, and 500,000 preferred shares, par value $10 per share, will be authorized for issuance but unissued.


6.
The amendments to the Certificate of Incorporation were duly adopted in accordance with Section 803 of the Business Corporation Law of the State of New York (the “BCL”) by the Board of Directors of the Corporation and by affirmative vote of the holders of a majority of all outstanding shares of Common Stock entitled to vote thereon at a meeting of shareholders of the Corporation in accordance with Section 602 of the BCL.

IN WITNESS WHEREOF, the undersigned hereby affirms that statements made herein are true and under penalties of perjury.

Dated: May 27, 2021

/s/ Michael Hall
Michael Hall, Secretary

2

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
TRUSTCO BANK CORP NY
 
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
 
We, Robert J. McCormick and Michael Hall, being respectively, the President and Chief Executive Officer and Secretary of TrustCo Bank Corp NY, certify:
 
FIRST.  The name of the Corporation is TRUSTCO BANK CORP NY.
 
SECOND.  The Certificate of Incorporation was filed by the Department of State on the twenty-eighth day of October, 1981.  An Amended and Restated Certificate of Incorporation was filed by the Department of Sate on the fifteenth day of July 1988, and an Amendment to the Amended and Restated Certificate of Incorporation was filed by the Department of State on the twenty-ninth day of August 1991.  A further Amended and Restated Certificate of Incorporation was filed by the department of state on the sixth day of August 1993, and Amendments to the Amended and Restated Certificate were filed by the Department of State on the fifth day of June 1996, and the fifth day of June 1997. A further Amended and Restated Certificate of Incorporation was filed the second day of October 1997, and amendments to the Amended and Restated Certificate of Incorporation were filed by the New York Department of State on the twentieth day of May 1999, the twenty-fifth day of June 2004, the sixth day of June 2006, and the twenty-third day of May 2019.
 
THIRD.  The Certificate of Incorporation of the Corporation is restated as set forth in its entirety below.  The Restated Certificate of Incorporation restates the text of the Certificate of Incorporation as amended on May 20, 1999, June 25, 2004, June 6, 2006 and May 23, 2019, which amendments (i) increased the number of authorized shares of common stock set forth in Section 4.1 of Article IV from 50,000,000 shares to 100,000,000 shares, (ii) changed the number of directors set forth in Article VI, (iii) further increased the number of authorized shares of common stock set forth in Section 4.1 of Article IV from 100,000,000 shares to 150,000,000 shares, (iv) eliminated the classified board set forth in Article VI  to provide instead for the annual election of directors beginning at the 2020 annual meeting of the Corporation’s shareholders and (v) changed the voting requirements set forth in Article VIII. No additional changes or amendments are being made pursuant to this restatement. This Restated Certificate of Incorporation also changes the description in Article III of the location of the Corporation’s office and changes the address in Article V to which the Secretary of State shall mail a copy of any process against the Corporation served upon the Secretary of State. No additional changes or amendments are being made pursuant to this restatement.
 
FOURTH.  The Certificate of Incorporation, as restated, is set forth below:
 

 
Article I
Name
 
1.            The name of the corporation is:
 
TrustCo Bank Corp N Y
 
(hereinafter called the “Corporation”).

3

Article II
Purposes
 
2.            Subject to any limitation provided in the Business Corporation Law or any other statute of the State of New York, and except as otherwise specifically provided in this Certificate, the purposes for which the Corporation is formed are:
 
2.1          To the extent that a corporation formed under the Business Corporation Law of the State of New York may lawfully do so, to acquire, own, control, hold with power to vote, deal in and with, and dispose of, in any manner, interests in financial institutions, including, without limitation, banks, trust companies, savings banks, national banking associations, savings and loan associations, industrial banks, investment banks, service banks, safe deposit companies, credit unions, and mutual trust investment companies, located within or without the State of New York, and to acquire, own, control, hold with power to vote, deal in and with, and dispose of, in any manner, interests in any other companies, corporations, partnerships, trusts, unincorporated associations, joint stock associations, and other entities, which are engaged in activities related to the business of banking.
 
