---------------------------------------------------------------------- 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): October 21, 2003 (October 21, 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 12305 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (518) 377-3311 -------------- ------------------------------------------------------------------------------ TrustCo Bank Corp NY Item 5. Other Events On October 21, 2003, TrustCo Bank Corp NY ("Trustco") issued two press releases with year to date and third quarter results for the period ending September 30, 2003. Attached is a copy of each press release labeled as Exhibits 99(a) and 99(b). Item 7 (c) Exhibits Reg S-K Exhibit No. Description 99(a) Highlights Press Release dated October 21, 2003, for the period ending September 30, 2003, regarding year to date and third quarter results. 99(b) Press Release dated October 21, 2003, for the period ending September 30, 2003,regarding year to date and third quarter 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: October 21, 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) Highlights Press Release of 5 October 21, 2003, for the period ending September 30,2003, regarding year to date and third quarter results. 99(b) Press Release of October 21, 6-7 2003, for the period ending September 30, 2003, regarding year to date and third quarter results. 4 TRUSTCO Exhibit 99(a) Bank Corp NY News Release ---------------------------------------------------------------- 5 Sarnowski Drive, Glenville, New York 12302 (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank Contact: Robert M. Leonard Vice President (518) 381-3693 Glenville, New York - October 21, 2003 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 9/03 9/02 Three Months Ended September 30: Net Income $ 14,285 13,291 Provision for Loan Losses 300 300 Average Equivalent Shares Outstanding: Basic 74,400,000 72,499,000 Diluted 75,417,000 74,325,000 Net Income per Share: Basic $ 0.192 0.183 Diluted 0.189 0.179 Nine Months Ended September 30: Net Income $ 40,888 38,230 Provision for Loan Losses 900 1,120 Average Equivalent Shares Outstanding: Basic 74,339,000 72,146,000 Diluted 75,280,000 74,403,000 Net Income per Share: Basic $ 0.550 0.530 Diluted 0.543 0.514 Period End: Total Assets $ 2,739,556 2,675,427 Total Nonperforming Loans 3,563 6,304 Total Nonperforming Assets 3,563 6,602 Allowance for Loan Losses 49,054 54,280 Allowance as a Percentage of Total Loans 4.08% 3.61% 5 Exhibit 99(b) TRUSTCO Bank Corp NY News Release ----------------------------------------------------------------- 5 Sarnowski Drive, Glenville, New York, 12302 (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank Contact: Robert M. Leonard Vice President (518) 381-3693 FOR IMMEDIATE RELEASE: TRUSTCO ANNOUNCES RECORD THIRD QUARTER AND YEAR TO DATE RESULTS Glenville, New York - October 21, 2003 TrustCo Bank Corp NY (TrustCo, NASDAQ: TRST) today announced record earnings results for the third quarter and year to date 2003. Net income for the third quarter 2003 was $14.3 million or $0.189 diluted earnings per share, compared to $13.3 million or $0.179 diluted earnings per share for the third quarter of 2002. The third quarter results represent increases of 7.5% and 5.6% in net income and diluted earnings per share, respectively, for 2003 compared to 2002. Net income for the nine months ended September 30, 2003 was $40.9 million or $0.543 diluted earnings per share, compared to $38.2 million or $0.514 diluted earnings per share, for the nine month period ended September 30, 2002. The year to date results reflect increases of 7.0% and 5.6% in net income and diluted earnings per share, respectively, for the nine months of 2003 compared to the similar period of 2002. Making the announcement was Robert T. Cushing and Robert J. McCormick, President and Chief Executive Officers of TrustCo Bank Corp NY and Trustco Bank, respectively. They noted, "During 2003 and particularly in the third quarter, we have taken aggressive actions to insure that TrustCo has sufficient liquidity available to take advantage of future interest rate increases which we believe are inevitable. Compared to this time last year, our deposits have increased by approximately $115 million, which reflects the continued attractiveness of our simple product line coupled with superior customer service and our expanded branch network. Though there continues to be reductions in the loan portfolio, this reflects our decision to retain loans in our portfolio rather than chase new loan originations at historical lows in interest rates and sell them into the secondary markets." 