=============================================================================== UNITED STATES 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 17, 2006 TrustCo Bank Corp NY (Exact name of registrant as specified in its charter) NEW YORK 0-10592 14-1630287 State or Other Jurisdiction of Commission File No. I.R.S. Employer Incorporation or Organization Identification Number 5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302 (Address of principal executive offices) (518) 377-3311 (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) =============================================================================== 1 TrustCo Bank Corp NY Item 2.02. Results of Operations and Financial Condition ---------- --------------------------------------------- On October 17, 2006, TrustCo Bank Corp NY ("TrustCo") issued a press release with third quarter and year to date results for the period ending September 30, 2006. Attached is a copy of the press release labeled as Exhibit 99(a). Item 9.01. Financial Statements and Exhibits ---------- --------------------------------- (c) Exhibits Reg S-K Exhibit No. Description ------------------- ----------- 99(a) Press release dated October 17, 2006, for the period ending September 30, 2006, regarding third quarter and year to date 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 17, 2006 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) Press release dated October 17, 2006, 5 - 12 for the period ending September 30, 2006, regarding third quarter and year to date 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 NASDAQ -- TRST Contact: Robert M. Leonard Administrative Vice President (518) 381-3693 FOR IMMEDIATE RELEASE TrustCo Announces Third Quarter Results Glenville, New York - October 17, 2006 TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) today announced results for the third quarter of 2006 and for the first nine months of the year. Net income for the third quarter of 2006 was $11.2 million, compared to $15.7 million for 2005. Diluted earnings per share were $0.149 for the third quarter 2006 compared to $0.208 for the third quarter of 2005. Return on average assets and return on average equity were 1.48% and 18.89% for the third quarter of 2006 compared to 2.20% and 27.38% for the third quarter of 2005. Robert J. McCormick, President and Chief Executive Officer, said, "This is a difficult period in the banking industry and TrustCo is not immune. The flat or inverted yield curve continues to have a negative impact on earnings, however, unlike many of our peers, TrustCo has a growth plan that continues to show impressive results. As of September 30, 2006, total loans have increased $290.5 million or 20.8% and deposits have increased $164.9 million or 6.6% compared to September 30, 2005." Net income for the nine months ending September 30, 2006 was $36.0 million or $0.479 in diluted earnings per share compared to $45.6 million or $0.605 in diluted earnings per share for the nine months ending September 30, 2005. The year-to-date 2005 results included pretax nonrecurring gains of $2.0 million from the sale of the former operations center and the sale of the credit card portfolio, $5.7 million of net security gains in 2005 as compared to $264 thousand of net security losses in 2006 and $4.8 million of a credit from the allowance for loan losses in 2005 as compared to a credit of $3.6 million in 2006. 5 Our efficiency ratio performance was 40.46% for the first nine months of 2006 compared to 37.48% for the same period in 2005. We continually strive to deliver superior quality service to our customers at the lowest possible cost, an effort that has been central to our management philosophy for many years. Mr. McCormick stated: "We are proud to announce that during the third quarter of 2006 we opened our Pittsfield, Massachusetts office. This is our 89th branch overall and our first in Massachusetts. We will look to add a few additional offices in the Western Massachusetts area should opportunities arise. During the third quarter, we also opened an office in Airmont, NY (Rockland County) and three in Florida, bringing our total in the Sunshine State to seventeen with additional openings planned for the fourth quarter of 2006." US Banker, an industry publication, recently