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 15, 2002 (January 15, 2002) 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 On January 15, 2002, TrustCo Bank Corp NY ("TrustCo") issued two press releases with year to date and fourth quarter results for the period ending December 31, 2001. 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 of January 15, 2002, for the period ending December 31, 2001, regarding year to date and fourth quarter results. 99(b) Press Release of January 15, 2002, for the period ending December 31, 2001, regarding year to date and fourth 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: January 15, 2002 TrustCo Bank Corp NY (Registrant) By:/s/ Robert T. Cushing Robert T. Cushing 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 5 of January 15, 2002, for the period ending December 31, 2001, regarding year to date and fourth quarter results. 99(b) Press Release of January 15, 2002, for the period ending December 31, 2001, regarding year to date and fourth 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 Robert Leonard Vice President 518-381-3693 FOR IMMEDIATE RELEASE: Glenville, New York - January 15, 2002 TrustCo Bank Corp NY (dollars in thousands, except per share data) 12/01 12/00 Three Months Ended December 31: Net Income $ 10,949 10,174 Provision for Loan Losses 1,575 1,554 Average Equivalent Shares Outstanding: Basic 71,288,000 70,625,000 Diluted 73,877,000 73,140,000 Net Income per Share: Basic $ 0.154 0.144 Diluted 0.148 0.139 Twelve Months Ended December 31: Net Income $ 45,510 41,702 Provision for Loan Losses 4,940 4,114 Average Equivalent Shares Outstanding: Basic 71,154,000 70,693,000 Diluted 73,673,000 73,043,000 Net Income per Share: Basic $ 0.640 0.590 Diluted 0.618 0.571 Period End: Total Assets 2,578,621 2,456,198 Total Nonperforming Loans 7,050 11,661 Total Nonperforming Assets 7,653 13,572 Allowance for Loan Losses 57,203 56,298 Allowance as a Percentage of Total Loans 3.67% 3.82% Note: All share and per share information is adjusted for the 15% stock split declared August, 2001. 5 TRUSTCO Exhibit 99(b) Bank Corp NY News Release - ---------------------------------------------------------------- 5 Sarnowski Drive, Glenville, New York, 12302 (518) 377-3311 Fax: (518) 381-3668 Subsidiaries: Trustco Bank Trustco Savings Robert M. Leonard Vice President 518-381-3693 FOR IMMEDIATE RELEASE: TrustCo Announces Full Year and Fourth Quarter 2001 Results Glenville, New York - January 15, 2002 TrustCo Bank Corp NY (TrustCo, NASDAQ: TRST) today announced record results for 2001. Net income for the full year 2001 was $45.5 million, an increase of $ 3.8 million or 9.1% over net income of $41.7 million for 2000. Diluted earnings per share were $0.618 for 2001; an increase of 8.2 % compared to the $0.571 diluted earnings per share in 2000. Return on average equity and return on average assets were 25.31 % and 1.83% respectively for 2001 and 24.07 % and 1.76 % respectively for 2000. Net income for the fourth quarter of 2001 was $10.9 million, an increase of 7.6% from the $10.2 million reported in the fourth quarter of 2000. Diluted earnings per share were $0.148 for the quarter, or 6.5 % greater than the $0.139 per share reported in 2000's fourth quarter. Return on average equity and return on average assets for the fourth quarter were 23.81 % and 1.72 % respectively for 2001, compared to 23.38 % and 1.69% respectively for the fourth quarter of 2000. All per share results have been adjusted for the 15% stock split declared in 2001. Highlights Robert A. McCormick, TrustCo's Chairman, President, and Chief Executive Officer commented on the strong results for the quarter and full year of 2001. "The results for the fourth quarter and for all of 2001 are right on target with our plans for the year, and establish a strong foundation to move forward into the year 2002. We achieved a return on average equity of 25.31 %, an increase in our net income of 9.1 % and an efficiency ratio of 38.96 %. These results are the product of executing several initiatives at TrustCo to enhance net interest income, strengthen asset quality, and improve operating measurements." 