=============================================================================== 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 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 October 16, 2007, TrustCo Bank Corp NY ("TrustCo") issued a press release with third quarter and year to date results for the period ending September 30, 2007. 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 16, 2007, for the period ending September 30, 2007, 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 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 October 16, 2007, 5 - 12 for the period ending September 30, 2007, regarding third quarter and year to date results. 4 [GRAPHIC OMITTED][GRAPHIC OMITTED] 5 Sarnowski Drive, Glenville, New York, 12302 (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank NASDAQ -- TRST Contact: Kevin T. Timmons Vice President/Treasurer (518) 381-3607 FOR IMMEDIATE RELEASE: TrustCo Announces Third Quarter 2007 Results Glenville, New York - October 16, 2007 TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) today announced that net income for the third quarter of 2007 was $10.6 million compared to $11.2 million for the comparable 2006 quarter. Diluted earnings per share were $0.141 for the third quarter of 2007, compared to $0.149 for the same period in 2006. Return on average equity and return on average assets were 18.45% and 1.26%, respectively for the third quarter of 2007 compared to 18.15% and 1.48% for the third quarter of 2006. For the first nine months of 2007 net income was $31.1 million and resulted in diluted earnings per share of $0.413, as compared to the first nine months of 2006 which resulted in net income of $36.0 million and diluted earnings per share of $0.479. Return on average equity and return on average assets were 18.07% and 1.27%, respectively, for the first nine months of 2007, and 19.81% and 1.63% for the comparable period in 2006. Compared to prior year results, the decline in net income in both the 2007 quarter and year-to-date periods is primarily a result of a decline in the Company's net interest margin, brought about by the inverted yield curve, and higher costs related to the expansion of the branch network. Also, for the nine month periods, the Company recognized a credit to the provision for loan losses of $3.6 million for 2006 and zero in 2007. This decline was another contributing factor in the reduction in year-to-date net 5 income for 2007 compared to 2006. TrustCo continued to report impressive growth in both deposits and loans. For the quarter ended September 30, 2007, average deposits were up $361.7 million or 13.7% compared to the third quarter of 2006. Average loans showed similar results, rising $235.2 million or 14.3% compared to the same period in 2006. Much of the growth can be attributed to the Company's branch expansion initiative. During the third quarter of 2007, TrustCo opened four offices to bring the total to 105. Current plans call for the expansion program to continue into 2008 with new branches planned in the markets currently served. Robert J. McCormick, President and Chief Executive Officer noted that, "We are pleased with the early results of our expansion program but are mindful that achieving our profit goals will take time and continued hard work." Mr. McCormick also noted "Press reports continue to cover the fallout related to the subprime mortgage lending area. Subprime loans are mortgage loans to borrowers who do not qualify for conventional loans due to poor credit, employment issues, etc. TrustCo has never been involved in this type of lending. We have always believed that mortgage loans are our most important asset and growth is never an excuse to sacrifice credit quality. While the news continues to report stories of mortgage lenders closing down or having to dramatically restructure their businesses, TrustCo continues to make mortgages to credit worthy applicants. In fact, the declining number of competitors in the mortgage business may possibly create opportunities for our Company." Nonperforming loans continue at low levels and reserve coverage of those loans remains strong. At the end of the third