SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-27514 TOMPKINS COUNTY TRUSTCO, INC. (Exact name of registrant as specified in its charter) NEW YORK 161482357-8 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) THE COMMONS, P.O. BOX 460, ITHACA, NY 14851 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (607) 273-3210 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 [X] No [ ]. Indicate the number of shares of the Registrant's Common Stock outstanding as of the latest practicable date: Class Outstanding as of August 12, 1996 ---------------------------- --------------------------------- Common Stock, $.10 par value 3,559,185 shares
TOMPKINS COUNTY TRUSTCO, INC. FORM 10-Q INDEX PART I -FINANCIAL INFORMATION PAGE ---- ITEM 1 -FINANCIAL STATEMENTS CONDENSED CONSOLIDATED STATEMENTS OF CONDITION JUNE 30, 1996 AND DECEMBER 31, 1995 3-4 CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 5 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30 1996 AND 1995 6 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 7 NOTES TO FINANCIAL STATEMENTS 8-9 ITEM 2 -MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10-12 AVERAGE CONSOLIDATED BALANCE SHEET AND NET INTEREST ANALYSIS 13 PART II - OTHER INFORMATION ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS 14 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 14 SIGNATURES 15 EXHIBIT INDEX 16 2
PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - ---------------------------- CONDENSED CONSOLIDATED STATEMENTS OF CONDITION (In thousands, except share data) AS OF AS OF 6/30/96 12/31/95 -------- --------- ASSETS Cash and due from banks $ 35,182 $ 20,757 Federal Funds sold 1,700 -0- Available-for-sale securities, at fair value 156,307 145,067 Held-to-maturity securities, fair value of $37,819 in 1996 and $40,219 in 1995 36,958 38,908 Federal Home Loan Bank stock, at cost 2,014 1,560 Loans, net of unearned income 331,717 321,290 Less reserve for loan/lease losses 4,754 4,704 - ------------------------------------------------------------------------------- NET LOANS 326,963 316,586 Bank premises and equipment, net 6,921 7,173 Other assets 7,750 6,941 - ------------------------------------------------------------------------------- TOTAL ASSETS $573,795 $ 536,992 3
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION CONTINUED (In thousands, except share data) AS OF AS OF 6/30/96 12/31/95 ------- -------- LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Interest bearing: Checking $ 52,881 $ 54,912 Savings and money market 135,314 135,957 Time 131,421 106,349 Non-interest bearing 74,255 73,413 - ------------------------------------------------------------------------------- TOTAL DEPOSITS 393,871 370,631 Securities sold under agreements to repurchase 99,296 92,902 Other borrowings 20,000 12,000 Other liabilities 5,296 6,367 - ------------------------------------------------------------------------------- TOTAL LIABILITIES 518,463 481,900 COMMITMENTS AND CONTINGENCIES Shareholders' equity: Common stock - par value $.10 per share in 1996 and $1.66 in 1995 Authorized 7,500,000 shares; issued and outstanding 358 5,969 3,580,765 shares in 1996 and 3,580,463 in 1995 Surplus 39,196 33,580 Undivided profits 18,182 15,560 Net unrealized (loss) gain on available-for-sale securities, net of taxes (852) 909 Treasury Stock - 22,000 shares in 1996 (627) 0 Deferred I.S.O.P. benefit expense (925) (926) - ------------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 55,332 55,092 - ------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $573,795 $536,992 =============================================================================== 4
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share data) THREE MONTHS ENDED YEAR TO DATE 6/30/96 6/30/95 6/30/96 6/30/95 ------- ------- ------- ------- INTEREST INCOME Loans $ 7,423 $ 7 094 $ 14,782 $ 13,869 Deposits with other banks 0 0 0 0 Federal Funds Sold 99 86 261 184 Available-for-sale securities 491 558 998 1,121 Held-to-maturity securities 2,557 2,122 4,832 4,251 - ------------------------------------------------------------------------------- TOTAL INTEREST INCOME 10,570 9,860 20,873 19,425 - ------------------------------------------------------------------------------- INTEREST EXPENSE Time certificates of deposit of $100,000 or more 448 159 737 297 Other deposits 2,385 2,457 4,934 4,814 Securities sold under agreements to repurchase 1,245 1,399 2,454 2,671 Borrowed funds 224 169 391 338 - ------------------------------------------------------------------------------- TOTAL INTEREST EXPENSE 4,302 4,184 8,516 8,120 - ------------------------------------------------------------------------------- NET INTEREST INCOME 6,268 5,676 12,357 11,305 Less: Provision for loan/lease losses 251 134 455 218 - ------------------------------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION 6,017 5,542 11,902 11,087 - ------------------------------------------------------------------------------- OTHER INCOME Trust and investment services income 690 606 1,307 1,112 Services charges deposit accounts 428 429 854 848 Credit card merchant income 404 345 867 760 Other service charges 281 283 575 533 Other operating income 159 142 310 276 Net securities gains 0 0 0 0 - ------------------------------------------------------------------------------- TOTAL OTHER INCOME 1,962 1,805 3,913 3,529 - ------------------------------------------------------------------------------- OTHER EXPENSES Salaries and wages 1,867 1,763 3,729 3,475 Pension and other employee benefits 473 426 983 908 Net occupancy expense of bank premises 341 318 695 610 Furniture and fixture expense 288 269 569 528 F.D.I.C assessments 0 195 1 390 Credit card operating expense 396 323 795 667 Other operating expenses 1,067 936 2,112 1,847 - ------------------------------------------------------------------------------- TOTAL OTHER EXPENSES 4,432 4,230 8,884 8,425 - ------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 3,547 3,117 6,931 6,191 Income Taxes 1,233 1,040 2,417 2,054 - ------------------------------------------------------------------------------- NET INCOME $ 2,314 $ 2,077 $ 4,514 $ 4,137 =============================================================================== NET INCOME PER COMMON SHARE $0.65 $0.59 $1.27 $1.17 =============================================================================== 5
CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands, except share data) <TABLE> <CAPTION> SIX MONTHS ENDED 6/30/96 6/30/95 ------- ------- <S> <C> <C> OPERATING ACTIVITIES Net Income $ 4,514 $ 4,137 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan/lease losses 455 218 Provision for depreciation and amortization 517 472 Net accretion on securities (72) (194) Provision for deferred income taxes 3 36 Gains on sales of bank premises and equipment (3) (9) (Increase) decrease in other assets (412) 173 (Decrease) increase in other liabilities (266) 578 - ---------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 4,736 5,411 - ---------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Proceeds from maturities of available-for-sale securities 31,930 8,162 Proceeds from maturities of held-to-maturity securities 5,021 16,959 Purchases of available-for-sale securities (45,869) (1,977) Purchases of held-to-maturity securities (3,338) (11,825) Purchases of FHLB stock (454) (58) Proceeds from sales of loans 678 1,300 Net increase in loans (11,439) (18,885) Proceeds from sales of bank premises and equipment 13 13 Purchases of bank premises and equipment (275) (415) - ---------------------------------------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (23,733) (6,726) - ---------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES Net (decrease) increase in demand deposits, money market accounts and savings accounts (1,832) 5,541 Net increase in time deposits 25,072 9,944 Net increase (decrease) in securities sold under repurchase agreements 6,394 (12,951) Net increase in other borrowings 8,000 0 Cash dividends (1,892) (1,692) Decrease in deferred I.S.O.P benefit expense 1 1 Issuance of common stock 0 9 Purchase of common stock for treasury (621) 0 - ---------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 35,122 852 - ---------------------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 16,125 (463) Cash and cash equivalents at beginning of period 20,757 28,105 - ---------------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 36,882 $ 27,642 ============================================================================================================================ </TABLE> 6
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (In thousands, except share data) <TABLE> <CAPTION> NET UNREALIZED GAIN/(LOSS) DEFERRED ON AVAILABLE- I.S.O.P COMMON TREASURY UNDIVIDED FOR-SALE BENEFIT STOCK STOCK SURPLUS PROFITS SECURITIES EXPENSE TOTAL - ------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> <C> BALANCES AT JANUARY 1, 1996 $ 5,969 $ 0 $33,580 $15,560 $ 909 $ (926) $55,092 - ------------------------------------------------------------------------------------------------------------- Net income 4,514 4,514 Common stock issued Cash dividends ($.53 per share) (1,892) (1,892) Effect of change in par value from $1.66 to $.10 (5,611) 5,616 5 Change in net unrealized gain/(loss), net of taxes of ($1,275) (1,761) (1,761) Common stock purchased for treasury (627) (627) Shares released for allocation 1 1 - ------------------------------------------------------------------------------------------------------------- BALANCES AT JUNE 30, 1996 $ 358 $ (627) $39,196 $18,182 $ (852) $ (925) $55,332 - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- BALANCES AT JANUARY 1, 1995 $ 5,426 $24,699 $19,788 $ (829) $(1,267) $47,817 - ------------------------------------------------------------------------------------------------------------- Net income 4,137 4,137 Common stock issued 8 8 Cash dividends ($.47 per share) (1,692) (1,692) Change in net unrealized gain/(loss), net of taxes of $1,094 1,511 1,511 Shares released for allocation 1 1 - ------------------------------------------------------------------------------------------------------------- BALANCES AT JUNE 30, 1995 $ 5,426 $24,707 $22,233 $ 682 $(1,266) $51,782 - ------------------------------------------------------------------------------------------------------------- </TABLE> 7
