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 17, 2003 (July 15, 2003) 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 -------------- This Amendment No. 1 to the Current Report on Form 8-K of TrustCo Bank Corp NY (the "Company") is being filed to include year-to-date data regarding Financial Highlights and Consolidated Statements of Income contained in the Company's press release dated July 15, 2003, filed as Exhibit 99(b) to such Report. 1 TrustCo Bank Corp NY Item 5. Other Events Two press releases were issued on July 15, 2003, discussing second quarter results for 2003. 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 15, 2003, with second quarter 2003 results. 99(b) Press release dated July 15, 2003, with second quarter 2003 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 17, 2003 TrustCo Bank Corp NY (Registrant) By:/s/ Robert T. Cushing ---------------------------- Robert T. Cushing President and Chief Executive 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 15, 2003, with second quarter 2003 results. 5 99(b) Press release dated July 15, 2003, with second quarter 2003 results. 6-8 4 Robert M. Leonard Vice President (518) 381-3693 Glenville, New York -- July 15, 2003 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 6/03 6/02 Three Months Ended June 30: Net Income $ 13,411 12,571 Provision for Loan Losses 300 300 Average Equivalent Shares Outstanding: Basic 74,369,000 72,152,000 Diluted 75,237,000 74,455,000 Net Income per Share: Basic $ 0.180 0.174 Diluted 0.178 0.169 Six Months Ended June 30: Net Income $ 26,603 24,939 Provision for Loan Losses 600 820 Average Equivalent Shares Outstanding: Basic 74,309,000 71,967,000 Diluted 75,210,000 74,371,000 Net Income per Share: Basic $ 0.358 0.347 Diluted 0.354 0.335 Period End: Total Assets $ 2,683,165 2,751,957 Total Nonperforming Loans 3,936 6,530 Total Nonperforming Assets 3,936 6,798 Allowance for Loan Losses 49,528 55,968 Allowance as a Percentage of Total Loans 3.88% 3.68% 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 2003 Results Glenville, New York - July 15, 2003 TrustCo Bank Corp NY (TrustCo, NASDAQ: TRST) announced that it achieved record quarterly results for the second quarter of 2003 and for the first six months of the year. The 2003 results reflect strong performance with respect to earning assets, recurring non-interest income, and operating efficiencies. The performance for the first half of 2003 resulted in TrustCo attaining a return on average equity of 26.15%. Making the announcement was Robert T. Cushing, and Robert J. McCormick, President and Chief Executive Officers of TrustCo Bank Corp NY and Trustco Bank, respectively. Net income for the second quarter of 2003 was $13.4 million, or $0.178 diluted earnings per share, compared to $12.6 million, or $0.169 diluted earnings per share, for the second quarter of 2002. The second quarter results reflect an increase of 6.7% in net income and 5.3% in diluted earnings per share over the comparable period in 2002. Year to date results reflect significant increases in both net income and diluted earnings per share between 2002 and 2003. For the six months ended June 30, 2003 net income was $26.6 million and diluted earnings per share were $0.354, compared to net income of $24.9 million and diluted earnings per share of $0.335 for the comparable six month period in 2002. The six-month results reflect an increase of 6.7% in net income and 5.7% in diluted earnings per share for 2003 compared to the same six-month period in 2002. Commenting on the results for 2003, they noted, "The current quarter and the year to date 2003 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." Further, Mr. Cushing and Mr. McCormick noted, "Our branch expansion program continues to introduce the TrustCo product line to new communities. Lake Mary Blvd., our 2nd office in the Orlando, Florida area opened in June. This is our 64th branch overall. Our intention is to open five additional sites, in New York and Florida, in the second half of 2003. 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." 