- ------------------------------------------------------------------------------ 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 18, 2005 (January 18, 2005) --------------------------------------------------- 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 2.02 Results of Operations and Financial Condition On January 18, 2005, TrustCo Bank Corp NY ("Trustco") issued two press releases with fourth quarter and full year 2004 results for the period ending December 31, 2004. Attached is a copy of each press release labeled as Exhibits 99(a) and 99(b). Item 9.01 Financial Statements and Exhibits (c) Exhibits Reg S-K Exhibit No. Description 99(a) Highlights Press Release dated January 18, 2005, for the period ending December 31, 2004, regarding fourth quarter and full year 2004 results. 99(b) Press Release dated January 18, 2005, for the period ending December 31, 2004, regarding fourth quarter and full year 2004 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 18, 2005 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 18, 2005, for the period ending December 31, 2004, regarding fourth quarter and full year 2004 results. 99(b) Press Release of January 18, 6-13 2005, for the period ending December 31, 2004, regarding fourth quarter and full year 2004 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 Administrative Vice President (518) 381-3693 FOR IMMEDIATE RELEASE: Glenville, New York - January 18, 2005 TrustCo Bank Corp NY (dollars in thousands, except per share data) 2004 2003 ------------------------------------ Three Months Ended December 31: Net Income $ 12,823 12,144 Provision for Loan Losses - 300 Net Securities Transactions 1,318 (259) Weighted Average Equivalent Shares Outstanding: Basic 74,385,000 74,329,000 Diluted 75,172,000 75,384,000 Net Income per Share: Basic $ 0.172 0.163 Diluted 0.171 0.161 ===== ===== Twelve Months Ended December 31: Net Income $ 56,540 53,031 Provision for Loan Losses 450 1,200 Net Securities Transactions 13,712 9,807 Weighted Average Equivalent Shares Outstanding: Basic 74,278,000 74,337,000 Diluted 75,081,000 75,306,000 Net Income per Share: Basic $ 0.761 0.713 Diluted 0.753 0.704 ===== ===== Period End: Total Assets 2,863,834 2,778,119 Total Nonperforming Loans 3,167 3,260 Total Nonperforming Assets 3,167 3,260 Allowance for Loan Losses 49,384 48,739 Allowance as a Percentage of Total Loans 3.98% 4.17% 5 TRUSTCO Exhibit 99(b) Bank Corp NY News Release - ------------------------------------------------------------------------------ 5 Sarnowski Drive, Glenville, New York 12302 (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank NASDAQ -- TRST Contact: Robert M. Leonard Administrative Vice President (518) 381-3693 FOR IMMEDIATE RELEASE: TrustCo Announces Record High 4th Quarter and Full Year 2004 Results Glenville, New York - January 18, 2005 - TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) today announced record results for 2004. Net income for 2004 was $56.5 million, an increase of $3.5 million or 6.6% over net income of $53.0 million for 2003. Diluted earnings per share were $0.753 for 2004, an increase of 7.0% compared to $0.704 diluted earnings per share in 2003. Return on average equity and return on average assets were 26.65% and 2.00% respectively for 2004 and 26.21% and 1.96% respectively for 2003. Net income for the fourth quarter of 2004 was $12.8 million, an increase of 5.6% from the $12.1 million reported in the fourth quarter of 2003. Diluted earnings per share were $0.171 for the quarter, or 6.2% greater than the $0.161 per share reported in the fourth quarter of 2003. Return on average equity and return on average assets were 22.73% and 1.79% respectively for the fourth quarter of 2004. Robert J. McCormick, President and Chief Executive Officer, commented on the strong results, "The results for the fourth quarter and for all of 2004 were on target with our plans for the year, and establish a