NOTES TO FINANCIAL STATEMENTS NOTE 1. BUSINESS: On April 26, 1995, the shareholders approved a proposal to revise the corporate structure by establishing a one bank holding company. On January 1, 1996, Tompkins County Trust Company ("the Trust Company") became the wholly owned subsidiary of Tompkins County Trustco, Inc. ("Trustco") and all of the issued and outstanding shares of common stock of the Trust Company were automatically converted into shares of common stock of Trustco. The Trust Company entered into an agreement to purchase the Odessa Community Banking Office from the First National Bank of Rochester on July 10, 1996, subject to pending regulatory approval. Trustco expects the acquisition to be consummated during the fourth quarter of 1996. The Trust Company provides loan, deposit, and trust services to it's customers primarily in Tompkins County, New York. It's only business segment is domestic commercial banking. The Trust Company traces its charter back to 1836. BASIS OF PRESENTATION: The financial statements have been prepared in accordance with generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities as of the date of the statements of condition and statements of income and expenses for the period. Actual amounts could differ from estimates. The accompanying condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes thereto included in Trustco's Form 10-K for the year ended December 31, 1995. The condensed consolidated financial statements included herein reflect all adjustments of a normal recurring nature which are, in the opinion of management, necessary for a fair presentation of Trustco's financial position at June 30, 1996 and December 31, 1995, and the results of operations for the three months ended June 30, 1996 and 1995. Certain reclassifications have been made to prior period amounts for consistency in reporting. IMPAIRED LOANS: Trustco's recorded investment in loans considered impaired in accordance with Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan" ("SFAS 114"), was $1,277,000 at June 30, 1996. Of that amount, $242,000 has been established as an allowance for loan loss under SFAS 114, and management has assigned a collateral value of $1,421,400 to the remaining balance of impaired loans. On March 31, 1996, impaired loans, with similar well collateralized characteristics, totaled $994,000 with an established allowance of $157,000. 8
NOTE 1. (CONTINUED) OTHER ACCOUNTING ISSUES: On January 1, 1996, Trustco adopted Statement of Financial Accounting Standards ("SFAS 122"), "Accounting for Mortgage Servicing Rights" on a prospective basis. SFAS 122 requires Trustco to recognize as separate assets rights to service mortgage loans for others, however, those servicing rights are acquired. It also requires Trustco to assess its capitalized mortgage servicing rights for impairment based on the fair value of those rights. The adoption of SFAS 122 did not have a material impact on Trustco's financial condition or results of operations. On January 1, 1996, Trustco adopted Statement of Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation" which encourages, but does not require, companies to use a fair value based method of determining compensation cost for grants of stock options under stock based employee compensation plans. As permitted by SFAS No. 123, Trustco elected to continue to account for stock based compensation in accordance with Accounting Principles Board Opinion No. 25 ("APB 25"). Under APB 25, no compensation cost is recorded as options are granted by Trustco at a purchase price not less than the fair market value of the common stock on the date of the grant. Companies electing to continue accounting under the provisions of APB 25 are required to present pro forma disclosures of net income and net income per share for each period in which a complete set of financial statements are presented. 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------- --------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- The purpose of this discussion is to provide the reader with information designed to understand the financial statements included herewith and to provide information as to material events or changes which effected the financial condition or results of operation since the last reporting period which was March 31, 1996. This discussion will not repeat numerical data contained in the financial statements nor will it recite the amounts of change from period to period since these changes are readily computable from the financial statements. References below to "bank" or variations thereof are to Tompkins County Trustco, Inc. ("Trustco") and it's wholly owned operating subsidiary Tompkins County Trust Company ("TCTC"). Liquidity. There are no known demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, the bank's liquidity increasing or decreasing in any material way. As planned, mortgage loan activity increased in the second quarter of the calendar year as the home mortgage season for the bank began. This was the period in which municipal deposits, particularly local school district deposits, were drawn down. Neither of these events resulted in any material demands on liquidity that could not be met through the normal course of business operations. During the fourth quarter it is expected that the bank will close on the purchase of the Odessa Community