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): July 16, 2002 (July 16, 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 -------------- TrustCo Bank Corp NY Item 5. Other Events Two press releases were issued on July 16, 2002, discussing second quarter results for 2002. 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 July 16, 2002, with second quarter 2002 results. 99(b) Press release dated July 16, 2002, with second quarter 2002 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: July 16, 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) One page press release dated July 16, 2002, with second quarter 2002 results. 5 99(b) Press release dated July 16, 2002, with second quarter 2002 results. 6-8 4 Robert M. Leonard Vice President (518) 381-3693 Glenville, New York -- July 16, 2002 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 6/02 6/01 Three Months Ended June 30: Net Income $ 12,571 11,672 Provision for Loan Losses 300 1,120 Average Equivalent Shares Outstanding: Basic 72,152,000 71,197,000 Diluted 74,455,000 73,595,000 Net Income per Share: Basic $ 0.174 0.164 Diluted 0.169 0.159 Six Months Ended June 30: Net Income $ 24,939 22,970 Provision for Loan Losses 820 2,615 Average Equivalent Shares Outstanding: Basic 71,967,000 71,015,000 Diluted 74,371,000 73,530,000 Net Income per Share: Basic $ 0.347 0.323 Diluted 0.335 0.312 Period End: Total Assets $ 2,751,957 2,471,801 Total Nonperforming Loans 6,530 9,334 Total Nonperforming Assets 6,798 10,995 Allowance for Loan Losses 55,968 56,944 Allowance as a Percentage of Total Loans 3.68% 3.76% Note: All share and per share information is adjusted for the 15% stock split declared August, 2001. 5 News Release NASDAQ-TRST Contact: Robert M. Leonard Vice President 518-381-3693 FOR IMMEDIATE RELEASE: TrustCo Announces Record High Second Quarter and Year to Date 2002 Results Glenville, New York - July 16, 2002 TrustCo Bank Corp NY (TrustCo, NASDAQ:TRST) announced that it achieved record quarterly results for the second quarter of 2002 and for the first six months of the year. The 2002 results reflect strong performance with respect to earning assets, recurring non-interest income, and operating efficiencies. The performance for the first half of 2002 resulted in TrustCo attaining a return on average equity of 26.81% in 2002. Making the announcement was Robert A. McCormick, Chairman, President, and Chief Executive Officer. Net income for the second quarter of 2002 was $12.6 million, or $0.169 diluted earnings per share, compared to $11.7 million, or $0.159 diluted earnings per share for the second quarter of 2001. The second quarter results reflect an increase of 7.7% in net income and 6.3% in diluted earnings per share over the comparable period in 2001. Year to date results reflect significant increases in both net income and diluted earnings per share between 2001 and 2002. For the six months ended June 30, 2002 net income was $24.9 million and diluted earnings per share were $0.335, compared to net income of $23.0 million and diluted earnings per share of $0.312 for the comparable six month period in 2001. The six month results reflect an increase of 8.6% in net income and 7.4% in diluted earnings per share for 2002 compared to the same six month period in 2001. 6 Commenting on the results for 2002 Mr. McCormick noted, "The current quarter and the year to date 2002 results are tremendous, and set the stage for continued growth into the second half of this year. These record results are the product of executing several initiatives at TrustCo to strengthen asset quality, and reduce operating expenses." For the quarter, average earning assets increased from $2.36 billion in 2001 to $2.61 billion in 2002, an increase of 10.4%. Likewise recurring non-interest income increased from $5.4 million in 2001 to $5.8 million in 2002, an increase of 7.7%. Mr. McCormick noted, "We have worked very hard at identifying opportunities to increase our earning assets and recurring non-interest income. I believe our record 2002 results reflect the successes that we have had to date. In addition, our branch expansion program continues to introduce the TrustCo product line to new communities. In the second quarter we opened offices in Bennington, VT, Elmsford (Westchester County), N.Y., Ballston Spa, N.Y. and Scotia, N.Y. Later this year we will open offices in Poughkeepsie and Fishkill in Dutchess County along with an office in Pomona (Rockland County). We are excited at the opportunities available to expand, and we are delighted by the reception we have received in all the new communities that we are serving." Expense controls are a cornerstone of the operating philosophy of TrustCo. For the second quarter of 2002 TrustCo had an operating efficiency ratio of 37.13% and 37.54% for the six months results. This compares to the operating efficiency ratio for 2001's second quarter of 39.95% and the six months results of 39.76%. "A consistent element of our strategy is to expand the value of the TrustCo franchise while at the same time maintaining our operating cost at levels that place us among the most efficient banking operations in the country. For the second quarter, our operating efficiency ratio of 37.13% which places TrustCo as a world class leader in expense controls", noted Mr. McCormick. The single most important ratio for measuring the performance of TrustCo continues to be return on average equity. The second quarter return on average equity was 26.65% for 2002 compared to 26.13% for 2001. The target return on equity for 2002 is 26% and Mr. McCormick noted, "We are well on our way to achieving our 2002 return on equity goals." Asset quality indicators continued to be strong during the quarter with non-performing assets as a percentage of total assets decreasing from 0.44% at June 30, 2001 to 0.25% at June 30, 2002. The allowance for loan losses is $56.0 million at June 30, 2002 and represents 3.68% of loans outstanding. 