quarter, nonperforming loans were equal to 0.46% of total loans, while the allowance for loan losses was 3.9 times nonperforming loans. At June 30, 2007, nonperforming loans were equal to 0.50% of total loans and the allowance was 3.8 times nonperforming loans. Both figures compare favorably to the industry. Looking at the most recent data available, as of June 30, 2007, the average ratio of nonperforming loans to total loans was 0.68% and the average of the allowance of loan losses to nonperforming loans was 2.3 times for all publically traded thrifts as reported by SNL Financial. On August 21st the Board of Directors declared a quarterly cash dividend of $0.16 per share, which shareholders received in early October. This dividend equates to an annualized yield of 5.86% based on the closing stock price for the third quarter. TrustCo Bank Corp is a $3.34 billion bank holding company and through its subsidiary, Trustco Bank, operates 105 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 Select Market under the symbol TRST. 6 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. 7 GLENVILLE, NY FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) (Unaudited) Three Months Ended 09/30/07 06/30/07 09/30/06 Summary of operations Net interest income (TE) $ 25,314 24,752 25,164 Provision (credit) for loan losses - - - Net securities transactions 226 3 24 Net trading gains (losses) 305 (2,844) - Noninterest income 4,220 3,987 3,871 Noninterest expense 13,597 13,458 11,699 Net income 10,640 8,107 11,179 Per common share Net income per share: - Basic $ 0.142 0.108 0.149 - Diluted 0.141 0.108 0.149 Cash dividends 0.160 0.160 0.160 Tangible Book value at period end 3.12 3.06 3.16 Market price at period end 10.93 9.88 10.84 At period end Full time equivalent employees 649 610 556 Full service banking offices 105 101 89 Performance ratios Return on average assets 1.26 % 0.98 1.48 Return on average equity (1) 18.45 14.13 18.15 Efficiency (2) 45.99 46.20 40.09 Net interest spread (TE) 2.66 2.63 3.03 Net interest margin (TE) 3.10 3.07 3.46 Dividend payout ratio 113.02 148.02 107.12 Capital ratios at period end (3) Total equity to assets 6.93 % 6.87 8.13 Tier 1 risk adjusted capital 13.44 13.29 15.73 Total risk adjusted capital 14.70 14.55 16.99 Asset quality analysis at period end Nonperforming loans to total loans 0.46 % 0.50 0.38 Nonperforming assets to total assets 0.27 0.28 0.22 Allowance for loan losses to total loans 1.82 1.90 2.08 Coverage ratio (4) 3.9 X 3.8 5.5 (1) Average equity excludes the effect of accumulated other comprehensive income (loss). (2) Calculated as noninterest expense (excluding other real estate owned income/expense, specialized consulting and any one-time charges) divided by taxable equivalent net interest income plus noninterest income (excluding net securities transactions, net trading gains and losses and one-time income items). (3) Capital ratios exclude the effect of accumulated other comprehensive income (loss). (4) Calculated as allowance for loan losses divided by total nonperforming loans. TE = Taxable equivalent. 8 FINANCIAL HIGHLIGHTS, Continued (dollars in thousands, except per share data) (Unaudited) Nine Months Ended 09/30/07 09/30/06 Summary of operations Net interest income (TE) $ 74,573 77,113 Provision (credit) for loan losses - (3,575) Net securities transactions 229 (264) Net trading gains 906 - Noninterest income 12,310 11,381 Noninterest expense 39,761 35,610 Net income 31,061 35,969 Per common share Net income per share: - Basic $ 0.414 0.480 - Diluted 0.413 0.479 Cash dividends 0.480 0.480 Tangible Book value at period end 3.12 3.16 Market price at period end 10.93 10.84 Performance ratios Return on average assets 1.27 % 1.63 Return on average equity (1) 18.07 19.81 Efficiency (2) 45.22 40.46 Net interest spread (TE) 2.67 3.17 Net interest margin (TE) 3.11 3.57 Dividend payout ratio 115.91 99.84 (1) Average equity excludes the effect of accumulated other comprehensive income (loss). (2) Calculated as noninterest expense (excluding other real estate owned income/expense, specialized consulting and any one-time charges) divided by taxable equivalent net interest income plus noninterest income (excluding net securities transactions, net trading gains and losses and one-time income items). TE = Taxable equivalent. 