2.2          To the extent that a corporation formed under the Business Corporation law of the State of New York may lawfully do so, to engage in, carry on, conduct, and participate in activities, enterprises and businesses permitted to be engaged in, carried on, conducted and participated in by bank holding companies under applicable provisions of law and also research, experimenting, manufacturing, assembling, building, erecting, trading, buying, selling, collecting, distributing, wholesaling, retailing, importing, exporting, processing, compounding, producing, refining, synthesizing, mining, extracting, growing, liquidating, dismantling, demolishing, servicing, promoting, exhibiting and publishing activities, enterprises and businesses; and also any activities, enterprises, ventures and businesses similar or incidental to any of the foregoing.
 
2.3          To create, acquire, hold, deal in and with, and dispose of, in any manner, any legal or equitable interest in real property and chattels real, and, without limiting the generality of the foregoing, to purchase, receive, take (by grant, gift, devise, bequest or otherwise), own, hold, improve, employ, use, operate, manage, repair, control, maintain, sell, assign, transfer, convey, exchange, lease, alter, construct, mortgage or encumber real property, whether improved or unimproved, and structures and improvements on real property, or leaseholds, or any other legal or equitable interests or rights therein.
 
2.4          To create, acquire, hold, deal in and with, and dispose of, in any manner, any legal or equitable interest in tangible or intangible personal property, and, without limiting the generality of the foregoing, to make, purchase, receive, take (by grant, gift, bequest, lease, exchange or otherwise), own, hold, improve, employ, use, operate, manage, repair, control, maintain, process, import, export, sell, assign, transfer, convey, exchange, lease or otherwise dispose of, mortgage, pledge or otherwise encumber or in any manner to exploit, turn to account, trade or deal in or with, personal property, whether tangible or intangible, or any other legal or equitable interests or rights therein.
 
2.5          To make, create, apply for, renew, take (by grant, gift, bequest or otherwise), purchase, lease or otherwise acquire, to hold, own, register, use, operate, to sell, assign, license, lease, transfer, exchange or otherwise dispose of, to mortgage, pledge or otherwise encumber, to acquire or grant licenses with respect to, or in any manner to exploit, turn to account, trade or deal in or with, copyrights, trademarks, service marks, designs, inventions, discoveries, improvements, developments, processes, formulas, patents, trade names, labels, prints, or any interest or right, whether legal or equitable, therein.

4

2.6          To purchase, take (by grant, gift, bequest or otherwise), receive, subscribe for, invest in or otherwise acquire, own, hold, employ, sell, lend, lease, exchange, transfer, assign, or otherwise dispose of, mortgage, pledge, use, and otherwise deal in and with, or in respect of shares, stock, bonds, debentures, warrants, rights, scrip, notes, evidences of indebtedness, certificates of interest or participation in profit-sharing agreements, collateral trust certificates, preorganization certificates and subscriptions, investment contracts, voting trust certificates, certificates of deposit or other securities or obligations of any kind by whomsoever issued (whether or not engaged in similar or different businesses, governmental or other activities); to exercise in respect thereof all powers and privileges of individual or corporate ownership or interest therein, including the right to vote thereon (by proxy or otherwise) for any and all purposes; to consent or otherwise act with respect thereto, without limitation and to issue in exchange therefor the Corporation’s shares, stock, bonds, debentures, warrants, rights, scrip, notes, evidences of indebtedness, or other securities or obligations of any kind.
 
2.7          To make contracts, incur debts and other liabilities, and borrow money on such terms and at such rate of interest as the Corporation may determine; and to mortgage, pledge, convey, assign, in trust or otherwise encumber or dispose of, the property, good will, franchises or other assets of the Corporation, including contract rights and including after-acquired property.
 
2.8          To lend money, with or without security; provided that the Corporation shall not have the power to engage in the business of banking.
 
2.9          To issue, reissue, sell, assign, exchange, pledge, negotiate or otherwise dispose of, to purchase, receive, take, own, hold or otherwise acquire, to deal in or with, or to cancel, shares, stock, bonds, debentures, warrants, rights, scrip, notes, evidences of indebtedness or other securities or obligations of the corporation of any kind, whether secured or unsecured, and whether or not convertible into or subordinated to any other class of securities.
 
