SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2003 (April 15, 2003) TrustCo Bank Corp NY (Exact name of registrant as specified in its charter) New York (State or other jurisdiction of incorporation) 0-10592 14-1630287 ---------------------------- ---------------------------------- (Commission File Number) (IRS Employer Identification No.) 5 Sarnowski Drive, Glenville, New York 12302 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (518) 377-3311 -------------- 1 TrustCo Bank Corp NY Item 5. Other Events Two press releases were issued on April 15, 2003, discussing first quarter results for 2003. Attached are the press releases labeled as exhibit 99(a) and 99(b). Item 7 (c) Exhibits Reg S-K Exhibit No. Description 99(a) One page press release dated April 15, 2003, with first quarter 2003 results. 99(b) Press release dated April 15, 2003, with first quarter 2003 results. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: April 15, 2003 TrustCo Bank Corp NY (Registrant) By:/s/ Robert T. Cushing ---------------------------- Robert T. Cushing President and Chief Executive Officer 3 Exhibits Index The following exhibits are filed herewith: Reg S-K Exhibit No. Description Page ------------------ ------------------------------ ------ 99(a) One page press release dated April 15, 2003, highlighting first quarter 2003 results. 5 99(b) Press release dated April 15, 2003, highlighting first quarter 2003 results. 6-7 4 Robert M. Leonard Vice President (518) 381-3693 Glenville, New York - April 15, 2003 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 3/03 3/02 ------------------------------- Three Months Ended March 31: Net Income $ 13,192 12,368 Provision for Loan Losses 300 520 Average Equivalent Shares Outstanding: Basic 74,248,000 71,779,000 Diluted 75,185,000 74,288,000 Net Income per Share: Basic $ 0.178 0.172 Diluted 0.175 0.166 Period End: Total Assets $2,712,134 2,682,995 Total Nonperforming Loans 5,505 8,148 Total Nonperforming Assets 5,591 8,451 Allowance for Loan Losses 51,017 56,639 Allowance as a Percentage of Total Loans 3.79% 3.71% 5 Robert M. Leonard Vice President (518) 381-3693 FOR IMMEDIATE RELEASE TrustCo Announces Record First Quarter Results Glenville, New York - April 15, 2003 TrustCo Bank Corp NY (TrustCo, NASDAQ:TRST) today announced record first quarter results for 2003. The record results continue the outstanding results posted for the full year 2002. Net income for the first quarter was $13.2 million, an increase of 6.7% over the first quarter of 2002. Diluted earnings per share were $0.175 for the first quarter, an increase of 5.4% compared to the $0.166 diluted earnings per share for the first quarter of 2002. Return on average equity and return of average assets were 26.2% and 1.99% respectively for the first quarter, compared to 27.0% and 1.91% for the first quarter of 2002. TrustCo's efficiency ratio for the quarter was 38.6%. The ratio, which allows investors to compare financial institutions and benchmark the bank's performance, measures the effective use of bank resources in delivering the products and services that create our revenue stream. For customers it means that TrustCo delivers superior products at the best possible prices. Asset quality remains a top priority at TrustCo. The allowance for loan losses is $51.0 million as of March 31, 2003 and represents 3.79% of loans outstanding. Non-performing assets were $5.6 million at the end of the first quarter. Robert T. Cushing and Robert J. McCormick, the Presidents and CEOs of Holding Company and Bank respectively, commented on the strong results. "We are delighted by the first quarter's results, and expect that 2003 will be another record year for TrustCo." In a purely preventive procedure, Robert A. McCormick, Chairman, TrustCo Bank Corp NY, had cardiac bypass surgery performed on April 8, 2003, at St. Peter's Hospital, one of America's leaders in the discipline. Bob came through fine, and had four bypasses, which will ultimately not only protect his health, but give him greater strength and stamina than ever. Bob said, "They told me the bad news is, if this didn't work, they would have to remove my heart altogether. But, the good news is, I could continue being a banker." Bob is recuperating rapidly, but will be laying off the sweets and old jokes. As previously announced, the addition of new branch offices continues. Trustco's Longwood, Florida office opened on March 17, 2003 and in May Trustco plans to open our second Orlando area office on Lake Mary Blvd. "New offices in strategic locations within and outside the Capital Region will provide us with growth into the future", they noted. TrustCo is a $2.7 billion bank holding company and through its subsidiary Trustco Bank, operates 63 offices in Albany. Columbia, Dutchess, Greene, Montgomery, Rensselaer, Rockland, Saratoga, Schenectady, Schoharie, Warren, Washington, and Westchester Counties in New York, Bennington County in Vermont, and Seminole County in Florida. In addition, the bank operates a full service Trust Department that has $861 million of assets under management. 6 The common shares of TrustCo are traded on the NASDAQ National Market tier of the NASDAQ Stock Market under the symbol TRST. Except for the historical information contained herein, the matters discussed in this news release and other information contained in TrustCo's Securities and Exchange Commission filings may express "forward-looking statements". Those forward-looking statements may involve risk and uncertainties, including statements containing future events or performance and assumptions and other statements of historical facts. TrustCo wishes to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Readers are advised that various risk factors, including, but not limited to: (1) credit risk, (2) interest rate risk, (3) competition, (4) changes in the regulatory environment, and (5) changes in general business and economic trends, could cause the actual results or circumstances for future periods to differ materially from those anticipated or projected in the forward-looking statements. 