7 TrustCo Bank Corp NY is a $2.8 billion bank holding company and through its two subsidiary banks, TrustCo Bank, National Association and TrustCo Savings Bank, operates 60 offices in Albany, Columbia, Greene, Montgomery, Rensselaer, Saratoga, Schenectady, Schoharie, Warren, Washington, and Westchester Counties in New York and Bennington County in Vermont. In addition, the bank operates a full service Trust Department that has $1.07 billion 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 Commision 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 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. 8 TRUSTCO BANK CORP NY SCHENECTADY, NY (dollars in thousands, except per share data) Three Months Ended 06/30/2002 03/31/2002 06/30/2001 Summary of operations Net interest income (TE) $25,669 $25,719 $25,257 Provision for loan losses 300 520 1,120 Net securities transactions 1,904 1,868 2,067 Noninterest income 5,831 4,885 5,414 Noninterest expense 13,717 12,393 12,940 Net income 12,571 12,368 11,672 Per common share (1) Net income per share: - Basic 0.174 0.172 0.164 - Diluted 0.169 0.166 0.159 Cash dividends 0.150 0.150 0.130 Tangible Book value at period end 3.00 2.89 2.83 Market price at period end 13.17 12.91 11.61 At period end Full time equivalent employees 468 457 479 Full service banking offices 60 57 57 Performance ratios Return on average assets 1.85 % 1.91 1.90 Return on average equity (2) 26.65 26.99 26.13 Efficiency (3) 37.13 37.95 39.95 Net interest spread (TE) 3.58 3.69 3.77 Net interest margin (TE) 3.94 4.07 4.28 Dividend payout ratio 86.16 87.36 79.38 Capital ratios at period end (4) Total equity to assets 6.92 7.01 7.28 Tier 1 risk adjusted capital 13.57 13.36 13.43 Total risk adjusted capital 14.86 14.65 14.72 Asset quality analysis at period end Nonperforming loans to total loans 0.43 % 0.53 0.62 Nonperforming assets to total assets 0.25 0.31 0.44 Allowance for loan losses to total loans 3.68 3.71 3.76 Coverage ratio (5) 8.6 X 7.0 X 6.1 X (1) All share and per share information is 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 CONSOLIDATED BALANCE SHEETS (dollars in thousands) 06/30/2002 12/31/2001 06/30/2001 ASSETS Loans, net $1,463,872 1,499,483 1,456,281 Securities available for sale 616,680 587,100 604,457 Federal funds sold and other short term investments 538,491 338,452 277,292 ----------------------------------------------------------------- Total earning assets 2,619,043 2,425,035 2,338,030 Cash and due from banks 48,852 60,121 44,370 Bank premises and equipment 19,211 18,312 19,135 Other assets 64,851 75,153 70,266 ----------------------------------------------------------------- Total assets $2,751,957 2,578,621 2,471,801 ================================================================= LIABILITIES Deposits: Demand $198,165 195,390 188,223 Interest-bearing checking 305,687 295,514 276,909 Savings 714,405 649,081 614,371 Money Market 127,157 75,620 62,558 Certificates of deposit > $100 thou 120,522 128,887 131,209 Other time deposits 766,642 748,414 737,425 ----------------------------------------------------------------- Total deposits 2,232,578 2,092,906 2,010,695 Short-term borrowings 237,886 218,219 204,522 Long-term debt 516 624 770 Other liabilities 63,767 61,045 54,780 ----------------------------------------------------------------- Total liabilities 2,534,747 2,372,794 2,270,767 SHAREHOLDERS' EQUITY 217,210 205,827 201,034 ----------------------------------------------------------------- Total liabilities and shareholders' equity $2,751,957 2,578,621 2,471,801 ================================================================= Number of common shares outstanding, in thousands 72,173 71,306 70,962 10 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three Months Ended 06/30/2002 03/31/2002 06/30/2001 Interest income Loans 28,275 $28,720 29,747 Investments 8,399 8,466 9,459 Federal funds sold and other short term investments 2,278 1,877 3,251 ----------------------------------------------------------------- Total interest income 38,952 39,063 42,457 Interest expense Deposits 14,259 14,287 16,858 Borrowings 848 865 1,904 ----------------------------------------------------------------- Total interest expense 15,107 15,152 18,762 ----------------------------------------------------------------- Net interest income 23,845 23,911 23,695 Provision for loan losses 300 520 1,120 ----------------------------------------------------------------- Net interest income after provision for loan losses 23,545 23,391 22,575 Net securities transactions 1,904 1,868 2,067 Noninterest income 5,831 4,885 5,414 Noninterest expense 13,717 12,393 12,940 ----------------------------------------------------------------- Income before income taxes 17,563 17,751 17,116 Income tax expense 4,992 5,383 5,444 ----------------------------------------------------------------- Net income $12,571 $12,368 11,672 ================================================================= Net income per share: - Basic $0.174 $0.172 0.164 - Diluted $0.169 0.166 0.159 Avg equivalent shares outstanding, in thousands: - Basic 72,152 71,779 71,197 - Diluted 74,455 74,288 73,595 ================================================================= 11 CONSOLIDATED AVERAGE BALANCE SHEETS (in thousands) Three Months Ended 06/30/2002 03/31/2002 06/30/2001 Total assets $2,720,741 2,631,144 2,468,867 Shareholders' equity $213,899 209,475 200,537 Total loans $1,526,323 1,536,995 1,501,101 Interest earning assets $2,605,561 2,514,088 2,359,920 Interest-bearing liabilities $2,259,223 2,178,121 2,037,190 ###