Banking Office of the First National Bank of Rochester and will receive approximately $8.5 million of new core deposits. For the six month period ended June 30, 1996 the bank's total assets grew to $573.8 million. Loans and leases showed continued growth and on the balance sheet loans totaled $331.7 million. The bank's overall liquidity was sufficient to meet the demands of borrowers and depositors. The bank increased total Federal Home Loan Bank long term borrowings from $11 million on March 31, 1996 to $16 million on June 30, 1996 for purposes of utilizing capital to leverage the balance sheet and purchase securities for the investment portfolio. The three month period ended with average overnight federal funds sold of $9.7 million. Capital Resources. The bank continues to add approximately 60% of it's after tax net income to retained earnings to be employed in the normal course of it's banking business. During the second quarter of 1996 the remaining approximately 40% of net income was paid out in the form of dividends to shareholders of Trustco. Additionally, TCTC has a substantial credit facility with the Federal Home Loan Bank that it can employ should the bank need to raise funds for legitimate banking purposes. Other than normal commitments for loans, there were no material or unusual commitments for bank funds on June 30, 1996. On June 30, 1996 the bank's leverage ratio was 10.05%, down slightly from 10.10% on March 31, 1996. The tier one risk based capital ratio of 16.67% on June 30, 1996 improved over the 16.63% ratio on March 31, 1996. There are no material trends, favorable or unfavorable, in the bank's capital resources. 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------- --------------------------------------------------------------- RESULTS OF OPERATIONS (CONTINUED) --------------------------------- Results of Operations: There were no unusual or infrequent events or transactions, nor any significant economic changes that materially effected the amount of reported income from continuing operations during the quarter ended June 30, 1996. However, as a result of the nationwide decrease in the cost of the Federal Deposit Insurance Corporation ("FDIC") insurance premiums for commercial banks, TCTC's cost for FDIC insurance for the twelve month period ended December 31, 1996 is expected to be lower than the previous year by approximately $400,000. The bank is considered a well capitalized bank and pays the lowest premium available as a result. There are no known trends or uncertainties that have had or are reasonably expected to have a material effect on revenues or income from continuing operations. There are no known events that are likely to cause material changes in the relationship between costs and revenues in the upcoming period. However, as with all financial institutions, both the bank's interest income and interest expense are effected by changes in national and local interest rate and/or inflation. The bank maintains an Asset/Liability Management Committee ("the Committee") which periodically reviews asset and liability repricing issues, TCTC's liquidity position, and the impact of changes in interest rates on the bank's net interest income. From time to time, the Committee employs outside specialists to supplement it's internal review and information systems. The attached Average Consolidated Balance Sheet and Net Interest Analysis is provided to show the components of the bank's net interest margin. The net interest margin improved from 4.94% to 4.98% for the twelve month period ended June 30, 1996. The increased volume of interest bearing assets and non-interest bearing deposits offsets the decrease in the yield on interest earning assets and resulted in increased net interest income. To date, TCTC has not specifically employed financial futures, interest rate swaps, or off balance sheet derivative products. The Committee believes that managing it's asset and liability sensitivity through loans, leases, investments, retail deposits and wholesale deposits has allowed it to maintain an acceptable liability sensitive position for the near future. It is not expected that changes in inflation will have a material effect on other goods or services or labor costs. For the six months ended June 30, 1996 the bank charged $454,817 to operations as a provision for loan and lease losses compared to $217,508 for the same six month period of 1995. Bank management reviews the adequacy of its allowance for loan and lease losses in a detailed 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------- -------------------------------------------------- ------------- RESULTS OF OPERATIONS (CONTINUED) --------------------------------- and ongoing manner and believes it's current reserve for loan and lease losses of $4.8 million is satisfactory. Although the change in the provision is material, bank management believes that the 1995 provision was unusually low and does not believe the 1996 provision is indicative of any adverse trends. TCTC continues to expand it's Trust and Investment Services Department. At December 31, 1995, TCTC had assets under management or in custody with a market value of $404.8 million, an increase of almost $62 million over the preceding twelve months. The market value of these assets again improved to $464.1 million on June 30, 1996. Currently, Trust and Investment Service's customers live throughout the continental United States in over forty states, with the largest concentration in Tompkins County. Trust and Investment management services provide substantial fee income to the bank and are considered important to future revenue growth. Management plans to continue to market these services broadly. Continuing operations, effected by the aforementioned factors, resulted in net income after tax of $4.5 million, an increase of 9.1% over the same quarter one year ago. 12
