UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
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Commission File Number 1-12709
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TOMPKINS TRUSTCO INC.
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(Exact name of registrant as specified in its charter)
New York 16-1482357
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
The Commons, P.O. Box 460, Ithaca, New York 14851
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (607) 273-3210
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Title of Class:
Common Stock ($.10 Par Value)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of Securities Act. Yes [ ] No [X].
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 of Section 15(d) of the Act. Yes [ ] No [X].
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a nonaccelerated filer.
Large Accelerated Filer [ ] Accelerated Filer [X] Nonaccelerated Filer [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes[ ] No [X].
The aggregate market value of the registrant's voting stock held by
non-affiliates was $309,239,000 on June 30, 2005, based on the closing sales
price of a share of the registrant's common stock, $.10 par value (the "Common
Stock"), as reported on the American Stock Exchange, on such date.
The number of shares of the registrant's Common Stock outstanding as of March 1,
2006, was 9,051,404 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement relating to its 2006
Annual Meeting of stockholders to be held on May 8, 2006, which will be
subsequently filed with the Securities and Exchange Commission within 120 days
after the end of the fiscal year to which this Report relates, are incorporated
by reference into Part III of this Form 10-K where indicated.
TOMPKINS TRUSTCO, INC.
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2005
Table of Contents
PART I Page
Item 1. Business 1
Item 1A. Risk Factors 5
Item 1B. Unresolved Staff Comments 7
Item 2. Properties 7
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Executive Officers of the Registrant 9
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 10
Item 6. Selected Financial Data 12
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 32
Item 8. Financial Statements and Supplementary Data 35
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 68
Item 9A. Controls and Procedures 68
Item 9B. Other Information 68
PART III
Item 10. Directors and Executive Officers of the Registrant 68
Item 11. Executive Compensation 69
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 69
Item 13. Certain Relationships and Related Transactions 69
Item 14. Principal Accountant Fees and Services 69
PART IV
Item 15. Exhibits and Financial Statement Schedules 69
[This Page Intentionally Left Blank]
PART I
Item 1. Business
The disclosures set forth in this Item1. Business are qualified by the section
captioned "Forward-Looking Statements" in Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations of this Report and
other cautionary statements set forth elsewhere in this Report.
General
Headquartered in Ithaca, New York, Tompkins Trustco, Inc., ("Tompkins" or the
"Company") is registered as a Financial Holding Company with the Federal Reserve
Board under the Bank Holding Company Act of 1956, as amended. The Company
conducts its business through its three wholly-owned banking subsidiaries,
Tompkins Trust Company, The Bank of Castile and The Mahopac National Bank
("Mahopac National Bank"), and through its wholly-owned insurance subsidiary,
Tompkins Insurance Agencies, Inc. Unless the context otherwise requires, the
term "Company" refers to Tompkins Trustco, Inc. and its subsidiaries. The
Company's principal offices are located at The Commons, Ithaca, New York, 14851,
and its telephone number is (607) 273-3210. The Company's common stock is traded
on the American Stock Exchange under the Symbol "TMP."
Tompkins was organized in 1995, under the laws of the State of New York, as a
bank holding company for the Tompkins Trust Company (the "Trust Company"), a
commercial bank that has operated in Ithaca and surrounding communities since
1836. On December 31, 1999, the Company completed a merger with Letchworth
Independent Bancshares Corporation ("Letchworth"), at which time Letchworth was
merged with and into Tompkins. Upon completion of the merger, Letchworth's two
subsidiary banks, The Bank of Castile and Mahopac National Bank, became
subsidiaries of Tompkins. The merger with Letchworth was accounted for as a
pooling-of-interests.
On January 6, 2006, the Company completed its acquisition of AM&M Financial
Services, Inc. (AM&M), a fee-based financial planning firm headquartered in
Pittsford, New York. Under the terms of the Agreement and Plan of Merger dated
November 21, 2005 by and between the Company and AM&M, the Company acquired all
of the issued and outstanding shares of AM&M stock for an initial merger
consideration of $2,375,000 in cash and 53,976 shares of Tompkins common stock.
In addition to the merger consideration paid at closing, additional contingent
amounts of up to $8.5 million (payable one-half in cash and one-half in Tompkins
shares) may be paid over a period of four years from closing, depending on the
operating results of AM&M. The merger resulted in initial intangible assets of
approximately $4.5 million. AM&M operates as a wholly-owned subsidiary of the
Company. It has three operating companies: (1) AM&M Planners, Inc., which
provides fee based financial planning and wealth management services for
corporate executives, small business owners and high net worth individuals; (2)
Ensemble Financial Services, Inc., an independent broker-dealer and leading
outsourcing company for financial planners and investment advisors; and (3)
Ensemble Risk Solutions, Inc., which creates customized risk management plans
using life, disability and long-term care insurance products.