6 Full Year 2001 Results Net income for 2001 was $45.5 million, an increase of 9.1 % over the net income of $41.7 million in 2000. The increase in net income combined with TrustCo's capital management process resulted in a return on average equity of 25.31% for 2001. TrustCo's efficiency ratio for 2001 was 38.96%. Commenting on those results McCormick noted, "The delivery of high quality banking services at the lowest cost possible is the hallmark of this Company. Year after year we are rated among the most efficient bank's in the country. The results for 2001 are world-class." During 2001, TrustCo paid 84.58% of its net income to shareholders in the form of cash dividends. As Mr. McCormick noted, TrustCo's operating philosophy "is to return to our owners any excess capital that cannot be effectively utilized by the Company while at the same time maintaining adequate capital to qualify as a well-capitalized institution for regulatory purposes." Asset quality remains strong at TrustCo. The allowance for loan losses at December 31, 2001 was $57.2 million and represents 3.67% of loans outstanding. Non-performing assets were $7.7 million at year end 2001. Fourth Quarter Results Net income of $10.9 million for the fourth quarter of 2001 was 7.6% greater than the $10.2 million for the same period in 2000.Return on average equity for the fourth quarter was 23.81% for 2001, compared to 23.38% for 2000. The efficiency ratio for the quarter was 37.37% in 2001 compared to 39.63% in 2000. During the fourth quarter the provision for loan losses was $1.6 for both 2001 and 2000. 7 TrustCo is a $2.6 billion bank holding company and through its subsidiaries, Trustco Bank, National Association, and Trustco Savings Bank, operates 56 bank offices in Albany, Columbia, Greene, Montgomery, Rensselaer, Saratoga, Schenectady, Schoharie, Warren, and Washington counties. In addition, the bank operates a full service Trust Department with $1.23 billion in 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 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 undo 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. 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. 8 TRUSTCO BANK CORP NY SCHENECTADY, NY (dollars in thousands, except per share data) Three Months Ended 12/31/2001 09/30/2001 12/31/2000 Summary of operations Net interest income (TE) $26,578 $25,422 $25,255 Provision for loan losses 1,575 750 1,554 Net securities transactions 612 696 28 Noninterest income 5,375 5,312 5,514 Noninterest expense 13,749 12,363 12,666 Net income 10,949 11,591 10,174 Per common share (1) Net income per share: - Basic 0.154 0.163 0.144 - Diluted 0.148 0.157 0.139 Cash dividends 0.150 0.130 0.130 Tangible Book value at period end 2.88 2.87 2.77 Market price at period end 12.57 11.95 10.60 At period end Full time equivalent employees 465 479 474 Full service banking offices 56 57 55 Performance ratios Return on average assets 1.72 % 1.83 1.69 Return on average equity (2) 23.81 25.44 23.38 Efficiency (3) 37.37 39.03 39.63 Net interest spread (TE) 4.00 3.81 3.83 Net interest margin (TE) 4.41 4.27 4.39 Dividend payout ratio 97.63% 80.16% 90.63 Capital ratios at period end (4) Total equity to assets 7.20 7.28 7.20 Tier 1 risk adjusted capital 13.58 13.45 14.03 Total risk adjusted capital 14.86 14.74 15.32 Asset quality analysis at period end Nonperforming loans to total loans 0.45% 0.49% 0.79 Nonperforming assets to total assets 0.30 0.34 0.55 Allowance for loan losses to total loans 3.67 3.65 3.82 Coverage ratio (5) 8.1 X 7.5 X 4.8 X (1) All share and per share information has been adjusted for the 15% stock split declared August, 2001. (2) Average equity excludes the effect of the market value adjustment for securities available for sale. (3) 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). (4) Capital ratios exclude the effect of the market value adustment for securities available for sale. (5) Calculated as allowance for loan losses divided by total nonperforming loans. TE = Taxable equivalent. 9 FINANCIAL HIGHLIGHTS, Continued Twelve Months Ended 12/31/2001 12/31/2000 Summary of operations Net interest income (TE) $102,416 $102,526 Provision for loan losses 4,940 4,114 Net securities transactions 4,517 (4,985) Noninterest income 21,285 21,351 Noninterest expense 51,313 47,767 Net income 45,510 41,702 Per common share (1) Net income per share: - Basic 0.640 0.590 - Diluted 0.618 0.571 Cash dividends 0.541 0.471 Tangible Book value at period end 2.88 2.77 Market price at period end 12.57 10.60 Performance ratios Return on average assets 1.83 % 1.76 Return on average equity (2) 25.31 24.07 Efficiency (3) 38.96 38.06 Net interest spread (TE) 3.83 3.95 Net interest margin (TE) 4.31 4.47 Dividend payout ratio 84.58% 79.78 10 CONSOLIDATED BALANCE SHEETS (dollars in thousands) 