2.10  In furtherance of its corporate business, to guarantee or assume liability for the payment of the principal of, or dividends or interest on, or sinking fund payments in respect of, shares, stock, bonds, debentures, warrants, rights, scrip, notes, evidences of indebtedness, certificates of interest or participation in profit-sharing agreements, collateral trust certificates, preorganization certificates and subscriptions, investment contracts, voting trust certificates, certificates of deposit, or other securities or obligations of any kind by whomsoever issued; and to guarantee or assume liability for the performance of any other contract or obligation, made or issued by any domestic or foreign corporation, partnership, association, trustee, group, individual or entity; and, when authorized in any manner provided by law, to give any guaranty although not in furtherance of the Corporation’s purposes.
 
2.11        In furtherance of its corporate business, to be a promoter, partner, co-venturer, member, associate or manager of other business enterprises or ventures, or to be an agent thereof, or to the extent permitted in any jurisdiction to be an incorporator of other corporations of any kind or type.
 
2.12       To cause to be formed under the laws of any state or country, to control or in any manner participate in the management of, to reorganize, merge, consolidate, and to liquidate or dissolve any corporation, association or organization of any kind.
 
2.13        To engage in, carry on, conduct and/or participate in any activity, enterprise or business which is similar or related to any activity, enterprise or business herein set forth, or which is capable of being conveniently carried on incidental to any such activity, enterprise or business or which may directly or indirectly protect or enhance the value of any of the rights or property of the Corporation.
 
5

2.14        To engage in, carry on, conduct and/or participate in any general or specific branch or phase of the activities, enterprises or businesses authorized in the Certificate in the State of New York or in any other state of the United States and in all foreign countries, and in all territories, possessions and other places, and in connection with the same, or any thereof, to be and acts either as principal, agents, contractors or otherwise.
 
2.15        To do everything necessary, suitable, convenient or proper for the accomplishment, attainment or furtherance of, to do every other act or thing incidental to, appurtenant to, growing out of or connected with, the purposes set forth in this Certificate, whether alone or in association with others; to possess all the rights, powers and privileges now or hereafter conferred by the laws of the State of New York upon a corporation organized under the Business Corporation Law of the State of New York (as the same may be amended from time to time) or any statute which may be enacted to supplement or replace it, and, in general, to carry on any of the activities and to do any of the things herein set forth to the same extent and as fully as a natural person or a partnership, association, corporation, or other entity, or any of them, might or could do; provided that nothing herein set forth shall be construed as authorizing the Corporation to possess any purpose, object or power, or to do any act or thing forbidden by law to a corporation organized under the Business Corporation Law of the State of New York.
 
The foregoing provisions of this Article shall be construed as purposes, objects and powers, and each as an independent purpose, object and power, in furtherance, and not in limitation, of the purposes, objects and powers granted to the Corporation by the laws of the State of New York; and except as otherwise specifically provided in any such provision, no purpose, object or power herein set forth shall be in any way limited or restricted by reference to, or inference from, any other provision of this Certificate.
 
Article III
Office
 
The office of the corporation is to be located in the County of Schenectady and State of New York.
 
Article IV
Number of Shares, Preemptive Rights Denied
 
4.1          The total number of shares of Common Stock which the Corporation shall have authority to issue is 150,000,000 shares of the par value of $1 per share.
 
The total number of shares of Preferred Stock which the Corporation shall have authority to issue is 500,000 shares of the par value of $10 per share.
 
The Board of Directors of the Corporation shall have the authority to provide for the issuance of the Preferred Stock in one or more series, with such voting powers, full or limited, but not to exceed one vote per share, or without voting powers, and with such designations, conversion rights, redemption prices, dividend rates and similar matters, including preferences over shares of Common Stock or other series of Preferred Stock as to dividends or distributions of assets and relative participation, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be set forth in resolutions providing for the issuance thereof that may be adopted by the Board of Directors.
 
4.2          No holder of shares of the Corporation shall be entitled as of right to subscribe for, purchase or receive any new or additional shares of any class, whether now or hereafter authorized, or any notes, bonds, debentures or other securities convertible into, or carrying options or warrants to purchase, shares of any class; but all such new or additional shares of any class, or notes, bonds, debentures or other securities convertible into, or carry options or warrants to purchase, shares of any class may be issued or disposed of by the Board of Directors to such persons and on such terms as it, in its absolute discretion, may deem advisable.
 