6 "We are excited to report the opening of three additional Trustco offices, Colonial Drive and Dean Road in Orlando, Florida, and Congress Street in Saratoga Springs, New York. This brings our total branch network to 67 offices with two openings planned in Westchester County, New York in the fourth quarter of 2003. As we have previously indicated, we plan to open a series of additional offices in downstate New York and the Orlando, Florida areas. This should provide TrustCo with continued growth opportunities into the future," they said. TrustCo Bank Corp NY is a $2.7 billion bank holding company and through its subsidiary, Trustco Bank, operates 67 offices in New York, Vermont, and Florida. In addition, the bank operates a full service Trust Department that has $938 million of assets under management. 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 FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Three Months Ended 09/30/2003 06/30/2003 09/30/2002 Summary of operations Net interest income (TE) $24,119 $26,140 $25,817 Provision for loan losses 300 300 300 Net securities transactions 4,737 2,234 2,399 Noninterest income 5,464 5,274 4,465 Noninterest expense 11,600 12,579 11,422 Net income 14,285 13,411 13,291 Per common share Net income per share: - Basic 0.192 0.180 0.183 - Diluted 0.189 0.178 0.179 Cash dividends 0.150 0.150 0.150 Tangible Book value at period end 3.14 3.16 3.08 Market price at period end 12.36 11.06 10.58 At period end Full time equivalent employees 483 492 469 Full service banking offices 67 64 63 Performance ratios Return on average assets 2.10 % 1.98 1.92 Return on average equity (1) 28.20 26.25 27.50 Efficiency (2) 39.50 37.57 36.26 Net interest spread (TE) 3.50 3.74 3.61 Net interest margin (TE) 3.72 4.00 3.93 Dividend payout ratio 78.24 83.01 81.64 Capital ratios at period end (3) Total equity to assets 7.70 7.76 7.54 Tier 1 risk adjusted capital 16.60 16.33 14.43 Total risk adjusted capital 17.89 17.62 15.71 Asset quality analysis at period end Nonperforming loans to total loans 0.30 % 0.31 0.42 Nonperforming assets to total assets 0.13 0.15 0.25 Allowance for loan losses to total loans 4.08 3.88 3.61 Coverage ratio (4) 13.8 X 12.6 X 8.6 (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, amortization of intangibles and any unique 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 adustment for securities available for sale. (4) Calculated as allowance for loan losses divided by total nonperforming loans. TE = Taxable equivalent. 8 FINANCIAL HIGHLIGHTS, Continued Nine Months Ended 09/30/2003 09/30/2002 Summary of operations Net interest income (TE) $75,889 $77,205 Provision for loan losses 900 1,120 Net securities transactions 10,067 6,171 Noninterest income 15,492 15,181 Noninterest expense 36,848 37,532 Net income 40,888 38,230 Per common share (1) Net income per share: - Basic 0.550 0.530 - Diluted 0.543 0.514 Cash dividends 0.450 0.450 Tangible Book value at period end 3.14 3.08 Market price at period end 12.36 10.58 Performance ratios Return on average assets 2.02 % 1.89 Return on average equity (2) 26.83 27.05 Efficiency (3) 38.52 37.12 Net interest spread (TE) 3.64 3.61 Net interest margin (TE) 3.88 3.97 Dividend payout ratio 81.71 84.97 9 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (dollars in thousands) 09/30/2003 12/31/2002 09/30/2002 ASSETS Loans, net $1,152,165 1,369,743 $1,448,408 Securities available for sale 921,285 653,163 652,660 Federal funds sold and other short-term investments 541,765 542,125 441,446 ----------------------------------------------------------------- Total earning assets 2,615,215 2,565,031 2,542,514 Cash and due from banks 63,376 63,957 65,172 Bank premises and equipment 19,501 19,544 19,606 Other assets 41,464 47,556 48,135 ----------------------------------------------------------------- Total assets $2,739,556 2,696,088 $2,675,427 ================================================================= LIABILITIES Deposits: Demand $198,930 178,058 $212,795 Interest-bearing checking 325,089 338,740 318,383 Savings 775,869 715,349 719,243 Money market 151,930 130,914 129,425 