------------------------------------------------------------------------------ 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): January 20, 2004 (January 20, 2004) --------------------------------------------------- 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 7. Financial Statements and Exhibits (c) Exhibits Reg S-K Exhibit No. Description 99(a) Highlights Press Release dated January 20, 2004, for the period ending December 31, 2003, regarding fourth quarter and full year 2003 results. 99(b) Press Release dated January 20, 2004, for the period ending December 31, 2003, regarding fourth quarter and full year 2003 results. Item 12. Results of Operations and Financial Condition On January 20, 2004, TrustCo Bank Corp NY ("Trustco") issued two press releases with fourth quarter and full year 2003 results for the period ending December 31, 2003. Attached is a copy of each press release labeled as Exhibits 99(a) and 99(b). 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: January 20, 2004 TrustCo Bank Corp NY (Registrant) By:/s/ Robert T. Cushing ---------------------------- Robert T. Cushing Executive Vice President and Chief Financial Officer 3 Exhibits Index The following exhibits are filed herewith: Reg S-K Exhibit No. Description Page ------------------ ---------------------------- ---------- 99(a) Highlights Press Release of 5 January 20, 2004, for the period ending December 31, 2003, regarding fourth quarter and full year 2003 results. 99(b) Press Release of January 20, 2004, 6-13 for the period ending December 31, 2003, regarding fourth quarter and full year 2003 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 FOR IMMEDIATE RELEASE: Glenville, New York - January 20, 2004 TrustCo Bank Corp NY (dollars in thousands, except per share data) 2003 2002 ------------------------------------ Three Months Ended December 31: Net Income $ 12,144 11,014 Provision for Loan Losses 300 300 Average Equivalent Shares Outstanding: Basic 74,329,000 74,256,000 Diluted 75,384,000 75,407,000 Net Income per Share: Basic $ 0.163 0.148 Diluted 0.161 0.146 ===== ===== Twelve Months Ended December 31: Net Income $ 53,031 49,244 Provision for Loan Losses 1,200 1,420 Average Equivalent Shares Outstanding: Basic 74,337,000 72,675,000 Diluted 75,306,000 74,618,000 Net Income per Share: Basic $ 0.713 0.678 Diluted 0.704 0.660 ===== ===== Period End: Total Assets 2,783,382 2,696,088 Total Nonperforming Loans 3,260 4,918 Total Nonperforming Assets 3,260 5,004 Allowance for Loan Losses 48,739 52,558 Allowance as a Percentage of Total Loans 4.17% 3.70% 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 High 4th Quarter and Full Year 2003 Results Glenville, New York - January 20, 2004 TrustCo Bank Corp NY (NASDAQ: TRST) today announced record results for 2003. Net income for the full year 2003 was $53.0 million, an increase of $3.8 million or 7.7% over net income of $49.2 million for 2002. Diluted earnings per share were $0.704 for 2003, an increase of 6.7% compared to the $0.660 diluted earnings per share in 2002. Return on average equity and return on average assets were 26.21% and 1.96% respectively for 2003 and 26.08 and 1.83% respectively for 2002. Net income for the fourth quarter of 2003 was $12.1 million, an increase of 10.3% from the $11.0 million reported in the fourth quarter of 2002. Diluted earnings per share were $0.161 for the quarter, or 10.3% greater than the $0.146 per share reported in the fourth quarter of 2002. Return on average equity and return on average assets for the fourth quarter were 25.31% and 1.78% respectively for the fourth quarter of 2003. Robert J. McCormick, TrustCo's President and Chief Executive Officer, commented on the strong results for the quarter and full year 2003. "The results are right on target with our plans for the year and establish a strong foundation to move forward into the year 2004." Continuing our previously announced growth initiative, Trustco opened two new offices in Westchester County during the fourth quarter of 2003. "These new offices, regionally downstate and Florida, are going well, and should provide Trustco with growth into the future", said McCormick. 