strong foundation to move forward into 2005." Continuing our previously announced growth initiative, TrustCo opened five offices in 2004. Osprey and Sarasota, our first two branches on the west coast of Florida, Wappingers Falls, our third office in Dutchess County, New York, and Valatie and Slingerlands, both in the Capital Region. "These new offices are doing well, and should provide TrustCo with growth into the future," McCormick said. TrustCo is a $2.9 billion bank holding company and through its subsidiary, Trustco Bank, operates 74 offices in New York, Vermont, and Florida. In addition, the bank operates a full service Trust Department that has $992 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. 6 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 12/31/04 09/30/04 12/31/03 Summary of operations Net interest income (TE) $26,283 26,385 26,869 Provision for loan losses - 150 300 Net securities transactions 1,318 4,620 (259) Noninterest income 4,561 4,370 4,349 Noninterest expense 12,475 11,483 11,639 Net income 12,823 15,213 12,144 Per common share Net income per share: - Basic $0.172 0.205 0.163 - Diluted 0.171 0.203 0.161 Cash dividends 0.150 0.150 0.150 Tangible book value at period end 3.02 3.02 3.06 Market price at period end 13.79 12.82 13.15 At period end Full time equivalent employees 511 479 488 Full service banking offices 74 71 69 Performance ratios Return on average assets 1.79% 2.12 1.78 Return on average equity <F1> 22.73 28.69 25.31 Efficiency <F2> 41.25 36.78 37.57 Net interest spread (TE) 3.59 3.61 3.86 Net interest margin (TE) 3.83 3.83 4.08 Dividend payout ratio 87.30 73.11 91.61 Capital ratios at period end <F3> Total equity to assets 7.74% 7.58 7.45 Tier 1 risk adjusted capital 17.09 16.80 16.54 Total risk adjusted capital 18.37 18.08 17.82 Asset quality analysis at period end Nonperforming loans to total loans 0.26% 0.26 0.28 Nonperforming assets to total assets 0.11 0.11 0.12 Allowance for loan losses to total loans 3.98 4.10 4.17 Coverage ratio <F4> 15.6X 15.7X 15.0X <FN> <F1> Average equity excludes the effect of the market value adjustment for securities available for sale. <F2> Calculated as noninterest expense (excluding ORE income/expense, amortization of intangibles and nonrecurring charges) divided by taxable equivalent net interest income plus noninterest income (excluding net securities transactions). <F3> Capital ratios exclude the effect of the market value adustment for securities available for sale. <F4> Calculated as allowance for loan losses divided by total nonperforming loans. TE = Taxable equivalent. </FN> 8 FINANCIAL HIGHLIGHTS, Continued Twelve Months Ended 12/31/04 12/31/03 Summary of operations Net interest income (TE) $105,024 102,752 Provision for loan losses 450 1,200 Net securities transactions 13,712 9,807 Noninterest income 18,253 19,842 Noninterest expense 48,165 48,486 Net income 56,540 53,031 Per common share Net income per share: - Basic $0.761 0.713 - Diluted 0.753 0.704 Cash dividends 0.600 0.600 Tangible book value at period end 3.02 3.06 Market price at period end 13.79 13.15 Performance ratios Return on average assets 2.00% 1.96 Return on average equity <F1> 26.65 26.21 Efficiency <F2> 38.78 38.33 Net interest spread (TE) 3.63 3.70 Net interest margin (TE) 3.85 3.94 Dividend payout ratio 78.83 83.98 <FN> <F1> Average equity excludes the effect of the market value adjustment for securities available for sale. <F2> Calculated as noninterest expense (excluding ORE income/expense, amortization of intangibles and nonrecurring charges) divided by taxable equivalent net interest income plus noninterest income (excluding net securities transactions). TE = Taxable equivalent. </FN> 9 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (dollars in thousands) 12/31/04 12/31/03 ASSETS Loans, net $1,190,681 1,113,527 Securities available for sale 895,989 1,176,926 Federal funds sold and other short-term investments 