7 TRUSTCO BANK CORP NY GLENVILLE, NY (dollars in thousands, except per share data) Three Months Ended 03/31/2003 12/31/2002 03/31/2002 Summary of operations Net interest income (TE) $25,630 $26,090 $25,719 Provision for loan losses 300 300 520 Net securities transactions 3,096 1,328 1,868 Noninterest income 4,754 4,618 4,885 Noninterest expense 12,669 17,794 12,393 Net income 13,192 11,014 12,368 Per common share Net income per share: - Basic 0.178 0.148 0.172 - Diluted 0.175 0.146 0.166 Cash dividends 0.150 0.150 0.150 Book value at period end 3.12 3.16 2.89 Market price at period end 9.63 10.78 12.91 At period end Full time equivalent employees 472 468 457 Full service banking offices 63 62 57 Performance ratios Return on average assets 1.99 % 1.64 1.91 Return on average equity (1) 26.18 22.17 26.99 Efficiency (2) 38.55 35.30 37.95 Net interest spread (TE) 3.69 3.77 3.69 Net interest margin (TE) 3.96 4.09 4.07 Dividend payout ratio 84.14 % 101.08 87.36 Capital ratios at period end (3) Total equity to assets 7.75 7.78 7.01 Tier 1 risk adjusted capital 15.63 15.48 13.36 Total risk adjusted capital 16.91 16.77 14.65 Asset quality analysis at period end Nonperforming loans to total loans 0.41 % 0.35 0.53 Nonperforming assets to total assets 0.21 0.19 0.31 Allowance for loan losses to total loans 3.79 3.70 3.71 Coverage ratio (4) 9.3 X 10.7 X 7.0 X (1) Average equity excludes the effect of the market value adjustment for securities available for sale. (2) Calculated as noninterest expense (excluding ORE income/expense,goodwill amortization and any nonrecurring charges) divided by taxable equivalent net interest income plus noninterest income (excluding net securities transactions). (3) Capital ratios exclude the effect of the market value adjustment for securities available for sale. (4) Calculated as allowance for loan losses divided by total nonperforming loans. TE = Taxable equivalent. 8 CONSOLIDATED BALANCE SHEETS (dollars in thousands) 03/31/2003 12/31/2002 03/31/2002 ASSETS Loans, net $1,295,058 1,369,743 1,470,192 Securities available for sale 763,932 653,163 592,595 Federal funds sold and other short-term investments 538,120 542,125 475,008 ----------------------------------------------------------------- Total earning assets 2,597,110 2,565,031 2,537,795 Cash and due from banks 51,200 63,957 44,679 Bank premises and equipment 19,199 19,544 18,564 Other assets 44,625 47,556 81,957 ----------------------------------------------------------------- Total assets $2,712,134 2,696,088 2,682,995 ================================================================= LIABILITIES Deposits: Demand $184,376 178,058 195,784 Interest-bearing checking 313,021 338,740 297,659 Savings 747,249 715,349 691,642 Money Market 149,422 130,914 97,574 Certificates of deposit > $100 thou 140,007 137,513 124,962 Other time deposits 766,341 773,694 761,762 ----------------------------------------------------------------- Total deposits 2,300,416 2,274,268 2,169,383 Short-term borrowings 144,479 141,231 243,641 Long-term debt 381 427 560 Other liabilities 34,668 45,318 60,563 ----------------------------------------------------------------- Total liabilities 2,479,944 2,461,244 2,474,147 SHAREHOLDERS' EQUITY 232,190 234,844 208,848 ----------------------------------------------------------------- Total liabilities and shareholders' equity $2,712,134 2,696,088 2,682,995 ================================================================= Number of common shares outstanding, in thousands 74,278 74,178 71,973 9 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three Months Ended 03/31/2003 12/31/2002 03/31/2002 Interest income Loans $24,586 26,967 $28,720 Investments 9,160 8,351 8,466 Federal funds sold 1,655 1,895 1,877 ----------------------------------------------------------------- Total interest income 35,401 37,213 39,063 Interest expense Deposits 11,353 12,811 14,287 Borrowings 353 417 865 ----------------------------------------------------------------- Total interest expense 11,706 13,228 15,152 ----------------------------------------------------------------- Net interest income 23,695 23,985 23,911 Provision for loan losses 300 300 520 ----------------------------------------------------------------- Net interest income after provision for loan losses 23,395 23,685 23,391 Net securities transactions 3,096 1,328 1,868 Noninterest income 4,754 4,618 4,885 Noninterest expense 12,669 17,794 12,393 ----------------------------------------------------------------- Income before income taxes 18,576 11,837 17,751 Income tax expense 5,384 823 5,383 ----------------------------------------------------------------- Net income $13,192 $11,014 $12,368 ================================================================= Net income per share: - Basic $0.178 0.148 0.172 - Diluted $0.175 0.146 0.166 Avg equivalent shares outstanding, in thousands: - Basic 74,248 74,256 71,779 - Diluted 75,185 75,407 74,288 ================================================================= 10 CONSOLIDATED AVERAGE BALANCE SHEETS (in thousands) Three Months Ended 03/31/2003 12/31/2002 03/31/2002 Total assets $2,690,016 2,672,676 2,631,144 Shareholders' equity 231,836 224,299 209,475 Total loans 1,384,910 1,468,160 1,536,995 Securities available for sale 647,942 593,083 543,214 Interest earning assets 2,573,408 2,561,030 2,514,088 Interest-bearing deposits 2,099,877 2,062,423 1,938,474 Interest-bearing liabilities 2,248,579 2,203,967 2,178,121 Demand deposits 173,436 195,435 189,582 11