listed the top 100 performing Mid-Tier Savings Banks in the Country. TrustCo ranked fourth best. Mr. McCormick said: "It is gratifying to be continually ranked as one of the top managed Savings Banks in the Nation." TrustCo is a $3.0 billion bank holding company and through its subsidiary, Trustco Bank, operates 89 offices in New York, New Jersey, Vermont, Massachusetts, and Florida. In addition, the Bank operates a full service Trust Department. The common shares of TrustCo are traded on the Nasdaq Global Market 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 such forward-looking statements, which speak only as of the date made. The following important factors, among others, in some cases have affected and in the future could affect TrustCo's actual results, and could cause TrustCo's actual financial performance to differ materially from that expressed in any forward-looking statement: (1) credit risk, (2) interest rate risk, (3) competition, (4) changes in the regulatory environment, and (5) changes in local market area and general business and economic trends. The foregoing list should not be construed as exhaustive, and the Company disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events. 6 TRUSTCO BANK CORP NY GLENVILLE, NY FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Three Months Ended 09/30/06 06/30/06 09/30/05 Summary of operations Net interest income (TE) $ 25,164 25,704 27,710 Provision (credit) for loan losses - (1,775) (1,680) Net securities transactions 24 - 776 Noninterest income 3,871 3,917 5,659 Noninterest expense 11,699 11,986 10,814 Net income 11,179 12,424 15,719 Per common share Net income per share: - Basic $ 0.149 0.166 0.210 - Diluted 0.149 0.165 0.208 Cash dividends 0.160 0.160 0.150 Tangible Book value at period end 3.03 2.86 3.07 Market price at period end 10.84 11.02 12.53 At period end Full time equivalent employees 556 532 504 Full service banking offices 89 84 77 Performance ratios Return on average assets 1.48 % 1.69 2.20 Return on average equity (1) 18.89 21.44 27.38 Efficiency (2) 40.09 41.48 36.23 Net interest spread (TE) 3.03 3.15 3.73 Net interest margin (TE) 3.46 3.56 4.03 Dividend payout ratio 107.12 96.28 71.43 Capital ratios at period end (3) Total equity to assets 7.81 % 7.89 8.17 Tier 1 risk adjusted capital 15.11 15.45 16.92 Total risk adjusted capital 16.38 16.72 18.19 Asset quality analysis at period end Nonperforming loans to total loans 0.38 % 0.32 0.21 Nonperforming assets to total assets 0.22 0.17 0.10 Allowance for loan losses to total loans 2.53 2.63 3.34 Coverage ratio (4) 6.7 X 8.3 16.1 (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 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 adjustment for securities available for sale. (4) Calculated as allowance for loan losses divided by total nonperforming loans. TE = Taxable equivalent. 7 FINANCIAL HIGHLIGHTS, Continued Nine Months Ended 09/30/06 09/30/05 Summary of operations Net interest income (TE) $ 77,113 81,159 Provision (credit) for loan losses (3,575) (4,760) Net securities transactions (264) 5,683 Noninterest income 11,381 14,676 Noninterest expense 35,610 33,653 Net income 35,969 45,611 Per common share Net income per share: - Basic $ 0.480 0.608 - Diluted 0.479 0.605 Cash dividends 0.480 0.450 Tangible Book value at period end 3.03 3.07 Market price at period end 10.84 12.53 Performance ratios Return on average assets 1.63 % 2.15 Return on average equity (1) 20.63 26.91 Efficiency (2) 40.46 37.48 Net interest spread (TE) 3.17 3.65 Net interest margin (TE) 3.57 3.92 Dividend payout ratio 99.84 73.96 (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 and any nonrecurring charges) divided by taxable equivalent net interest income plus noninterest income (excluding net securities transactions). TE = Taxable equivalent. 