Exhibit 99.1 FIRST NIAGARA FINANCIAL GROUP, INC. REPORTS RECORD NET INCOME FOR THE 2004 1st QUARTER Lockport, N.Y. - April 20, 2004 - First Niagara Financial Group, Inc. (NASDAQ: FNFG), today announced that net income for the quarter ended March 31, 2004 increased to $11.9 million, or $0.15 per diluted share from $7.6 million, or $0.11 per diluted share for the same period of 2003. This represents a 56% increase in net income and a 36% increase in diluted earnings per share over the prior year first quarter. On a linked quarter basis, net income increased 18% from $10.1 million while diluted earnings per share was consistent at $0.15 per share. First quarter 2004 results include the operations of the former Troy Financial Corporation, Inc. That acquisition closed effective January 16, 2004, and included the issuance of 13.3 million shares of First Niagara stock and cash payments totaling $155 million. Troy added approximately $760 million of loans, of which 64% were commercial mortgage and business loans, and approximately $924 million of deposits, 75% of which were core deposits. The Company incurred approximately $1.3 million of pre-tax merger and integration related expenses during the quarter, which reduced diluted earnings by $0.01 per share. Merger and integration expenses related to the Troy acquisition were lower than originally projected and will be minimal for the remainder of 2004. "I am pleased to report that through the efforts of many dedicated employees, the integration of Troy Financial is going very smoothly and is now substantially complete," stated President and CEO, Paul J. Kolkmeyer. "First quarter results reflect the addition of Troy's loan portfolio, which had excellent credit quality, and a balance sheet mix which furthered our strategic initiatives of increasing commercial loans and core deposits. I am also pleased that we have not only maintained, but slightly grew the level of deposits acquired from Troy, which reflects our experience as an effective acquirer and a strong commitment to customer service. With the recently announced acquisition of Hudson River Bancorp, we feel that there are even more opportunities to leverage the Troy acquisition, which gave us a presence in an attractive and higher growth market in Upstate New York. Once the Hudson River acquisition is completed, we will have the second largest market share in the 10 county Capital Region." Net interest income increased 30% to $36.6 million for the first quarter of 2004 from $28.3 million for the fourth quarter of 2003. This improvement primarily reflects the shift in funding mix from higher rate certificates of deposit to lower cost core deposits, as well as the further deployment of short-term assets to higher yielding investment securities. This change in balance sheet mix caused our net interest rate spread to increase 19 basis points during the first quarter and our net interest margin to improve to 3.56%. Excluding the loans acquired from Troy, the net increase in loans was $17.5 million during the quarter. This increase was attributable to a $39.6 million, or 17% annualized, increase in commercial real-estate and business loans, partially mitigated by the continuing repayment of residential real-estate loans held in portfolio. A $1.8 million provision for credit losses was made in the 2004 first quarter as credit quality remained stable and loan loss experience continued at low levels. The non-performing loans as a percentage of total loans ratio of 0.53% was consistent with the fourth quarter of 2003 level of 0.54%. Excluding the accounts acquired from Troy, deposits increased slightly from the December 31, 2003 levels as core deposit growth offset the maturities of higher rate certificates of deposit. Mr. Kolkmeyer further stated, "We are pleased with the continuing improvement in our balance sheet mix and net interest margin. Given the current interest rate environment and the impact of competitive market pricing on commercial real-estate and business loans, we expect that our net interest margin will remain at the current level throughout 2004." For the first quarter of 2004, the Company