Certificates of deposit (in denominations of $100,000 or more) 162,609 137,513 118,980 Other time deposits 769,675 773,694 770,697 ----------------------------------------------------------------- Total deposits 2,384,102 2,274,268 2,269,523 Short-term borrowings 80,201 141,231 120,465 Long-term debt 287 427 472 Other liabilities 41,235 45,318 56,219 ----------------------------------------------------------------- Total liabilities 2,505,825 2,461,244 2,446,679 SHAREHOLDERS' EQUITY 233,731 234,844 228,748 ----------------------------------------------------------------- Total liabilities and shareholders' equity $2,739,556 2,696,088 $2,675,427 ================================================================= Number of common shares outstanding, in thousands 74,364 74,178 74,032 10 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three Months Ended 09/30/2003 06/30/2003 09/30/2002 Interest income Loans 20,892 22,722 28,031 Investments 9,706 10,541 8,068 Federal funds sold and other short term investments 1,443 1,482 2,408 ----------------------------------------------------------------- Total interest income 32,041 34,745 38,507 Interest expense Deposits 9,171 10,082 13,793 Borrowings 136 264 740 ----------------------------------------------------------------- Total interest expense 9,307 10,346 14,533 ----------------------------------------------------------------- Net interest income 22,734 24,399 23,974 Provision for loan losses 300 300 300 ----------------------------------------------------------------- Net interest income after provision for loan losses 22,434 24,099 23,674 Net securities transactions 4,737 2,234 2,399 Noninterest income 5,464 5,274 4,465 Noninterest expense 11,600 12,579 11,422 ----------------------------------------------------------------- Income before income taxes 21,035 19,028 19,116 Income tax expense 6,750 5,617 5,825 ----------------------------------------------------------------- Net income $14,285 $13,411 $13,291 ================================================================= Net income per share: - Basic $0.192 $0.180 $0.183 - Diluted $0.189 0.178 0.179 Avg equivalent shares outstanding, in thousands: - Basic 74,400 74,369 72,499 - Diluted 75,417 75,237 74,325 ================================================================= 11 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Nine Months Ended 09/30/03 09/30/02 Interest income Loans $68,200 $85,026 Investments 29,407 24,933 Federal funds sold and other short term investments 4,580 6,563 ----------------------------------------- Total interest income 102,187 116,522 Interest expense Deposits 30,606 42,339 Borrowings 753 2,453 ----------------------------------------- Total interest expense 31,359 44,792 ----------------------------------------- Net interest income 70,828 71,730 Provision for loan losses 900 1,120 ----------------------------------------- Net interest income after provision for loan losses 69,928 70,610 Net securities transactions 10,067 6,171 Noninterest income 15,492 15,181 Noninterest expense 36,848 37,532 ----------------------------------------- Income before income taxes 58,639 54,430 Income tax expense 17,751 16,200 ----------------------------------------- Net income $40,888 $38,230 ========================================= Net income per share: - Basic $0.550 $0.530 - Diluted $0.543 $0.514 Avg equivalent shares outstanding, in thousands: - Basic 74,339 72,146 - Diluted 75,280 74,403 ========================================= 12 CONSOLIDATED AVERAGE STATEMENTS OF FINANCIAL CONDITION (in thousands) Three Months Ended 09/30/2003 06/30/2003 09/30/2002 Total assets $2,703,794 2,716,166 2,748,406 Shareholders' equity $217,359 231,770 220,687 Total loans $1,234,676 1,307,353 1,519,558 Securities available for sale $811,299 832,516 569,027 Interest-earning assets $2,599,949 2,615,344 2,636,263 Interest-bearing deposits $2,170,945 2,135,035 2,060,557 Interest-bearing liabilities $2,246,854 2,259,803 2,278,769 Demand deposits $197,572 187,977 196,291 Nine Months Ended 09/30/2003 09/30/2002 Total assets $2,703,580 2,700,526 Shareholders' equity $227,282 214,728 Total loans $1,308,430 1,527,560 Securities available for sale $764,872 559,622 Interest-earning assets $2,596,687 2,585,750 Interest-bearing deposits $2,135,558 2,004,836 Interest-bearing liabilities $2,251,751 2,239,073 Demand deposits $186,406 192,298 13