=============================================================================== 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): July 18, 2006 TrustCo Bank Corp NY (Exact name of registrant as specified in its charter) NEW YORK 0-10592 14-1630287 State or Other Jurisdiction Commission File No. I.R.S. Employer of 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 July 18, 2006, TrustCo Bank Corp NY ("TrustCo") issued a press release with year to date and second quarter results for the period ending June 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 July 18, 2006, for the period ending June 30, 2006, regarding year to date and second quarter 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 18, 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 July 18, 2006, 5 - 12 highlighting year to date and second quarter 2006 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 Second Quarter Results Glenville, New York - July 18, 2006 TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) today announced results for the second quarter of 2006 and for the first six months of the year. Net income for the second quarter of 2006 was $12.4 million, compared to $15.0 million for 2005. Diluted earnings per share were $0.165 for the second quarter compared to $0.199 for the second quarter of 2005. Return on average assets and return on average equity were 1.69% and 21.44% for the second quarter of 2006 compared to 2.11% and 26.52% for the second quarter of 2005. For 2006 the second quarter net income represents an increase of $58 thousand over the net income for the first quarter. Though down from a year ago, we are encouraged by this upward trend for net income in the second quarter. Net income for the six months ending June 30, 2006 was $24.8 million, or $0.330 in diluted earnings per share, compared to $29.9 million, or $0.396 in diluted earnings per share, for the six month period ending June 30, 2005. Robert J. McCormick, President and Chief Executive Officer, commented, "As we have previously discussed, the flat or inverted interest rate yield curve continues. This has resulted in there being little or no margin between short-term and long-term interest rates, which in turn places a downward pressure on earnings. Our initiative to grow out of these downward pressures is continuing to show momentum. As of June 30, 2006, total loans have increased $275.9 million and total deposits have increased $143.8 million compared to June 30, 2005. The increases in deposits and loans have come from all the markets we serve, and we are pleased with these results." 5 Trustco recently opened its New City office, which is located in Rockland County, New York. This is their 84th branch with approximately four additional openings planned during the third quarter of 2006. TrustCo is a $3.0 billion bank holding company and through its subsidiary, Trustco Bank, operates 84 offices in New York, New Jersey, Vermont, 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 06/30/06 03/31/06 06/30/05 Summary of operations Net interest income (TE) $ 25,704 26,245 27,600 Provision (credit) for loan losses (1,775) (1,800) (1,580) Net securities transactions - (288) 1,255 Noninterest income 3,917 3,593 5,029 Noninterest expense 11,986 11,925 11,607 Net income 12,424 12,366 14,985 Per common share Net income per share: - Basic $ 0.166 0.165 0.200 - Diluted 0.165 0.164 0.199 Cash dividends 0.160 0.160 0.150 Tangible Book value at period end 2.86 2.96 3.12 Market price at period end 11.02 12.17 13.06 At period end Full time equivalent employees 532 530 501 Full service banking offices 84 82 77 Performance ratios Return on average assets 1.69 % 1.73 2.11 Return on average equity (1) 21.44 21.61 26.52 Efficiency (2) 41.48 39.82 36.37 Net interest spread (TE) 3.15 3.33 3.72 Net interest margin (TE) 3.56 3.70 3.98 Dividend payout ratio 96.28 96.83 75.12 Capital ratios at period end (3) Total equity to assets 7.89 % 7.99 8.00 Tier 1 risk adjusted capital 15.45 16.07 17.03 Total risk adjusted capital 16.72 17.34 18.31 Asset quality analysis at period end Nonperforming loans to total loans 0.32 % 0.22 0.23 Nonperforming assets to total assets 0.17 0.12 0.11 Allowance for loan losses to total loans 2.63 2.88 3.60 Coverage ratio (4) 8.3 X 12.8 15.9 (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 Six Months Ended 06/30/06 06/30/05 Summary of operations Net interest income (TE) $ 51,949 53,452 Provision (credit) for loan losses (3,575) (3,080) Net securities transactions (288) 4,907 Noninterest income 7,510 9,017 Noninterest expense 23,911 22,839 Net income 24,790 29,892 Per common share Net income per share: - Basic $ 0.331 0.399 - Diluted 0.330 0.396 Cash dividends 0.320 0.300 Tangible Book value at period end 2.86 3.12 Market price at period end 11.02 13.06 Performance ratios Return on average assets 1.71 % 2.12 Return on average equity (1) 