TOMPKINS COUNTY TRUST COMPANY AVERAGE CONSOLIDATED BALANCE SHEET AND NET INTEREST ANALYSIS (IN THOUSANDS) <TABLE> <CAPTION> June 30 1996 1995 --------------------------------------------------------------------------- Average Average Average Average Balance (YTD) Interest Yield/Rate Balance (YTD) Interest Yield/Rate - ------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> ASSETS Interest-earning assets Securities U.S. Treasury $ 40,818 $ 1,417 6.94% $ 46,998 $ 1,665 7.09% U.S. Government agencies and 104,229 3,309 6.35% 78,181 2,420 6.19% corporations State and municipal * 38,001 1,512 7.96% 43,401 1,699 7.83% Other debt 3,076 107 6.95% 4,754 165 6.95% ------------------- ------------------- Total securities 186,124 6,344 6.82% 173,334 5,949 6.86% Federal Funds Sold 9,712 261 5.37% 6,586 184 5.59% Loans, net of unearned income Commercial and industrial * 121,647 5,656 9.35% 114,440 5,339 9.41% Residential real estate 104,111 4,066 7.85% 90,605 3,463 7.71% Home equity 20,197 1,033 9.93% 21,073 1,036 9.91% Consumer 64,020 3,418 10.74% 68,511 3,491 10.27% Direct lease financing 12,053 483 8.05% 10,659 439 8.30% Other 2,670 168 12.66% 2,144 148 13.91% ------------------- ------------------- Total loans, net of unearned 325,417 14,823 9.16% 307,431 13,914 9.13% income ------------------- ------------------- Total interest-earning assets 521,253 21,428 8.27% 487,351 20,047 8.30% Noninterest-earning assets Allowance for credit losses (4,747) (4,680) Cash and due from banks 20,392 19,448 Other assets 14,548 13,307 -------------- --------------- TOTAL ASSETS $551,446 $515,425 ============== =============== ------------------------------------------------------------------------------ LIABILITIES AND SHAREHOLDERS' EQUITY Deposits Interest-bearing deposits Interest bearing checking $ 55,608 $ 516 1.87% $ 52,744 $ 478 1.83% Savings and money market 129,272 1,999 3.11% 138,563 2,263 3.29% Time 122,596 3,157 5.18% 94,982 2,370 5.03% ------------------------- ------------------------- Total deposits 307,476 5,671 3.71% 286,289 5,111 3.60% Federal funds purchased 173 5 5.59% 683 21 6.28% Repurchase agreements 95,222 2,454 5.18% 96,006 2,671 5.61% Other borrowings 13,640 386 5.69% 12,002 317 5.32% ------------------------- ------------------------- Total interest-bearing liabilities 416,510 8,516 4.11% 394,981 8,120 4.15% Non-interest bearing deposits 72,619 65,984 Accrued expenses and other liabilities 7,099 5,202 -------------- -------------- TOTAL LIABILITIES 496,228 466,167 SHAREHOLDERS' EQUITY 55,218 49,258 -------------- -------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $551,446 $515,425 ============== =============== Interest rate spread 4.16% 4.15% Impact of noninterest-bearing liabilities 0.82% 0.79% Net interest income/margin on ----------------------- ----------------------- earning assets $12,913 4.98% $11,928 4.94% ======================= ======================= - ------------------------------------------------------------------------------------------------------------------- </TABLE> *Interest income includes the effects of taxable-equivalent adjustments using a federal income tax rate of 34% to increase tax exempt interest income to a taxable-equivalent basis. 13
PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - ------- ----------------------------------------------------- The Annual Meeting of Stockholders of Trustco was held on April 24, 1996 (the "Annual Meeting"). Proxies for the Annual Meeting were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934, as amended. At the Annual Meeting, in addition to the election of directors, Trustco's 1996 Stock Retainer Plan for Non-Employee Directors (the "Plan") was approved and 15,000 shares of Common Stock were reserved for issuance thereunder. The voting with respect to the Plan was as follows: 2,586,200 in favor, 92,955 opposed, 96,764 abstained and 804,544 did not vote. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ------- -------------------------------- (a) Exhibits Exhibit 27 - Financial Data Schedule. (b) No Reports on Form 8-K were filed during the quarter ended June 30, 1996. 14
SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 13, 1996 TOMPKINS COUNTY TRUSTCO, INC. By: /s/ James J. Byrnes ------------------------------- JAMES J. BYRNES Chairman of the Board, President and Chief Executive Officer By: /s/ Richard D. Farr ------------------------------- RICHARD D. FARR Senior Vice President and Chief Financial Officer 15
EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION PAGE - -------------- ----------- ---- EXHIBIT 27 FINANCIAL DATA SCHEDULE 17 16