642,208 355,257 ---------- --------- Total earning assets 2,728,878 2,645,710 Cash and due from banks 54,222 56,425 Bank premises and equipment 22,479 20,168 Other assets 58,255 55,816 ---------- --------- Total assets $2,863,834 2,778,119 ========== ========= LIABILITIES Deposits: Demand $237,423 197,116 Interest-bearing checking 336,538 334,038 Savings 820,593 780,862 Money market 155,299 159,645 Certificates of deposit (in denominations of $100,000 or more) 178,021 170,423 Other time deposits 799,228 777,726 ---------- --------- Total deposits 2,527,102 2,419,810 Short-term borrowings 77,979 90,608 Long-term debt 114 239 Other liabilities 32,807 40,700 ---------- --------- Total liabilities 2,638,002 2,551,357 SHAREHOLDERS' EQUITY 225,832 226,762 ---------- --------- Total liabilities and shareholders' equity $2,863,834 2,778,119 ========== ========= Number of common shares outstanding, in thousands 74,540 73,946 10 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three Months Ended 12/31/04 09/30/04 12/31/03 Interest income Loans $19,340 18,644 19,414 Investments 13,504 14,509 14,456 Federal funds sold and other short term investments 2,476 1,798 1,074 ------- ------ ------ Total interest income 35,320 34,951 34,944 Interest expense Deposits 9,834 9,541 9,236 Borrowings 340 256 143 ------- ------ ------ Total interest expense 10,174 9,797 9,379 ------- ------ ------ Net interest income 25,146 25,154 25,565 Provision for loan losses - 150 300 ------- ------ ------ Net interest income after provision for loan losses 25,146 25,004 25,265 Net securities transactions 1,318 4,620 (259) Noninterest income 4,561 4,370 4,349 Noninterest expense 12,475 11,483 11,639 ------- ------ ------ Income before income taxes 18,550 22,511 17,716 Income tax expense 5,727 7,298 5,572 ------- ------ ------ Net income $12,823 15,213 12,144 ======= ====== ====== Net income per share: - Basic $0.172 0.205 0.163 - Diluted 0.171 0.203 0.161 Avg equivalent shares outstanding, in thousands: - Basic 74,385 74,244 74,329 - Diluted 75,172 74,980 75,384 ======= ====== ====== 11 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Twelve Months Ended 12/31/04 12/31/03 Interest income Loans $75,194 87,614 Investments 56,917 43,862 Federal funds sold and other short term investments 6,674 5,654 ------- ------- Total interest income 138,785 137,130 Interest expense Deposits 37,776 39,843 Borrowings 980 896 ------- ------- Total interest expense 38,756 40,739 ------- ------- Net interest income 100,029 96,391 Provision for loan losses 450 1,200 ------- ------- Net interest income after provision for loan losses 99,579 95,191 Net securities transactions 13,712 9,807 Noninterest income 18,253 19,842 Noninterest expense 48,165 48,486 ------- ------- Income before income taxes 83,379 76,354 Income tax expense 26,839 23,323 ------- ------- Net income $56,540 53,031 ======= ======= Net income per share: - Basic $0.761 0.713 - Diluted 0.753 0.704 Avg equivalent shares outstanding, in thousands: - Basic 74,278 74,337 - Diluted 75,081 75,306 ======= ======= 12 CONSOLIDATED AVERAGE STATEMENTS OF FINANCIAL CONDITION (in thousands) Three Months Ended 12/31/04 09/30/04 12/31/03 Total assets $2,842,123 2,848,267 2,713,458 Shareholders' equity 232,450 218,343 210,678 Total loans 1,208,423 1,174,943 1,175,893 Securities available for sale 1,030,282 1,093,721 1,039,021 Interest-earning assets 2,745,106 2,756,600 2,635,065 Interest-bearing deposits 2,274,565 2,275,082 2,200,441 Interest-bearing liabilities 2,359,011 2,382,699 2,277,191 Demand deposits 227,780 218,372 196,360 Twelve Months Ended 12/31/04 12/31/03 Total assets $2,828,195 2,710,175 Shareholders' equity 223,719 225,045 Total loans 1,176,856 1,275,023 Securities available for sale 1,057,845 833,905 Interest-earning assets 2,729,280 2,606,292 Interest-bearing deposits 2,261,716 2,151,565 Interest-bearing liabilities 2,362,722 2,259,690 Demand deposits 212,463 189,262 13