6 TrustCo Bank Corp is a $2.8 billion bank holding company and through its subsidiary, Trustco Bank, operates 69 offices in New York, Vermont, and Florida. In addition, the Bank operates a full service Trust Department that has $970 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 concerning future events or performance and assumptions and other statements that are other than 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. TrustCo does not undertake, and specifically disclaims any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date of such statement. 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 concerning future events or performance and assumptions and other statements that are other than 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. TrustCo does not undertake, and specifically disclaims any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date of such statement. 7 TRUSTCO BANK CORP NY GLENVILLE, NY FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Three Months Ended 12/31/2003 09/30/2003 12/31/2002 Summary of operations Net interest income (TE) $26,869 24,119 26,090 Provision for loan losses 300 300 300 Net securities transactions (259) 4,737 1,328 Noninterest income 4,349 5,464 4,618 Noninterest expense 11,639 11,600 17,794 Net income 12,144 14,285 11,014 Per common share Net income per share: - Basic $0.163 0.192 0.148 - Diluted 0.161 0.189 0.146 Cash dividends 0.150 0.150 0.150 Tangible Book value at period end 3.06 3.14 3.16 Market price at period end 13.15 12.36 10.78 At period end Full time equivalent employees 488 483 468 Full service banking offices 69 67 62 Performance ratios Return on average assets 1.78 % 2.10 1.64 Return on average equity (1) 25.31 28.20 22.17 Efficiency (2) 37.57 39.50 35.30 Net interest spread (TE) 3.86 3.50 3.77 Net interest margin (TE) 4.08 3.72 4.09 Dividend payout ratio 91.61 78.24 101.08 Capital ratios at period end (3) Total equity to assets 7.45 % 7.70 7.78 Tier 1 risk adjusted capital 16.54 16.60 15.48 Total risk adjusted capital 17.82 17.89 16.77 Asset quality analysis at period end Nonperforming loans to total loans 0.28 % 0.30 0.35 Nonperforming assets to total assets 0.12 0.13 0.19 Allowance for loan losses to total loans 4.17 4.08 3.70 Coverage ratio (4) 15.0 X 13.8 X 10.7 (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 Twelve Months Ended 12/31/2003 12/31/2002 Summary of operations Net interest income (TE) $102,732 103,289 Provision for loan losses 1,200 1,420 Net securities transactions 9,807 7,499 Noninterest income 19,842 19,799 Noninterest expense 48,486 55,326 Net income 53,031 49,244 Per common share Net income per share: - Basic 0.713 0.678 - Diluted 0.704 0.660 Cash dividends 0.600 0.600 Tangible Book value at period end 3.06 3.16 Market price at period end 13.15 10.78 Performance ratios Return on average assets 1.96 % 1.83 Return on average equity (1) 26.21 26.08 Efficiency (2) 38.33 36.66 Net interest spread (TE) 3.70 3.65 Net interest margin (TE) 3.94 4.00 Dividend payout ratio 83.98 88.60 9 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (dollars in thousands) 12/31/2003 12/31/2002 ASSETS Loans, net $1,118,790 1,369,743 Securities available for sale 1,176,926 653,163 Federal funds sold and other short-term investments 355,257 542,125 ----------- --------- Total earning assets 2,650,973 2,565,031 Cash and due from banks 56,425 63,957 Bank premises and equipment 20,168 19,544 Other assets 55,816 47,556 ----------- --------- Total assets $2,783,382 2,696,088 ============ ========= LIABILITIES Deposits: Demand $202,379 178,058 Interest-bearing checking 334,038 338,740 Savings 780,862 715,349 Money market 159,645 130,914 Certificates of deposit (in denominations of $100,000 or more) 170,423 137,513 Other time