=============================================================================== 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): January 16, 2007 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 January 16, 2007, TrustCo Bank Corp NY ("TrustCo") issued a press release with fourth quarter and year to date results for the period ending December 31, 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 January 16, 2007, for the period ending December 31, 2006, regarding fourth 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: January 16, 2007 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 January 16, 2007, 5 - 11 for the period ending December 31, 2006, regarding fourth 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 Fourth Quarter Results Highlighted by Outstanding Loan and Deposit Growth Glenville, New York - January 16, 2007 TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) today announced results for the fourth quarter of 2006 and for the full year. These results were highlighted by loans, which as of December 31, 2006 grew $291.8 million or 20% compared to December 31, 2005. Deposits were also up for 2006 an impressive $236.9 million or 9% compared to year-end 2005. Robert J. McCormick, President and Chief Executive Officer, commented, "It is gratifying to see such outstanding increases in both loans and deposits. This growth can be attributed to the new and existing markets we are now serving." Net income for the full year 2006 was $45.3 million compared to $59.0 million for 2005. Diluted earnings per share were $0.603 for 2006 compared to $0.782 in diluted earnings per share for 2005. Return on average assets and return on average equity were 1.52% and 18.71% respectively for 2006 compared to 2.07% and 26.07% for 2005. Net income for the fourth quarter of 2006 was $9.4 million compared to $13.4 million for 2005. Diluted earnings per share were $0.125 for the fourth quarter compared to $0.178 for the fourth quarter of 2005. Robert J. McCormick said, "The entire industry continues to suffer from the yield curve. As expected, 2006 was a challenging year for many banks, including ours. Margin compression along with one-time gains taken in 2005 placed downward pressure on earnings at our Company. While our 2006 results were down, they are still well ahead of industry averages." During the fourth quarter, Trustco Bank opened two offices: (1) Chatham in Columbia County, New York and (2) North Clermont in Lake County, Florida. This brings our total number of offices to 91 with seventeen in Florida. 5 - More - Robert J. McCormick said, "Looking forward to 2007 and beyond, TrustCo is well positioned for continued growth. Since we announced our growth initiative, we have added over 30 branch offices with an additional 25 branches pending. These new branch offices, mainly in downstate New York and Florida, should act as a catalyst for growth for years to come." TrustCo is a $3.2 billion bank holding company and through its subsidiary, Trustco Bank, operates 91 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) (Unaudited) Three Months Ended 12/31/06 09/30/06 12/31/05 Summary of operations Net interest income (TE) $ 24,257 25,164 26,791 Provision (credit) for loan losses - - (1,500) Net securities transactions (332) 24 316 Noninterest income 4,074 3,871 4,614 Noninterest expense 13,452 11,699 12,579 Net income 9,356 11,179 13,378 Per common share Net income per share: - Basic $ 0.125 0.149 0.179 - Diluted 0.125 0.149 0.178 Cash dividends 0.160 0.160 0.160 Tangible Book value at period end 3.19 3.03 3.05 Market price at period end 11.12 10.84 12.42 At period end Full time equivalent employees 554 556 512 Full service banking offices 91 89 79 Performance ratios Return on average assets 1.21 % 1.48 1.86 Return on average equity (1) 15.39 18.89 23.57 Efficiency (2) 46.93 40.09 40.75 Net interest spread (TE) 2.84 3.03 3.50 Net interest margin (TE) 3.28 3.46 3.85 Dividend payout ratio 128.22 107.12 89.39 Capital ratios at period end (3) Total equity to assets 7.67 % 7.81 8.04 Tier 1 risk adjusted capital 14.88 15.11 16.58 Total risk adjusted capital 16.14 16.38 17.85 Asset quality analysis at period end Nonperforming loans to total loans 0.40 % 0.38 0.22 Nonperforming assets to total assets 0.23 0.22 0.11 Allowance for loan losses to total loans 2.02 2.53 3.09 Coverage ratio (4) 5.0 X 6.7 14.1 (1) Average equity excludes the effect of accumulated other comprehensive income. (2) Calculated as noninterest expense (excluding ORE income/expense, specialized consulting and any one-time charges) divided by taxable equivalent net interest income plus noninterest income (excluding net securities transactions and one-time income items). (3) Capital ratios exclude the effect of accumulated other comprehensive income. (4) Calculated as allowance for loan losses divided by total nonperforming loans. TE = Taxable equivalent. 