- ------------------------------------------------------------------------------ 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 15, 2002 (October 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 12305 (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 October 15, 2002, TrustCo Bank Corp NY ("Trustco") issued two press releases with year to date and third quarter results for the period ending September 30, 2002. 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 15, 2002, for the period ending September 30, 2002, regarding year to date and third quarter results. 99(b) Press Release dated October 15, 2002, for the period ending September 30, 2002, 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 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 of 5 October 15, 2002, for the period ending September 30, 2002, regarding year to date and third quarter results. 99(b) Press Release of October 15, 6-8 2002, for the period ending September 30, 2002, regarding year to date and third quarter results. 4 TRUSTCO Exhibit 99(a) Bank Corp NY News Release - ---------------------------------------------------------------- 192 Erie Boulevard, Schenectady, New York, 12305 (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank, N.A. Trustco Savings Bank Contact: Robert M. Leonard Vice President (518) 381-3693 Glenville, New York - October 15, 2002 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 9/02 9/01 Three Months Ended September 30: Net Income $ 13,291 11,591 Provision for Loan Losses 300 750 Average Equivalent Shares Outstanding: Basic 72,499,000 71,164,000 Diluted 74,325,000 73,659,000 Net Income per Share: Basic $ 0.183 0.163 Diluted 0.179 0.157 Nine Months Ended September 30: Net Income $ 38,230 34,561 Provision for Loan Losses 1,120 3,365 Average Equivalent Shares Outstanding: Basic 72,146,000 71,060,000 Diluted 74,403,000 73,555,000 Net Income per Share: Basic $ 0.530 0.486 Diluted 0.514 0.470 Period End: Total Assets $ 2,675,427 2,508,735 Total Nonperforming Loans 6,304 7,585 Total Nonperforming Assets 6,602 8,611 Allowance for Loan Losses 54,280 56,608 Allowance as a Percentage of Total Loans 3.61% 3.65 5 Exhibit 99(b) TRUSTCO Bank Corp NY News Release - ----------------------------------------------------------------- 192 Erie Boulevard, Schenectady, New York, 12305 (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank, N.A. Trustco Savings 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 15, 2002 TrustCo Bank Corp NY (TrustCo, NASDAQ:TRST) today announced record earnings results for the third quarter and year to date 2002. Net income for the third quarter 2002 was $13.3 million or $0.179 diluted earnings per share, compared to $11.6 million or $0.157 diluted earnings per share for the third quarter of 2001. The third quarter results represent increases of 14.7% and 14.0% in net income and diluted earnings per share, respectively, for 2002 compared to 2001. Net income for the nine months ended September 30, 2002 was $38.2 million or $0.514 diluted earnings per share, compared to $34.6 million or $0.470 diluted earnings per share, for the nine month period ended September 30, 2001. The year to date results reflect increases of 10.6% and 9.4% in net income and diluted earnings per share, respectively, for the nine months of 2002 compared to the similar period of 2001. Making the announcement was Robert A. McCormick, Chairman, President and Chief Executive Officer. Mr. McCormick noted, "TrustCo's superior earnings results for 2002 are generated by the execution of our basic banking plan that delivers superior quality service to our customers at a reasonable cost. I am confident that for 2002 we will achieve our stated objective of a 26% return on equity and we are well situated for increased growth in that area for the future." Return on equity was 27.5% and 27.1% for the third quarter and year to date results for 2002, compared to 25.4% and 25.8% for the comparable period in 2001. For the third quarter of 2002 TrustCo's efficiency ratio was 36.3% compared to 39.0% for the third quarter of 2001. The efficiency ratio for the nine months of 2002 was 37.1% compared to 39.5% for 2001. As McCormick noted, "TrustCo's profitability and efficiency ratios rank among the banking industry best. Cost containment is part of the philosophical fiber of this company." 