had $11.9 million of noninterest income, compared to $11.2 million for the fourth quarter of 2003. The 2004 quarter benefited from approximately $1.3 million of revenue contributed by Troy, as well as the receipt of $300 thousand of 2003 contingent profit sharing insurance commissions, which is typically received during the first two quarters of the year. These increases were partially offset by lower banking service charges and fee income, due to the seasonality of that revenue, and lower gains from the sale of residential mortgage loans. The Company expects that noninterest income will continue to improve from these levels as the First Niagara business model is fully implemented throughout its branch network. Noninterest expense for the three months ended March 31, 2004 was $28.6 million versus $22.7 million for the three months ended December 31, 2003. This increase is partially attributable to the $1.3 million of Troy merger and integration related expenses incurred during the first quarter of 2004, which included marketing in the Capital region and other expenses associated with the acquisition. The remainder of this increase can primarily be attributed to the operating costs associated with the 21 banking centers, increased personnel and core deposit intangibles acquired from Troy. Outlook - "Based upon the results of the first quarter, as well as the current interest rate environment, we are comfortable with the average analyst consensus estimate of $0.63 per diluted share for 2004," stated Mr. Kolkmeyer. "This would represent a 19% increase over 2003 and is above our long-term average annual growth rate target of 15%." Profile - First Niagara Financial Group, Inc., through its wholly owned subsidiary First Niagara Bank, has assets of $4.98 billion and deposits of $3.30 billion. First Niagara Bank is a full-service, community-oriented bank that provides financial services to individuals, families and businesses through 68 banking centers, a loan production office, several financial services subsidiaries, and 92 ATMs across New York State. On April 2, 2004 the Company announced its intentions to acquire Hudson River Bancorp, Inc, a $2.6 billion asset bank headquartered in Hudson, New York. Conference Call - A conference call will be held at 10:00 a.m. Eastern Time on Tuesday April 20, 2004 to discuss these first quarter results, as well as the Company's strategy and future outlook. Those wishing to participate may dial 1-877-709-8150. A replay of the call will be available until April 26, 2004 by dialing 1-877-660-6853, account number 6340, conference number 100338. Forward-Looking Statements - This press release contains forward-looking statements with respect to the financial condition and results of operations of First Niagara Financial Group, Inc. including, without limitations, statements relating to the earnings outlook of the Company. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements, include among others, the following possibilities: (1) changes in the interest rate environment; (2) competitive pressure among financial services companies; (3) general economic conditions including an increase in non-performing loans that could result from an economic downturn; (4) changes in legislation or regulatory requirements; (5) difficulties in continuing to improve operating efficiencies; (6) difficulties in the integration of acquired businesses; and (7) increased risk associated with an increase in commercial real-estate and business loans and non-performing loans. Officer Contacts Paul J. Kolkmeyer......... President and CEO John R. Koelmel........... Chief Financial Officer Christopher J. Thome...... Reporting and Investor Relations Manager (716) 625-7645 chris.thome@fnfg.com Leslie G. Garrity......... Public Relations and Corporate Communications Manager (716) 625-7528 leslie.garrity@fnfg.com First Niagara Financial Group, Inc. Summary of Quarterly Financial Data 2004 2003 ---------- --------------------------------------------------------- March 31, December 31, September 30, June 30, March 31, ---------- ------------ ------------- ---------- ---------- - ----------------------------------------------------------------------------------------------------------------------------------- SELECTED FINANCIAL DATA (Amounts in thousands) - ----------------------------------------------------------------------------------------------------------------------------------- Total assets $4,979,890 3,589,507 3,533,430 3,561,646 3,603,432 Total interest-earning assets $4,335,885 3,261,953 3,195,743 3,250,449 3,292,424 Fed funds and other short-term investments $ 32,373 124,255 134,482 159,675 392,956 Securities, at amortized cost $1,232,352 846,450 753,193 806,552 666,750 Loans: Real estate: Residential $1,154,084 948,877 965,486 987,426 997,078 Home equity $ 221,486 179,282 176,269 168,725 167,267 Commercial and multi-family $ 970,516 653,976 631,041 589,122 549,724 Commercial construction $ 107,323 86,154 102,625 111,492 111,736 ---------- ---------- ---------- ---------- ---------- Total real estate loans $2,453,409 1,868,289 1,875,421 1,856,765 1,825,805 ---------- ---------- ---------- ---------- ---------- Commercial business $ 402,261 215,000 225,561 221,316 208,137 Consumer $ 207,834 202,630 201,092 197,364 188,552 Net deferred costs and discounts $ 10,394 8,704 8,688 9,082 8,688 ---------- ---------- ---------- ---------- ---------- Total loans $3,073,898 2,294,623 2,310,762 2,284,527 2,231,182 Allowance for credit losses $ 40,766 25,420 25,219 24,781 23,913 ---------- ---------- ---------- ---------- ---------- Loans, net $3,033,132 2,269,203 2,285,543 2,259,746 2,207,269 Goodwill and other intangibles $ 348,980 114,698 115,084 107,803 107,048 Total interest-bearing liabilities $3,711,906 2,642,798 2,586,081 2,624,447 2,697,244 Deposits: Interest-bearing: Savings $1,049,151 654,320 646,284 666,003 688,597 Interest-bearing checking $ 869,556 538,967 540,999 540,274 511,941 Certificates of deposit $1,131,373 991,545 973,070 982,903 1,054,996 Noninterest-bearing $ 248,970 170,384 158,915 166,059 143,263 ---------- ---------- ---------- ---------- ---------- Total deposits $3,299,050 2,355,216 2,319,268 2,355,239 2,398,797 Short-term borrowings $ 154,383 87,148 85,020 67,564 63,980 Long-term borrowings $ 507,443 370,818 340,708 367,703 377,730 Stockholders' equity $ 938,023 728,174 723,047 718,390 711,646 Tangible equity (1) $ 589,043 613,476 607,963 610,587 604,598 Fair value adjustment included in stockholders' equity $ 4,011 (341) 1,397 3,558 3,333 Common shares outstanding 79,712 66,326 66,370 66,228 66,071 Total loans serviced for others $ 347,291 246,078 250,082 271,401 289,341 - ----------------------------------------------------------------------------------------------------------------------------------- CAPITAL - ----------------------------------------------------------------------------------------------------------------------------------- Tier 1 risk based capital 17.33% 17.94% 18.59% 18.70% 18.64% Total risk based capital 18.58% 19.04% 19.70% 19.80% 19.70% Tier 1 (core) capital 11.74% 11.92% 12.48% 12.40% 12.21% Tangible capital 11.39% 11.87% 12.42% 12.34% 12.15% Equity to assets 18.84% 20.29% 20.46% 20.17% 19.75% Book value per share $ 11.77 10.98 10.89 10.85 10.77 Tangible book value per share (1) $ 7.39 9.25 9.16 9.22 9.15 - ----------------------------------------------------------------------------------------------------------------------------------- ASSET QUALITY DATA (Amounts in thousands) - ----------------------------------------------------------------------------------------------------------------------------------- Non-performing loans: Residential $ 4,410 3,905 3,605 3,395 3,723 Home equity $ 440 401 310 467 474 Commercial real-estate and multi-family $ 7,057 3,878 2,889 1,614 1,537 Consumer $ 594 538 679 1,040 630 Commercial business $ 3,771 3,583 4,204 3,537 3,572 ---------- ---------- ---------- ---------- ---------- Total non-performing loans $ 16,272 12,305 11,687 10,053 9,936 Other non-performing assets $ 563 543 1,196 1,375 1,646 ---------- ---------- ---------- ---------- ---------- Total non-performing assets $ 16,835 12,848 12,883 11,428 11,582 Provision for credit losses $ 1,750 2,007 1,757 2,208 1,957 Net loan charge-offs $ 