12/31/2001 12/31/2000 ASSETS Loans, net $1,499,483 1,418,750 Securities available for sale 587,100 605,284 Federal funds sold and other short-term investments 338,452 299,490 -------------------------------------------- Total earning assets 2,425,035 2,323,524 Cash and due from banks 60,121 45,956 Bank premises and equipment 18,312 17,416 Other assets 75,153 69,302 -------------------------------------------- Total assets $2,578,621 2,456,198 ============================================ LIABILITIES Deposits: Demand $195,390 191,260 Interest-bearing checking 295,514 277,543 Savings 649,081 588,595 Money Market 75,620 56,917 Certificates of deposit > $100 thou 128,129 123,211 Other time deposits 749,172 773,465 -------------------------------------------- Total deposits 2,092,906 2,010,991 Short-term borrowings 218,219 192,898 Long-term debt 624 911 Other liabilities 61,045 55,555 -------------------------------------------- Total liabilities 2,372,794 2,260,355 SHAREHOLDERS' EQUITY 205,827 195,843 -------------------------------------------- Total liabilities and shareholders' equity $2,578,621 2,456,198 ============================================ Number of common shares outstanding, in thousands 71,306 70,577 11 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three Months Ended 12/31/2001 09/30/2001 12/31/2000 Interest income Loans $29,618 29,963 29,904 Investments 9,787 9,181 10,734 Federal funds sold and other short-term investments 1,315 2,510 3,690 ------------------------------------------------------------- Total interest income 40,720 41,654 44,328 Interest expense Deposits 15,089 16,572 17,679 Borrowings 935 1,476 2,570 ------------------------------------------------------------- Total interest expense 16,024 18,048 20,249 ------------------------------------------------------------- Net interest income 24,696 23,606 24,079 Provision for loan losses 1,575 750 1,554 ------------------------------------------------------------- Net interest income after provision for loan losses 23,121 22,856 22,525 Net securities transactions 612 696 28 Noninterest income 5,375 5,312 5,514 Noninterest expense 13,749 12,363 12,666 ------------------------------------------------------------- Income before income taxes 15,359 16,501 15,401 Income tax expense 4,410 4,910 5,227 ------------------------------------------------------------- Net income $10,949 11,591 10,174 ============================================================= Net income per share: - Basic $0.154 0.163 0.144 - Diluted $0.148 0.157 0.139 Avg equivalent shares outstanding, in thousands: - Basic 71,288 71,164 70,625 - Diluted 73,877 73,659 73,140 ============================================================= 12 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Twelve Months Ended 12/31/2001 12/31/2000 Interest income Loans $119,370 114,068 Investments 38,441 44,631 Federal funds sold and other short-term investments 10,849 15,003 ---------------------------------------- Total interest income 168,660 173,702 Interest expense Deposits 66,063 66,946 Borrowings 6,700 8,702 ---------------------------------------- Total interest expense 72,763 75,648 ---------------------------------------- Net interest income 95,897 98,054 Provision for loan losses 4,940 4,114 ---------------------------------------- Net interest income after provision for loan losses 90,957 93,940 Net securities transactions 4,517 (4,985) Noninterest income 21,285 21,351 Noninterest expense 51,313 47,767 ---------------------------------------- Income before income taxes 65,446 62,539 Income tax expense 19,936 20,837 ---------------------------------------- Net income $45,510 41,702 ======================================== Net income per share: - Basic $0.640 0.590 - Diluted $0.618 0.571 Avg equivalent shares outstanding, in thousands: - Basic 71,154 70,693 - Diluted 73,673 73,043 ======================================== 13 CONSOLIDATED AVERAGE BALANCE SHEETS (in thousands) Three Months Ended 12/31/2001 09/30/2001 12/31/2000 Total assets $2,532,314 2,508,747 2,398,221 Shareholders' equity 207,002 205,455 184,754 Total loans 1,556,180 1,532,377 1,455,688 Interest earning assets 2,420,064 2,389,472 2,305,494 Interest-bearing liabilities 2,083,476 2,072,348 1,982,662 Twelve Months Ended 12/31/2001 12/31/2000 Total assets $2,488,169 2,372,926 Shareholders' equity 202,848 175,973 Total loans 1,518,768 1,395,414 Interest earning assets 2,376,359 2,292,094 Interest-bearing liabilities 2,053,100 1,981,369 # # #