6

Article V
Designation of Secretary of State; Mailing Address
 
5.            The Secretary of State is designated as the agent of the Corporation upon whom process in any action or proceeding against the Corporation may be served, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation which may be served upon him is:
 
5 Sarnowski Drive
Glenville, New York 12302
Attn:  Corporate Secretary

Article VI
Directors; Election and Classification
 
6.          The entire Board of Directors shall consist of not less than five (5) members and not more than fifteen (15) members. Commencing with the 2020 annual meeting of shareholders, directors to succeed those whose terms expire at each annual meeting shall be elected to hold office for a term expiring at the next succeeding annual meeting of shareholders and until their respective successors are elected and have qualified or until their respective earlier displacement from office by resignation, removal or otherwise. Any director elected prior to the annual meeting of shareholders in 2020 for a term that expires at the annual meeting of shareholders in 2021 or the annual meeting of shareholders in 2022 shall continue to hold office until the end of the term for which such director was elected. The division of directors into classes shall terminate at the annual meeting of shareholders in 2022, from and after which all directors will stand for election annually.
 
The Board of Directors of the Corporation shall have the authority to establish from time to time the exact number of directors, as shall be set forth in resolutions that may be adopted by the Board of Directors.

Article VII
Duration
 
7.            The duration of the Corporation is to be perpetual.
 
Article VIII
Shareholders – Quorum, Voting and Special Meeting
 
8.            The holders of at least a majority of the outstanding Voting Stock of the Corporation shall be present in person or by proxy at any meeting of shareholders in order to constitute a quorum for the transaction of any business. Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by this Certificate of Incorporation or by law, be authorized by a majority of the votes cast in favor of or against such action at a meeting of shareholders by the holders of shares entitled to vote thereon. Except as otherwise provided in this Certificate of Incorporation or by law, an abstention shall not constitute a vote cast.
 
Article IX
Quorum and Voting Requirements at Directors’ Meeting
 
9.            A majority of the Board of Directors shall be present at any meeting of Directors in order to constitute a quorum for the transaction of any business.  The affirmative vote of a majority of the entire Board of Directors shall be necessary for the transaction of any business or specified items of business, except as otherwise provided in this Certificate, and except that, the affirmative vote of two-thirds of the entire Board of Directors shall be necessary to change, amend or repeal any provision of the Certificate of Incorporation or By-Laws.
 
7

Article X
Business Combination
 
10.1       Shareholder Approval of Business Combination -- Maximum Vote.
 
(A)          Except as otherwise expressly provided in Section 10.2 of this Article X, the approval of any Business Combination (as hereinafter defined) shall, in addition to any affirmative vote required by law or any other provision of this Certificate of Incorporation or any preferred stock designation of the Corporation, require the affirmative vote of the holders of not less than two-thirds of the shares of the Corporation then entitled to vote generally in the election of directors of the Corporation (hereinafter in this Article X referred to as “Voting Stock”), voting together as a single class, with each share of Voting Stock to have one (1) vote.
 
(B)          The term “Business Combination” as used in this Article X shall mean:
 
(i)          any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (a) any Substantial Shareholder (as hereinafter defined) or (b) any other corporation which, after such merger or consolidation, would be a Substantial Shareholder, regardless of which entity survives;
 
(ii)         any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Substantial Shareholder of all or any significant part of the assets of the Corporation or any Subsidiary, or both, with a “significant part of the assets” to be defined as more than ten percent (10%) of the total assets of such entity as shown on its audited statement of condition as of the end of the most recent fiscal year ending prior to the time the particular transaction is announced;
 
(iii)        the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of any Substantial Shareholder; or
 
(iv)        any transaction involving the Corporation or any Subsidiary, including any issuance, transfer or reclassification of any securities of, or any recapitalization of, the Corporation or any Subsidiary, or any merger or consolidation of the Corporation with any Subsidiary (whether or not involving a Substantial Shareholder), if the transaction would have the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is owned directly or indirectly by a Substantial Shareholder.
 