1,054 1,806 1,319 1,340 918 Net charge-offs to average loans (annualized) 0.14% 0.31% 0.23% 0.24% 0.17% Provision for credit losses as a percentage of net loan charge-offs 166.03% 111.13% 133.21% 164.78% 213.18% Total non-performing loans to total loans 0.53% 0.54% 0.51% 0.44% 0.45% Total non-performing assets as a percentage of total assets 0.34% 0.36% 0.36% 0.32% 0.32% Allowance for credit losses to total loans 1.33% 1.11% 1.09% 1.08% 1.07% Allowance for credit losses to non-performing loans 250.53% 206.58% 215.79% 246.50% 240.67% Personnel FTE 1,177 944 915 891 897 Number of banking centers 68 47 46 46 45 First Niagara Financial Group, Inc. Summary of Quarterly Financial Data (Cont'd) 2004 2003 ------- ------------------------------------------------------------ First Year Ended Fourth Third Second First Quarter December 31, Quarter Quarter Quarter Quarter ------- ------------ ------- ------- ------- ------- - ---------------------------------------------------------------------------------------------------------------------------------- SELECTED OPERATIONS DATA (Amounts in thousands) - ---------------------------------------------------------------------------------------------------------------------------------- Interest income $53,056 169,959 42,450 41,984 42,602 42,923 Interest expense $16,453 62,544 14,197 14,836 15,976 17,535 ------- ------- ------- ------- ------- ------- Net interest income $36,603 107,415 28,253 27,148 26,626 25,388 Provision for credit losses $ 1,750 7,929 2,007 1,757 2,208 1,957 ------- ------- ------- ------- ------- ------- Net interest income after provision for credit losses $34,853 99,486 26,246 25,391 24,418 23,431 Noninterest income: Banking services $ 4,210 16,445 4,110 4,289 4,246 3,800 Risk management services $ 4,448 14,765 4,007 3,818 3,631 3,309 Wealth management services $ 1,074 3,525 726 775 1,052 972 Lending and leasing $ 923 3,617 906 853 959 899 Bank-owned life insurance $ 867 3,502 809 1,141 799 753 Net realized gains (losses) on securities available for sale $ 60 9 51 (24) (2) (16) Other $ 269 1,516 544 523 119 330 ------- ------- ------- ------- ------- ------- Total noninterest income $11,851 43,379 11,153 11,375 10,804 10,047 Noninterest expense: Salaries and benefits $15,883 50,377 12,743 13,037 12,025 12,572 Occupancy and equipment $ 3,356 9,315 2,331 2,284 2,259 2,441 Technology and communications $ 2,566 9,647 2,397 2,553 2,337 2,360 Marketing and advertising $ 956 3,205 541 810 786 1,068 Amortization of intangibles $ 1,041 1,384 378 398 290 318 Other $ 4,777 14,349 4,348 3,338 3,375 3,288 ------- ------- ------- ------- ------- ------- Total noninterest expense $28,579 88,277 22,738 22,420 21,072 22,047 Income from continuing operations before income taxes $18,125 54,588 14,661 14,346 14,150 11,431 Income taxes from continuing operations $ 6,210 18,646 4,551 5,042 5,073 3,980 ------- ------- ------- ------- ------- ------- Income from continuing operations $11,915 35,942 10,110 9,304 9,077 7,451 Income (loss) from discontinued operations, net of tax (2) $ -- 164 (22) -- 23 163 ------- ------- ------- ------- ------- ------- Net income $11,915 36,106 10,088 9,304 9,100 7,614 ------- ------- ------- ------- ------- ------- - ---------------------------------------------------------------------------------------------------------------------------------- STOCK AND RELATED PER SHARE DATA - ---------------------------------------------------------------------------------------------------------------------------------- Net income per share: Basic $ 0.15 0.55 0.15 0.14 0.14 0.12 Diluted $ 0.15 0.53 0.15 0.14 0.13 0.11 Cash dividends $ 0.07 0.22 0.06 0.06 0.05 0.05 Dividend payout ratio 46.67% 40.00% 40.00% 42.86% 35.71% 41.67% Dividend yield (annualized) 2.06% 1.47% 1.59% 1.58% 1.44% 1.73% Market price (NASDAQ: FNFG): High $ 15.78 16.55 15.64 16.55 14.20 11.92 Low $ 13.32 10.11 13.85 13.70 11.40 10.11 Close $ 13.64 14.97 14.97 15.09 13.92 11.75 - ---------------------------------------------------------------------------------------------------------------------------------- SELECTED RATIOS (Annualized) - ---------------------------------------------------------------------------------------------------------------------------------- Net income: Return on average assets 1.02% 1.02% 1.13% 1.04% 1.02% 0.89% Return on average equity 5.29% 5.19% 5.50% 5.13% 5.09% 5.00% Return on average tangible equity (1) 7.91% 6.15% 6.53% 6.08% 5.99% 5.98% As a percentage of average assets: Noninterest income 1.01% 1.23% 1.25% 1.27% 1.21% 1.18% Noninterest expense 2.44% 2.50% 2.54% 2.51% 2.36% 2.58% ------- ------- ------- ------- ------- ------- Net overhead 1.43% 1.27% 1.29% 1.24% 1.15% 1.40% Efficiency ratio 58.98% 58.54% 57.70% 58.20% 56.30% 62.22% First Niagara Financial Group, Inc. Summary of Quarterly Financial Data (Cont'd) 2004 2003 ---------- ---------------------------------------------------------------------- First Year Ended Fourth Third Second First Quarter December 31, Quarter Quarter Quarter Quarter ---------- ---------- ---------- ---------- ---------- ---------- - ----------------------------------------------------------------------------------------------------------------------------------- SELECTED AVERAGE BALANCES (Amounts in thousands) - ----------------------------------------------------------------------------------------------------------------------------------- Total assets $4,701,761 3,531,697 3,545,301 3,540,403 3,579,903 3,460,151 Total interest-earning assets $4,117,336 3,226,208 3,228,756 3,230,971 3,280,842 3,163,493 Fed funds and other short-term investments $ 59,130 220,330 137,175 167,878 282,842 295,743 Securities, at amortized cost $1,119,987 737,703 774,734 759,271 734,489 681,051 Loans (3) $2,927,675 2,255,703 2,308,146 2,294,650 2,250,864 2,167,176 Goodwill and other intangibles $ 299,300 109,207 114,876 112,446 107,631 101,695 Interest-bearing liabilities: Savings accounts $ 929,639 670,785 646,954 654,076 676,024 706,930 Interest-bearing checking $ 816,016 525,346 537,431 550,020 527,440 485,655 Certificates of deposit $1,147,295 998,428 992,314 966,017 1,021,369 1,014,610 Other borrowed funds $ 610,134 431,299 426,005 425,166 436,178 438,047 ---------- ---------- ---------- ---------- ---------- ---------- Total interest-bearing liabilities $3,503,084 2,625,858 2,602,704 2,595,279 2,661,011 2,645,242 Interest-bearing deposits $2,892,950 2,194,559 2,176,699 2,170,113 2,224,833 2,207,195 Noninterest-bearing deposits $ 234,016 155,546 163,960 167,862 149,727 140,237 ---------- ---------- ---------- ---------- ---------- ---------- Total deposits $3,126,966 2,350,105 2,340,659 2,337,975 2,374,560 2,347,432 Stockholders' equity $ 905,161 695,914 727,413 719,606 716,980 618,195 Tangible equity (1) $ 605,861 586,707 612,537 607,160 609,349 516,500 Common shares outstanding: Basic 77,407 66,111 66,289 66,276 66,126 65,758 Diluted 78,917 67,754 67,941 68,002 67,722 67,268 - ----------------------------------------------------------------------------------------------------------------------------------- SELECTED AVERAGE YIELDS/RATES - ----------------------------------------------------------------------------------------------------------------------------------- Investment securities 2.78% 2.35% 2.76% 2.12% 1.82% 2.72% Loans 6.20% 6.64% 6.37% 6.50% 6.80% 6.90% Total interest-earning assets 5.16% 5.27% 5.24% 5.18% 5.20% 5.46% Savings accounts 0.88% 1.01% 0.75% 0.84% 0.96% 1.50% Interest-bearing checking 0.86% 0.91% 0.83% 0.85% 0.85% 1.12% Certificates of deposit 2.29% 2.93% 2.61% 2.83% 3.03% 3.24% Other borrowed funds 4.07% 5.04% 4.95% 5.03% 5.07% 5.11% Total interest-bearing liabilities 1.89% 2.38% 2.16% 2.27% 2.41% 2.69% Net interest rate spread 3.27% 2.89% 3.08% 2.91% 2.79% 2.77% Net interest margin 3.56% 3.33% 3.50% 3.36% 3.25% 3.21% - ---------- (1) Excludes goodwill and other intangible assets. (2) Effective February 19, 2003, First Niagara Bank sold NOVA Healthcare Administrators, Inc., its wholly- owned third-party benefit plan administrator subsidiary. For the periods presented, the Company has reported the results of operations from NOVA as "Discontinued Operations." First quarter 2003 amounts include the net gain realized on the sale of $208,000. (3) Net of deferred costs and unearned discounts.