8 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (dollars in thousands) 09/30/06 12/31/05 09/30/05 ASSETS Loans, net $ 1,646,202 1,425,342 1,351,690 Securities available for sale 1,104,614 1,084,076 1,099,268 Federal funds sold and other short-term investments 103,079 257,196 242,898 -------------- ------------- ------------- Total earning assets 2,853,895 2,766,614 2,693,856 Cash and due from banks 49,324 55,667 51,410 Bank premises and equipment 23,848 21,734 21,056 Other assets 73,802 68,744 62,493 -------------- ------------- ------------- Total assets $ 3,000,869 2,912,759 2,828,815 ============== ============= ============= LIABILITIES Deposits: Demand $ 243,984 251,012 247,664 Interest-bearing checking 276,264 309,668 308,136 Savings 682,272 725,336 743,233 Money market 307,412 190,560 160,097 Certificates of deposit (in denominations of $100,000 or more) 248,340 225,611 203,645 Other time deposits 890,991 860,300 821,598 -------------- ------------- ------------- Total deposits 2,649,263 2,562,487 2,484,373 Short-term borrowings 91,705 87,935 81,266 Long-term debt 66 87 94 Other liabilities 32,332 33,589 33,421 -------------- ------------- ------------- Total liabilities 2,773,366 2,684,098 2,599,154 SHAREHOLDERS' EQUITY 227,503 228,661 229,661 -------------- ------------- ------------- Total liabilities and shareholders' equity $ 3,000,869 2,912,759 2,828,815 ============== ============= ============= Number of common shares outstanding, in thousands 74,828 74,776 74,739 9 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three Months Ended 09/30/06 06/30/06 09/30/05 Interest income Loans $ 26,696 25,470 22,225 Investments 14,137 14,201 13,689 Federal funds sold and other short term investments 2,009 2,271 2,519 -------------- -------------- ------------ Total interest income 42,842 41,942 38,433 Interest expense Deposits 17,489 16,056 10,963 Borrowings 990 962 538 -------------- -------------- ------------ Total interest expense 18,479 17,018 11,501 -------------- -------------- ------------ Net interest income 24,363 24,924 26,932 Provision (credit) for loan losses - (1,775) (1,680) -------------- -------------- ------------ Net interest income after provision (credit) for loan losses 24,363 26,699 28,612 Net securities transactions 24 - 776 Noninterest income 3,871 3,917 5,659 Noninterest expense 11,699 11,986 10,814 -------------- -------------- ------------ Income before income taxes 16,559 18,630 24,233 Income tax expense 5,380 6,206 8,514 -------------- -------------- ------------ Net income $ 11,179 12,424 15,719 ============== ============== ============= Net income per share: - Basic $ 0.149 0.166 0.210 - Diluted $ 0.149 0.165 0.208 Avg equivalent shares outstanding, in thousands: - Basic 74,920 74,894 74,931 - Diluted 75,089 75,112 75,440 10 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Nine Months Ended 09/30/06 09/30/05 Interest income Loans $ 76,517 63,195 Investments 42,204 37,620 Federal funds sold and other short term investments 6,772 9,519 -------------- ------------- Total interest income 125,493 110,334 Interest expense Deposits 47,964 30,480 Borrowings 2,731 1,354 -------------- ------------- Total interest expense 50,695 31,834 Net interest income 74,798 78,500 Provision (credit) for loan losses (3,575) (4,760) -------------- ------------- Net interest income after provision (credit) for loan losses 78,373 83,260 Net securities transactions (264) 5,683 Noninterest income 11,381 14,676 Noninterest expense 35,610 33,653 -------------- ------------- Income before income taxes 53,880 69,966 Income tax expense 17,911 24,355 -------------- ------------- Net income $ 35,969 45,611 ============== ============= Net income per share: - Basic $ 0.480 0.608 - Diluted $ 0.479 0.605 Avg equivalent shares outstanding, in thousands: - Basic 74,896 74,958 - Diluted 75,155 75,433 11 CONSOLIDATED AVERAGE STATEMENTS OF FINANCIAL CONDITION (in thousands) Three Months Ended 09/30/06 06/30/06 09/30/05 Total assets $ 2,988,221 2,946,441 2,833,554 Shareholders' equity 218,418 215,412 229,758 Total loans 1,649,303 1,567,535 1,363,501 Securities available for sale 1,121,706 1,129,033 1,097,270 Interest-earning assets 2,921,038 2,882,392 2,756,992 Interest-bearing deposits 2,401,564 2,356,285 2,252,074 Interest-bearing liabilities 2,496,810 2,455,573 2,334,652 Demand deposits 245,956 247,029 240,253 Nine Months Ended 09/30/06 09/30/05 Total assets $ 2,944,666 2,840,069 Shareholders' equity 219,595 228,813 Total loans 1,571,464 1,305,189 Securities available for sale 1,116,671 999,517 Interest-earning assets 2,875,253 2,760,806 Interest-bearing deposits 2,356,726 2,268,038 Interest-bearing liabilities 2,452,195 2,350,288 Demand deposits 244,978 233,316 12