6 Asset quality indicators continue to be strong during the quarter, with non-performing loans as a percentage of total loans at September 30, 2002 of 0.42%. The allowance for loan losses was $54.3 million at September 30, 2002 and represents 3.61% of loans outstanding. TrustCo continued its longstanding philosophy of aggressive loan charge offs during the quarter. Third quarter net loan charge offs were 0.13% of loans. By adhering to this strategy TrustCo continues to improve the overall quality of its loan portfolio. Taxable equivalent net interest income was $25.8 million for the third quarter 2002 compared to $25.4 million for the comparable period in 2001. For the nine month period 2002 and 2001, taxable equivalent net interest income was $77.2 million and $75.8 million respectively. Mr. McCormick noted "Market interest rates have continued to decline in response to global financial distress. This has caused a reduction in the yields that we obtain on our loan and securities portfolios. This trend also has resulted in an overall reduction in our net interest margin by 34 basis points to 3.93% for the third quarter 2002 compared to the third quarter 2001. In response, we have offset the reduction in the yields by increasing the average balance of our earnings assets by $246.8 million for the third quarter 2002 compared to 2001. The net effect is that we are earning less yield but we are earning it on a larger basis of assets. This has resulted in our taxable equivalent net interest income for the third quarters of 2002 and 2001 being virtually the same." TrustCo Bank Corp NY is a $2.7 billion dollar bank holding company and through its two subsidiary banks, Trustco Bank, National Association and Trustco Savings Bank, operates 63 offices in Albany, Columbia, Dutchess, Greene, Montgomery, Rennselaer, Rockland, 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 $927 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 SCHENECTADY, NY (dollars in thousands, except per share data) Three Months Ended 09/30/2002 06/30/2002 09/30/2001 Summary of operations Net interest income (TE) $25,817 $25,669 $25,422 Provision for loan losses 300 300 750 Net securities transactions 2,399 1,904 696 Noninterest income 4,465 5,831 5,312 Noninterest expense 11,422 13,717 12,363 Net income 13,291 12,571 11,591 Per common share Net income per share: - Basic 0.183 0.174 0.163 - Diluted 0.179 0.169 0.157 Cash dividends 0.150 0.150 0.130 Tangible Book value at period end 3.08 3.00 2.87 Market price at period end 10.58 13.17 11.95 At period end Full time equivalent employees 469 468 479 Full service banking offices 63 60 57 Performance ratios Return on average assets 1.92 % 1.85 1.83 Return on average equity (1) 27.50 26.65 25.44 Efficiency (2) 36.26 37.13 39.03 Net interest spread (TE) 3.61 3.58 3.81 Net interest margin (TE) 3.93 3.94 4.27 Dividend payout ratio 81.64 86.16 80.16 Capital ratios at period end (3) Total equity to assets 7.54 6.92 7.28 Tier 1 risk adjusted capital 14.43 13.57 13.45 Total risk adjusted capital 15.71 14.86 14.74 Asset quality analysis at period end Nonperforming loans to total loans 0.42 % 0.43 0.49 Nonperforming assets to total assets 0.25 0.25 0.34 Allowance for loan losses to total loans 3.61 3.68 3.65 Coverage ratio (4) 8.6 X 8.6 X 7.5 (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 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 09/30/2002 09/30/2001 Summary of operations Net interest income (TE) $77,205 $75,839 Provision for loan losses 1,120 3,365 Net securities transactions 6,171 3,905 Noninterest income 15,181 15,910 Noninterest expense 37,532 37,564 Net income 38,230 34,561 Per common share Net income per share: - Basic 0.530 0.486 - Diluted 0.514 0.470 Cash dividends 0.450 0.391 Tangible Book value at period end 3.08 2.87 Market price at period end 10.58 11.95 Performance ratios Return on average assets 1.89 % 1.87 Return on average equity (1) 27.05 25.82 Efficiency (2) 37.12 39.51 Net interest spread (TE) 3.61 3.77 Net interest margin (TE) 3.97 4.27 Dividend payout ratio 84.97 80.41 ..CONSOLIDATED BALANCE SHEETS (dollars in thousands) 09/30/2002 12/31/2001 09/30/2001 ASSETS Loans, net $1,448,408 1,499,483 1,494,057 Securities available for sale 652,660 587,100 581,293 Federal funds sold and other short term investments 441,446 338,452 300,792 ----------------------------------------------------------------- Total earning assets 2,542,514 2,425,035 2,376,142 Cash and due from banks 65,172 60,121 52,818 Bank