deposits 777,726 773,694 ----------- ----------- Total deposits 2,425,073 2,274,268 Short-term borrowings 90,608 141,231 Long-term debt 239 427 Other liabilities 40,700 45,318 ------------ ----------- Total liabilities 2,556,620 2,461,244 SHAREHOLDERS' EQUITY 226,762 234,844 ------------- ------------ Total liabilities and shareholders' equity $2,783,382 2,696,088 ============ ============ Number of common shares outstanding, in thousands 73,946 74,178 10 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three Months Ended 12/31/2003 09/30/2003 12/31/2002 Interest income Loans $19,414 20,892 26,967 Investments 14,456 9,706 8,351 Federal funds sold and other short term investments 1,074 1,443 1,895 ------------------- ------------------ --------------------- Total interest income 34,944 32,041 37,213 Interest expense Deposits 9,236 9,171 12,811 Borrowings 143 136 417 ------------------- ------------------ --------------------- Total interest expense 9,379 9,307 13,228 ------------------- ------------------ --------------------- Net interest income 25,565 22,734 23,985 Provision for loan losses 300 300 300 ------------------- ------------------ --------------------- Net interest income after provision for loan losses 25,265 22,434 23,685 Net securities transactions (259) 4,737 1,328 Noninterest income 4,349 5,464 4,618 Noninterest expense 11,639 11,600 17,794 ------------------- ------------------ --------------------- Income before income taxes 17,716 21,035 11,837 Income tax expense 5,572 6,750 823 ------------------- ------------------ --------------------- Net income $12,144 14,285 11,014 =================== ================== ===================== Net income per share: - Basic $0.163 0.192 0.148 - Diluted 0.161 0.189 0.146 Avg equivalent shares outstanding, in thousands: - Basic 74,329 74,400 74,256 - Diluted 75,384 75,417 75,407 =================== ================== ===================== 11 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Twelve Months Ended 12/31/03 12/31/02 Interest income Loans $87,614 111,993 Investments 43,862 33,284 Federal funds sold and other short term investments 5,654 8,458 ------------------- ------------------ Total interest income 137,130 153,735 Interest expense Deposits 39,843 55,150 Borrowings 896 2,870 ------------------- ------------------ Total interest expense 40,739 58,020 ------------------- ------------------ Net interest income 96,391 95,715 Provision for loan losses 1,200 1,420 ------------------- ------------------ Net interest income after provision for loan losses 95,191 94,295 Net securities transactions 9,807 7,499 Noninterest income 19,842 19,799 Noninterest expense 48,486 55,326 ------------------- ------------------ Income before income taxes 76,354 66,267 Income tax expense 23,323 17,023 ------------------- ------------------ Net income $53,031 49,244 =================== ================== Net income per share: - Basic $0.713 0.678 - Diluted 0.704 0.660 Avg equivalent shares outstanding, in thousands: - Basic 74,337 72,675 - Diluted 75,306 74,618 =================== ================== 12 CONSOLIDATED AVERAGE STATEMENTS OF FINANCIAL CONDITION (in thousands) Three Months Ended 12/31/2003 09/30/2003 12/31/2002 Total assets $2,713,458 2,703,794 2,672,676 Shareholders' equity 210,678 217,359 224,299 Total loans 1,175,893 1,234,676 1,468,160 Securities available for sale 1,039,021 811,299 593,083 Interest-earning assets 2,635,065 2,599,949 2,561,030 Interest-bearing deposits 2,200,441 2,170,945 1,305,566 Interest-bearing liabilities 2,277,191 2,246,854 2,203,967 Demand deposits 196,360 197,572 195,435 Twelve Months Ended 12/31/2003 12/31/2002 Total assets $2,710,175 2,693,505 Shareholders' equity 225,045 214,963 Total loans 1,275,023 1,512,448 Securities available for sale 833,905 568,056 Interest-earning assets 2,606,292 2,579,379 Interest-bearing deposits 2,151,565 2,019,351 Interest-bearing liabilities 2,259,690 2,230,224 Demand deposits 189,262 193,089 13