6 Expense controls are one of the cornerstones of the operating philosophy of TrustCo. For the second quarter of 2003, TrustCo had an operating efficiency ratio of 37.57% and 38.05% for the six months results. This compares to the operating efficiency ratio for 2002's second quarter of 37.13% and the six months results of 37.54%. "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 37.57% places TrustCo as a world class leader in expense controls", they noted. 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 26.25% for 2003 compared to 26.65% for 2002. Asset quality indicators continued to be strong during the quarter with non-performing assets as a percentage of total assets decreasing from 0.25% at June 30, 2002 to 0.15% at June 30, 2003. The allowance for loan losses is $49.5 million at June 30, 2003 and represents 3.88% of loans outstanding. TrustCo Bank Corp NY is a $2.7 billion bank holding company and through its subsidiary, Trustco Bank, operates 64 offices in Albany, Columbia, Dutchess, Greene, Montgomery, Rensselaer, Rockland, Saratoga, Schenectady, Schoharie, Warren, Washington, and Westchester Counties in New York, Bennington County in Vermont, and Seminole County in Florida. In addition, the bank operates a full service Trust Department that has $916 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 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 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 06/30/2003 03/31/2003 06/30/2002 Summary of operations Net interest income (TE) $26,140 $25,630 $25,669 Provision for loan losses 300 300 300 Net securities transactions 2,234 3,096 1,904 Noninterest income 5,274 4,754 5,831 Noninterest expense 12,579 12,669 13,717 Net income 13,411 13,192 12,571 Per common share Net income per share: - Basic 0.180 0.178 0.174 - Diluted 0.178 0.175 0.169 Cash dividends 0.150 0.150 0.150 Tangible Book value at period end 3.16 3.12 3.00 Market price at period end 11.06 9.63 13.17 At period end Full time equivalent employees 492 472 468 Full service banking offices 64 63 60 Performance ratios Return on average assets 1.98 % 1.99 1.85 Return on average equity (1) 26.25 26.18 26.65 Efficiency (2) 37.57 38.55 37.13 Net interest spread (TE) 3.74 3.69 3.58 Net interest margin (TE) 4.00 3.96 3.94 Dividend payout ratio 83.01 84.14 86.16 Capital ratios at period end (3) Total equity to assets 7.76 7.75 6.92 Tier 1 risk adjusted capital 16.33 15.63 13.57 Total risk adjusted capital 17.62 16.91 14.86 Asset quality analysis at period end Nonperforming loans to total loans 0.31 % 0.41 0.43 Nonperforming assets to total assets 0.15 0.21 0.25 Allowance for loan losses to total loans 3.88 3.79 3.68 Coverage ratio (4) 12.6 X 9.3 X 8.6 X (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, amortization of intangibles and any unique 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 Six Months Ended 06/30/2003 06/30/2002 Summary of operations Net interest income (TE) $51,770 $51,388 Provision for loan losses 600 820 Net securities transactions 5,330 3,772 Noninterest income 10,028 10,716 Noninterest expense 25,248 26,110 Net income 26,603 24,939 Per common share (1) Net income per share: - Basic 0.358 0.347 - Diluted 0.354 0.335 Cash dividends 0.300 0.300 Tangible Book value at period end 3.16 3.00 Market price at period end 11.06 13.17 Performance ratios Return on average assets 1.98 % 1.88 Return on average equity (2) 26.15 26.81 Efficiency (3) 38.05 37.54 Net interest spread (TE) 3.73 3.64 Net interest margin (TE) 3.98 4.00 Dividend payout ratio 83.57 86.76 9 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (dollars in thousands) 06/30/2003 12/31/2002 06/30/2002 ASSETS Loans, net $1,226,805 1,369,743 $1,463,872 Securities available for sale 964,160 653,163 616,680 Federal funds sold and other short-term investments 378,175 542,125 538,491 ----------------------------------------------------------------- Total earning assets 2,569,140 2,565,031 2,619,043 Cash and due from banks 55,927 63,957 48,852 Bank premises and equipment 19,372 19,544 19,211 Other assets 38,726 47,556 64,851 ----------------------------------------------------------------- Total assets $2,683,165 2,696,088 $2,751,957 ================================================================= LIABILITIES Deposits: Demand $194,642 178,058 $198,165 Interest-bearing checking 312,851 338,740 305,687 Savings 769,476 715,349 714,405 Money market 145,010 130,914 127,157 Certificates of deposit (in denominations of $100,000 or more)151,907 137,513 