premises and equipment 19,606 18,312 18,762 Other assets 48,135 75,153 61,013 ----------------------------------------------------------------- Total assets $2,675,427 2,578,621 2,508,735 ================================================================= LIABILITIES Deposits: Demand $212,795 195,390 194,067 Interest-bearing checking 318,383 295,514 292,820 Savings 719,243 649,081 634,995 Money Market 129,425 75,620 67,512 Certificates of deposit > $100 thou 118,980 128,887 131,720 Other time deposits 770,697 748,414 749,948 ----------------------------------------------------------------- Total deposits 2,269,523 2,092,906 2,071,062 Short-term borrowings 120,465 218,219 174,798 Long-term debt 472 624 697 Other liabilities 56,219 61,045 57,235 ----------------------------------------------------------------- Total liabilities 2,446,679 2,372,794 2,303,792 SHAREHOLDERS' EQUITY 228,748 205,827 204,943 ----------------------------------------------------------------- Total liabilities and shareholders' equity $2,675,427 2,578,621 2,508,735 ================================================================= Number of common shares outstanding, in thousands 74,032 71,306 71,195 9 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three Months Ended 09/30/2002 06/30/2002 09/30/2001 Interest income Loans 28,031 28,275 29,963 Investments 8,068 8,399 9,181 Federal funds sold and other short term investments 2,408 2,278 2,510 --------------------------------------------------------- Total interest income 38,507 38,952 41,654 Interest expense Deposits 13,793 14,259 16,572 Borrowings 740 848 1,476 ---------------------------------------------------------- Total interest expense 14,533 15,107 18,048 ---------------------------------------------------------- Net interest income 23,974 23,845 23,606 Provision for loan losses 300 300 750 ---------------------------------------------------------- Net interest income after provision for loan losses 23,674 23,545 22,856 Net securities transactions 2,399 1,904 696 Noninterest income 4,465 5,831 5,312 Noninterest expense 11,422 13,717 12,363 ----------------------------------------------------------- Income before income taxes 19,116 17,563 16,501 Income tax expense 5,825 4,992 4,910 ----------------------------------------------------------- Net income $13,291 $12,571 11,591 =========================================================== Net income per share: - Basic $0.183 $0.174 0.163 - Diluted $0.179 $0.169 0.157 Avg equivalent shares outstanding, in thousands: - Basic 72,499 72,152 71,164 - Diluted 74,325 74,455 73,659 =========================================================== 10 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Nine Months Ended 09/30/02 09/30/01 Interest income Loans $85,026 89,752 Investments 24,933 28,654 Federal funds sold and other short term investments 6,563 9,534 ---------------------------------------- Total interest income 116,522 127,940 Interest expense Deposits 42,339 50,974 Borrowings 2,453 5,765 ---------------------------------------- Total interest expense 44,792 56,739 ---------------------------------------- Net interest income 71,730 71,201 Provision for loan losses 1,120 3,365 ---------------------------------------- Net interest income after provision for loan losses 70,610 67,836 Net securities transactions 6,171 3,905 Noninterest income 15,181 15,910 Noninterest expense 37,532 37,564 ---------------------------------------- Income before income taxes 54,430 50,087 Income tax expense 16,200 15,526 ---------------------------------------- Net income $38,230 34,561 ======================================== Net income per share: - Basic $0.530 0.486 - Diluted $0.514 0.470 Avg equivalent shares outstanding, in thousands: - Basic 72,146 71,060 - Diluted 74,403 73,555 ======================================== CONSOLIDATED AVERAGE BALANCE SHEETS (in thousands) Three Months Ended 09/30/2002 06/30/2002 09/30/2001 Total assets $2,748,406 $2,720,741 2,508,747 Shareholders' equity $220,687 $213,899 205,455 Total loans $1,519,558 $1,526,323 1,532,377 Interest earning assets $2,636,263 $2,605,561 2,389,473 Interest-bearing liabilities $2,278,769 $2,259,223 2,072,349 Nine Months Ended 09/30/2002 09/30/2001 Total assets $2,700,526 2,473,293 Shareholders' equity $214,728 201,447 Total loans $1,527,560 1,506,161 Interest earning assets $2,585,750 2,361,629 Interest-bearing liabilities $2,239,073 2,042,865 ###