10.2        Exception to Maximum Vote Requirement.
 
The provision of Section 10.1 of this Article X shall not be applicable to any Business Combination, and such Business Combination shall require only such affirmative shareholder vote as is required by law or otherwise, if, in the case of a Business Combination which does not involve any cash or other consideration being received by shareholders of the Corporation (in their capacities as shareholders) the condition specified in the following paragraph (i) is met, or, in the case of any Business Combination, either the condition specified in the following paragraph (i) is met or the condition specified in the following paragraph (ii) is met:
 
(i)          the Business Combination shall have been approved by two-thirds of the Disinterested Directors (as hereinafter defined), it being understood that this condition shall not be capable of satisfaction unless there is at least one Disinterested Director.
 
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(ii)         the consideration to be received per share by holders of Common Stock of the Corporation and by holders of each other class of Voting Stock outstanding, if any, shall be Fair Consideration (as hereinafter defined).
 
10.3  Definitions.
 
(A)         “Fair Consideration” shall mean,
 
(i)          in the case of shares of Common Stock, an amount in cash or readily available funds at least equal to the highest of the following (whether or not the Substantial Shareholder has previously acquired such shares):
 
(a)          the highest per share price paid by the Substantial Shareholder for any such shares acquired by it within the three-year period immediately preceding the first public announcement of the proposal of the Business Combination (hereinafter referred to as the “Announcement Date”), plus an “Interest Adjustment” of such price, as defined hereafter in this Section 10.3(A);
 
(b)          the highest reported per share price at which such shares were publicly traded during the three-year period immediately preceding the Announcement Date, plus an “Interest Adjustment” of such price, as defined hereafter in this Section 10.3(A);
 
(c)          the per share fair market value of such shares on the Announcement Date, plus an “Interest Adjustment” of such value, as defined hereafter in this Section 10.3(A); or
 
(d)          the book value per share of Common Stock as of the end of the latest fiscal quarter preceding the Announcement Date, plus an “Interest Adjustment” of such value, as defined hereafter in this Section 10.3(A).
 
(ii)         and in the case of shares of any class of Voting Stock of the Corporation outstanding, an amount in cash or readily available funds at least equal to the highest of the following (whether or not the Substantial Shareholder has previously acquired any such shares);
 
(a)          the highest per share price paid by the Substantial Shareholder for any such shares acquired by it within the three-year period immediately preceding the Announcement Date, plus an “interest Adjustment” of such price, as defined hereafter in this Section 10.3(A);
 
(b)          the highest reported per share price at which such shares were publicly traded during the three-year period immediately preceding the Announcement Date, plus an “Interest Adjustment” of such price, as defined hereafter in this Section 10.3(A);
 
(c)          the per share fair market value of such shares on the Announcement Date, plus an “Interest Adjustment” of such value, as defined hereafter in this Section 10.3(AA); or
 
(d) the highest preferential amount per share to which the holders of such shares are entitled in the event of voluntary or involuntary liquidation or dissolution of the Corporation.
 
An “Interest Adjustment” of any price or value per share for a class of shares under this Section 10.3(A) shall equal an amount of interest on such price or value compounded annually from the Announcement Date until the Consummation Date of the Business Combination (The “Consummation Date”), or, in the case of subdivisions (a) and (b) in each of the subsections (A)(i) and (A)(ii) in this Section 10.3, from the date of the Substantial Shareholder first became a Substantial Shareholder (the “Determination Date”) until the Consummation Date, at a market prime rate of interest as may be determined from time to time by a majority of the Disinterested Directors, less the aggregate amount of any cash dividends per share paid on such class of shares during such period up to but not in excess of such amount of interest.
 
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(B)         “Substantial Shareholder” shall mean and include any individual, corporation, partnership or other person or entity (other than the Corporation or any Subsidiary) which, together with its “Affiliates” and “Associates” (as such terms were defined as of December 11, 1984, in Rule 12b-2 under the Securities Exchange Act of 1934, is the “Beneficial Owner” (as determined in accordance with the criteria set forth as of December 11, 1984, under Rule 13d-3 under the Securities Exchange Act of 1934) in the aggregate of more than five percent (5%) of the voting power of the then-outstanding Voting Stock of the Corporation of any Affiliate or Associate of any such individual, corporation, partnership or other person or entity.
 