120,522 Other time deposits 761,696 773,694 766,642 ----------------------------------------------------------------- Total deposits 2,335,582 2,274,268 2,232,578 Short-term borrowings 71,283 141,231 237,886 Long-term debt 334 427 516 Other liabilities 41,538 45,318 63,767 ----------------------------------------------------------------- Total liabilities 2,448,737 2,461,244 2,534,747 SHAREHOLDERS' EQUITY 234,428 234,844 217,210 ----------------------------------------------------------------- Total liabilities and shareholders' equity $2,683,165 2,696,088 $2,751,957 ================================================================= Number of common shares outstanding, in thousands 74,120 74,178 72,173 10 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three Months Ended 06/30/2003 03/31/2003 06/30/2002 Interest income Loans 22,722 $24,586 28,275 Investments 10,541 9,160 8,399 Federal funds sold and other short term investments 1,482 1,655 2,278 ----------------------------------------------------------------- Total interest income 34,745 35,401 38,952 Interest expense Deposits 10,082 11,353 14,259 Borrowings 264 353 848 ----------------------------------------------------------------- Total interest expense 10,346 11,706 15,107 ----------------------------------------------------------------- Net interest income 24,399 23,695 23,845 Provision for loan losses 300 300 300 ----------------------------------------------------------------- Net interest income after provision for loan losses 24,099 23,395 23,545 Net securities transactions 2,234 3,096 1,904 Noninterest income 5,274 4,754 5,831 Noninterest expense 12,579 12,669 13,717 ----------------------------------------------------------------- Income before income taxes 19,028 18,576 17,563 Income tax expense 5,617 5,384 4,992 ----------------------------------------------------------------- Net income $13,411 $13,192 $12,571 ================================================================= Net income per share: - Basic $0.180 $0.178 $0.174 - Diluted $0.178 0.175 $0.169 Avg equivalent shares outstanding, in thousands: - Basic 74,369 74,248 72,152 - Diluted 75,237 75,185 74,455 ================================================================= 11 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Six Months Ended 06/30/03 06/30/02 Interest income Loans $47,308 $56,995 Investments 19,701 16,865 Federal funds sold and other short term investments 3,137 4,155 ----------------------------------------- Total interest income 70,146 78,015 Interest expense Deposits 21,435 28,546 Borrowings 617 1,713 ----------------------------------------- Total interest expense 22,052 30,259 ----------------------------------------- Net interest income 48,094 47,756 Provision for loan losses 600 820 ----------------------------------------- Net interest income after provision for loan losses 47,494 46,936 Net securities transactions 5,330 3,772 Noninterest income 10,028 10,716 Noninterest expense 25,248 26,110 ----------------------------------------- Income before income taxes 37,604 35,314 Income tax expense 11,001 10,375 ----------------------------------------- Net income $26,603 $24,939 ========================================= Net income per share: - Basic $0.358 $0.347 - Diluted $0.354 $0.335 Avg equivalent shares outstanding, in thousands: - Basic 74,309 71,967 - Diluted 75,210 74,371 ========================================= 12 CONSOLIDATED AVERAGE STATEMENTS OF FINANCIAL CONDITION (in thousands) Three Months Ended 06/30/2003 03/31/2003 06/30/2002 Total assets $2,716,166 2,690,016 2,720,741 Shareholders' equity $231,770 231,836 213,899 Total loans $1,307,353 1,384,910 1,526,323 Securities available for sale $832,516 647,942 566,341 Interest-earning assets $2,615,344 2,573,408 2,605,561 Interest-bearing deposits $2,135,035 2,099,877 2,014,135 Interest-bearing liabilities $2,259,803 2,248,579 2,259,223 Demand deposits $187,977 173,436 190,949 Six Months Ended 06/30/2003 06/30/2002 Total assets $2,703,475 2,676,190 Shareholders' equity $232,341 211,699 Total loans $1,345,918 1,531,630 Securities available for sale $741,275 554,842 Interest-earning assets $2,595,029 2,560,078 Interest-bearing deposits $2,117,574 1,976,514 Interest-bearing liabilities $2,254,243 2,218,896 Demand deposits $180,728 190,269 13