9 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (dollars in thousands) (Unaudited) 09/30/07 12/31/06 09/30/06 ASSETS Loans, net $ 1,876,753 1,726,898 1,653,802 Trading securities 450,513 - - Securities available for sale 580,099 1,048,270 1,104,614 Held to maturity securities 25,000 - - Federal funds sold and other short-term investments 274,396 243,449 103,079 -------------- -------------- -------------- Total earning assets 3,206,761 3,018,617 2,861,495 Cash and due from banks 48,275 47,889 49,324 Bank premises and equipment 28,656 24,050 23,848 Other assets 57,495 70,631 67,497 -------------- -------------- -------------- Total assets $ 3,341,187 3,161,187 3,002,164 ============== ============== ============== LIABILITIES Deposits: Demand $ 258,978 259,401 243,984 Interest-bearing checking 275,839 290,784 276,264 Savings accounts 619,251 662,310 682,272 Money market 358,131 310,719 307,412 Certificates of deposit (in denominations of $100,000 or more) 370,990 299,813 248,340 Other time deposits 1,101,221 976,356 890,991 -------------- -------------- -------------- Total deposits 2,984,410 2,799,383 2,649,263 Short-term borrowings 93,865 95,507 91,705 Long-term debt 36 59 66 Other liabilities 28,060 26,715 24,054 -------------- -------------- -------------- Total liabilities 3,106,371 2,921,664 2,765,088 SHAREHOLDERS' EQUITY 234,816 239,523 237,076 -------------- -------------- -------------- Total liabilities and shareholders' equity $ 3,341,187 3,161,187 3,002,164 ============== ============== ============== Number of common shares outstanding, in thousands 75,140 74,873 74,828 10 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) (Unaudited) Three Months Ended 09/30/07 06/30/07 09/30/06 Interest income Loans $ 31,039 29,566 26,696 Investments 12,851 11,126 14,137 Federal funds sold and other short term investments 4,949 6,856 2,009 -------------- -------------- -------------- Total interest income 48,839 47,548 42,842 Interest expense Deposits 23,342 22,577 17,489 Borrowings 942 989 990 -------------- -------------- -------------- Total interest expense 24,284 23,566 18,479 -------------- -------------- -------------- Net interest income 24,555 23,982 24,363 Provision (credit) for loan losses - - - -------------- -------------- -------------- Net interest income after provision for loan losses 24,555 23,982 24,363 Net securities transactions 226 - 24 Trading gains (losses) 305 (2,841) - Noninterest income 4,220 3,987 3,871 Noninterest expense 13,597 13,458 11,699 -------------- -------------- -------------- Income before income taxes 15,709 11,670 16,559 Income tax expense 5,069 3,563 5,380 -------------- -------------- -------------- Net income $ 10,640 8,107 11,179 ============== ============== ============== Net income per share: - Basic $ 0.142 0.108 0.149 - Diluted $ 0.141 0.108 0.149 Avg equivalent shares outstanding, in thousands: - Basic 75,166 75,040 74,920 - Diluted 75,267 75,068 75,089 11 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) (Unaudited) Nine Months Ended 09/30/07 09/30/06 Interest income Loans $ 89,236 76,517 Investments 37,188 42,204 Federal funds sold and other short term investments 15,244 6,772 -------------- -------------- Total interest income 141,668 125,493 Interest expense Deposits 66,485 47,964 Borrowings 2,925 2,731 -------------- -------------- Total interest expense 69,410 50,695 Net interest income 72,258 74,798 Provision (credit) for loan losses - (3,575) -------------- -------------- Net interest income after provision for loan losses 72,258 78,373 Net securities transactions 229 (264) Trading gains 906 - Noninterest income 12,310 11,381 Noninterest expense 39,761 35,610 -------------- --------------- Income before income taxes 45,942 53,880 Income tax expense 14,881 17,911 -------------- --------------- Net income $ 31,061 35,969 ============== =============== Net income per share: - Basic $ 0.414 0.480 - Diluted $ 0.413 0.479 Avg equivalent shares outstanding, in thousands: - Basic 75,054 74,896 - Diluted 75,130 75,155 12