21.52 26.67 Efficiency (2) 40.65 38.13 Net interest spread (TE) 3.24 3.61 Net interest margin (TE) 3.63 3.87 Dividend payout ratio 96.56 75.29 (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) 06/30/06 12/31/05 06/30/05 ASSETS Loans, net $ 1,567,516 1,425,342 1,285,986 Securities available for sale 1,090,247 1,084,076 1,133,091 Federal funds sold and other short-term investments 171,708 257,196 336,002 -------------- ------------- -------------- Total earning assets 2,829,471 2,766,614 2,755,079 Cash and due from banks 43,561 55,667 50,242 Bank premises and equipment 22,669 21,734 21,135 Other assets 72,088 68,744 52,331 -------------- ------------- -------------- Total assets $ 2,967,789 2,912,759 2,878,787 ============== ============= ============== LIABILITIES Deposits: Demand $ 249,686 251,012 231,700 Interest-bearing checking 290,239 309,668 320,357 Savings 715,540 725,336 797,152 Money market 266,181 190,560 146,823 Certificates of deposit (in denominations of $100,000 or more) 234,608 225,611 189,781 Other time deposits 875,437 860,300 802,033 -------------- ------------- -------------- Total deposits 2,631,691 2,562,487 2,487,846 Short-term borrowings 90,599 87,935 84,404 Long-term debt 73 87 100 Due to broker - - 40,607 Other liabilities 31,266 33,589 31,602 -------------- ------------- -------------- Total liabilities 2,753,629 2,684,098 2,644,559 SHAREHOLDERS' EQUITY 214,160 228,661 234,228 -------------- ------------- -------------- Total liabilities and shareholders' equity $ 2,967,789 2,912,759 2,878,787 ============== ============= ============== Number of common shares outstanding, in thousands 74,828 74,776 74,896 9 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three Months Ended 06/30/06 03/31/06 06/30/05 Interest income Loans $ 25,470 24,351 20,988 Investments 14,201 13,866 12,831 Federal funds sold and other short term investments 2,271 2,492 3,197 -------------- ------------- -------------- Total interest income 41,942 40,709 37,016 Interest expense Deposits 16,056 14,419 9,887 Borrowings 962 779 421 -------------- ------------- -------------- Total interest expense 17,018 15,198 10,308 -------------- ------------- -------------- Net interest income 24,924 25,511 26,708 Provision (credit) for loan losses (1,775) (1,800) (1,580) -------------- ------------- -------------- Net interest income after provision for loan losses 26,699 27,311 28,288 Net securities transactions - (288) 1,255 Noninterest income 3,917 3,593 5,029 Noninterest expense 11,986 11,925 11,607 -------------- ------------- -------------- Income before income taxes 18,630 18,691 22,965 Income tax expense 6,206 6,325 7,980 -------------- ------------- -------------- Net income $ 12,424 12,366 14,985 ============== ============= ============== Net income per share: - Basic $ 0.166 0.165 0.200 - Diluted $ 0.165 0.164 0.199 Avg equivalent shares outstanding, in thousands: - Basic 74,894 74,871 75,056 - Diluted 75,112 75,263 75,369 10 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Six Months Ended 06/30/06 06/30/05 Interest income Loans $ 49,821 40,970 Investments 28,067 23,931 Federal funds sold and other short term investments 4,763 7,000 -------------- ------------- Total interest income 82,651 71,901 Interest expense Deposits 30,475 19,517 Borrowings 1,741 816 -------------- ------------- Total interest expense 32,216 20,333 Net interest income 50,435 51,568 Provision (credit) for loan losses (3,575) (3,080) -------------- ------------- Net interest income after provision for loan losses 54,010 54,648 Net securities transactions (288) 4,907 Noninterest income 7,510 9,017 Noninterest expense 23,911 22,839 -------------- ------------- Income before income taxes 37,321 45,733 Income tax expense 12,531 15,841 -------------- ------------- Net income $ 24,790 29,892 ============== ============= Net income per share: - Basic $ 0.331 0.399 - Diluted $ 0.330 0.396 Avg equivalent shares outstanding, in thousands: - Basic 74,883 74,972 - Diluted 75,188 75,429 11 CONSOLIDATED AVERAGE STATEMENTS OF FINANCIAL CONDITION (in thousands) Three Months Ended 06/30/06 03/31/06 06/30/05 Total assets $ 2,946,441 2,898,342 2,844,487 Shareholders' equity 215,412 225,030 228,129 Total loans 1,567,535 1,495,867 1,299,284 Securities available for sale 1,129,033 1,099,024 1,024,768 Interest-earning assets 2,882,392 2,819,811 2,770,552 Interest-bearing deposits 2,356,285 2,311,333 2,273,100 Interest-bearing liabilities 2,455,573 2,403,167 2,354,702 Demand deposits 247,029 241,903 233,138 Six Months Ended 06/30/06 06/30/05 Total assets $ 2,922,526 2,843,406 Shareholders' equity 220,194 228,332 Total loans 1,531,898 1,275,550 Securities available for sale 1,114,112 949,857 Interest-earning assets 2,851,642 2,762,772 Interest-bearing deposits 2,333,934 2,276,151 Interest-bearing liabilities 2,429,516 2,358,235 Demand deposits 244,480 229,789 12