7 FINANCIAL HIGHLIGHTS, Continued (Unaudited) Twelve Months Ended 12/31/06 12/31/05 Summary of operations Net interest income (TE) $ 101,370 107,948 Provision (credit) for loan losses (3,575) (6,260) Net securities transactions (596) 5,999 Noninterest income 15,455 19,290 Noninterest expense 49,062 46,232 Net income 45,325 58,989 Per common share Net income per share: - Basic $ 0.605 0.787 - Diluted 0.603 0.782 Cash dividends 0.640 0.610 Tangible Book value at period end 3.19 3.05 Market price at period end 11.12 12.42 Performance ratios Return on average assets 1.52 % 2.07 Return on average equity (1) 18.71 26.07 Efficiency (2) 42.03 38.29 Net interest spread (TE) 3.08 3.61 Net interest margin (TE) 3.50 3.90 Dividend payout ratio 105.70 77.46 (1) Average equity excludes the effect of accumulated other comprehensive income. (2) Calculated as noninterest expense (excluding ORE income/expense, specialized consulting and any one-time charges) divided by taxable equivalent net interest income plus noninterest income (excluding net securities transactions and one-time income items). TE = Taxable equivalent. 8 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (dollars in thousands) (Unaudited) 12/31/06 12/31/05 ASSETS Loans, net $ 1,726,898 1,425,342 Securities available for sale 1,048,270 1,084,076 Federal funds sold and other short-term investments 243,449 257,196 ----------------- ----------------- Total earning assets 3,018,617 2,766,614 Cash and due from banks 47,889 55,667 Bank premises and equipment 24,050 21,734 Other assets 70,631 68,744 ----------------- ----------------- Total assets $ 3,161,187 2,912,759 ================= ================= LIABILITIES Deposits: Demand $ 259,401 251,012 Interest-bearing checking 290,784 309,668 Savings 662,310 725,336 Money market 310,719 190,560 Certificates of deposit (in denominations of $100,000 or more) 299,813 225,611 Other time deposits 976,356 860,300 ----------------- ----------------- Total deposits 2,799,383 2,562,487 Short-term borrowings 95,507 87,935 Long-term debt 59 87 Other liabilities 26,715 33,589 ----------------- ----------------- Total liabilities 2,921,664 2,684,098 SHAREHOLDERS' EQUITY 239,523 228,661 ----------------- ----------------- Total liabilities and shareholders' equity $ 3,161,187 2,912,759 ================= ================= Number of common shares outstanding, in thousands 74,873 74,775 9 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) (Unaudited) Three Months Ended 12/31/06 09/30/06 12/31/05 Interest income Loans $ 27,883 26,696 23,441 Investments 13,691 14,137 13,909 Federal funds sold and other short term investments 2,140 2,009 2,490 -------------- ------------- -------------- Total interest income 43,714 42,842 39,840 Interest expense Deposits 19,264 17,489 13,146 Borrowings 981 990 677 -------------- ------------- -------------- Total interest expense 20,245 18,479 13,823 -------------- ------------- -------------- Net interest income 23,469 24,363 26,017 Provision (credit) for loan losses - - (1,500) -------------- ------------- -------------- Net interest income after provision for loan losses 23,469 24,363 27,517 Net securities transactions (332) 24 316 Noninterest income 4,074 3,871 4,614 Noninterest expense 13,452 11,699 12,579 -------------- ------------- -------------- Income before income taxes 13,759 16,559 19,868 Income tax expense 4,403 5,380 6,490 -------------- ------------- -------------- Net income $ 9,356 11,179 13,378 ============== ============= ============== Net income per share: - Basic $ 0.125 0.149 0.179 - Diluted $ 0.125 0.149 0.178 Avg equivalent shares outstanding, in thousands: - Basic 74,941 74,920 74,841 - Diluted 75,139 75,089 75,287 10 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) (Unaudited) Twelve Months Ended 12/31/06 12/31/05 Interest income Loans $ 104,400 86,636 Investments 55,895 51,529 Federal funds sold and other short term investments 8,912 12,009 -------------- ------------- Total interest income 169,207 150,174 Interest expense Deposits 67,228 43,626 Borrowings 3,712 2,031 -------------- ------------- Total interest expense 70,940 45,657 Net interest income 98,267 104,517 Provision (credit) for loan losses (3,575) (6,260) -------------- ------------- Net interest income after provision for loan losses 101,842 110,777 Net securities transactions (596) 5,999 Noninterest income 15,455 19,290 Noninterest expense 49,062 46,232 -------------- ------------- Income before income taxes 67,639 89,834 Income tax expense 22,314 30,845 -------------- ------------- Net income $ 45,325 58,989 ============== ============= Net income per share: - Basic $ 0.605 0.787 - Diluted $ 0.603 0.782 Avg equivalent shares outstanding, in thousands: - Basic 74,904 74,928 - Diluted 75,149 75,397 11