(C)         “Subsidiary” shall mean any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation.
 
(D)         “Disinterested Director” shall mean any member of the Board of Directors of the Corporation (the “Board”) who is unaffiliated with the Substantial Shareholder and who was a member of the Board prior to the Determination Date or became a member of the Board after the Determination Date and was recommended or elected by a majority of Disinterested Directors then on the Board.
 
10.4        Interpretative Power of Disinterested Directors.
 
A majority of the Disinterested Directors from time to time shall have the power and duty to determine, on the basis of facts known to them after reasonable inquiry,  all facts necessary to determine compliance with this Article X, including, without limitation, (1) whether a person or entity is a Substantial Shareholder, (2) whether the price in a proposed Business Combination is Fair Consideration, (3) the number of shares of Voting Stock beneficially owned by any person or entity at any given time, and (4) the fair market value as of any given date of the shares of any class of Voting Stock.
 
10.5        Alteration, Amendment and Repeal
 
Notwithstanding any other provision of this Certificate of Incorporation or any provision of law or any preferred stock designation of the Corporation which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law or this Certificate of Incorporation or any preferred stock designation of this Corporation, the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend or repeal, or to adopt any provision inconsistent with, this Article X or any provision of this Article X.
 
Article XI
Limitation of Personal Liability
 
11.          To the fullest extent that the Business Corporation Law of the State of New York, as the same exists or may hereafter be amended, permits elimination or a limitation of the liabilities of directors, no director of the corporation shall be liable to the corporation, or its shareholders for any breach of duty in such capacity.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any elimination or limitation of the personal liability of a director of the corporation for acts or omissions occurring prior to the effective date of such repeal or modification.
 
FIFTH.          This restatement of the Certificate of Incorporation of the Corporation was authorized by a majority vote of the Board of Directors pursuant to Section 807 of the Business Corporation Law.
 
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IN WITNESS WHEREOF, THE UNDERSIGNED HAVE SIGNED THIS CERTIFICATE THIS 23rd DAY OF MAY, 2019, AND DO HEREBY AFFIRM THE CONTENTS TO BE TRUE UNDER THE PENALTIES OF PERJURY.

 

/s/ Robert J. McCormick

ROBERT J. McCORMICK

President and Chief Executive Officer

 

/s/ Michael Hall

MICHAEL HALL

Secretary


11


Exhibit 15

August 5, 2021

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

RE: FILING OF THE JUNE 30, 2021 FORM 10-Q FOR TRUSTCO BANK CORP NY

Commissioners:

We are aware that our report dated August 5, 2021, on our reviews of the interim financial information of TrustCo Bank Corp NY as of June 30, 2021 and for the three-month and six-month periods ended June 30, 2021 and 2020, included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2021, is incorporated by reference in its Registration Statements, Form S-8 (No. 333-175868), Form S-8 (No. 333-233122), Form S-8 (No. 333-175867), Form S-8 (No. 333-206685), and Form S-3 (No. 333-238208).

Yours very truly,

/s/ Crowe LLP




Exhibit 31(a)

Certification

I, Robert J. McCormick, certify that:


1.
I have reviewed this Form 10-Q of TrustCo Bank Corp NY;


2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 5, 2021



/s/ Robert J. McCormick

Robert J. McCormick

Chairman, President and

Chief Executive Officer





Exhibit 31(b)

Certification

I, Michael M. Ozimek, certify that:


1.
I have reviewed this Form 10-Q of TrustCo Bank Corp NY;


2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 5, 2021



/s/ Michael M. Ozimek

Michael M. Ozimek

Executive Vice President and

Chief Financial Officer





Exhibit 32

Certification
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 Of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of TrustCo Bank Corp NY (the “Company”) on Form 10-Q for the period ending June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


/s/ Robert J. McCormick

Robert J. McCormick

Chairman, President and

Chief Executive Officer



/s/ Michael M. Ozimek

Michael M. Ozimek

Executive Vice President and

Chief Financial Officer


Date:  August 5, 2021