Narrative Description of Business
The Company provides traditional banking and related financial services, which
constitute the Company's only reportable business segment. Banking services
consist primarily of attracting deposits from the areas served by the Company's
banking subsidiaries' 34 banking offices and using those deposits to originate a
variety of commercial loans, consumer loans, real estate loans, and leases in
those same areas. Residential real estate mortgage loans are underwritten in
accordance with Federal Home Loan Mortgage Corporation (FHLMC) guidelines, which
enhances the liquidity of these lending products. The Company's subsidiary banks
have sold residential mortgage loans to FHLMC over the past several years to
manage exposure to changing interest rates and to take advantage of favorable
market conditions. The Company's subsidiary banks retain the servicing of the
loans sold to FHLMC and record a servicing asset at the time of sale. For
additional details on loan sales, refer to "Note 4 Loan/Lease Classification
Summary and Related Party Transactions" in the Notes to Consolidated Financial
Statements in Part II, Item 8. of this Report.
The Company's lending function is managed within the guidelines of a
comprehensive Board-approved lending policy. Policies and procedures are
reviewed on a regular basis. Reporting systems are in place to provide
management with ongoing information related to loan production, loan quality,
concentrations of credit, loan delinquencies and nonperforming and potential
problem loans. The Company has an independent loan review process that reviews
and validates the risk identification and assessment made by the lenders and
credit personnel. The results of these reviews are presented to the Board of
Directors of each of the Company's banking subsidiaries.
The Company's principal expenses are interest on deposits, interest on
borrowings, and operating and general administrative expenses, as well as
provisions for loan/lease losses. Funding sources, other than deposits, include
borrowings, securities sold under agreements to repurchase, and cash flow from
lending and investing activities. Tompkins provides a variety of financial
services to individuals and small business customers. Some of the traditional
banking and related financial services are detailed below.
1
Commercial Services
The Company's subsidiary banks provide financial services to corporations and
other business clients. Lending activities include loans for a variety of
business purposes, including real estate financing, construction, equipment
financing, accounts receivable financing, and commercial leasing. Other
commercial services include deposit and cash management services, letters of
credit, sweep accounts, credit cards, purchasing cards, merchant processing, and
Internet-based account services.
Retail Services
The Company's subsidiary banks provide a variety of retail banking services
including checking accounts, savings accounts, time deposits, IRA products,
brokerage services, residential mortgage loans, personal loans, home equity
loans, credit cards, debit cards and safe deposit services. Retail services are
accessible through a variety of delivery systems including branch facilities,
ATMs, voice response, and Internet banking.
Trust and Investment Management Services
The Company provides trust and investment services through Tompkins Investment
Services, a division of Tompkins Trust Company. Tompkins Investment Services,
with office locations at all three of the Company's subsidiary banks, provides a
full range of money management services, including investment management
accounts, custody accounts, trusts, retirement plans and rollovers, estate
settlement, and financial planning.
Insurance Services
The Company provides insurance services through its Tompkins Insurance
subsidiary. Tompkins Insurance is an independent insurance agency, representing
22 major insurance carriers with access to special risk property and liability
markets. Tompkins Insurance has automated systems for record keeping, claim
processing and coverage confirmation, and can provide instant insurance pricing
comparisons from some of the country's finest insurance companies. Tompkins
Insurance has 4 stand-alone offices and 7 offices that it shares with The Bank
of Castile in Western New York that serve the markets contiguous to The Bank of
Castile, and added an Ithaca office as a result of the December 31, 2004
acquisition of Banfield & Associates, Inc.
Securities Portfolio
The Company maintains a portfolio of securities such as U.S. government and
agency securities, obligations of states and political subdivisions thereof,
equity securities, and interest-bearing deposits. Management typically invests
in securities with short to intermediate average lives in order to better match
the interest rate sensitivities of its assets and liabilities.
Investment decisions are made within policy guidelines established by the
Company's Board of Directors. The investment policy established by the Company's
Board of Directors is based on the asset/liability management goals of the
Company, and is monitored by the Company's Asset/Liability Management Committee.
The intent of the policy is to establish a portfolio of high quality diversified
securities, which optimizes net interest income within safety and liquidity
limits deemed acceptable by the Asset/Liability Management Committee.
Securities, other than certain obligations of states and political subdivisions
thereof, are classified as available-for-sale. Securities available-for-sale may
be used to enhance total return, provide additional liquidity, or reduce
interest rate risk.
Subsidiaries
The Company operates three banking subsidiaries, an insurance agency subsidiary
in New York, and effective January 6, 2006, a financial planning subsidiary. The
Company's subsidiary banks operate 34 offices, including 1 limited-service
office, serving communities in New York. The decision to operate as three
locally managed community banks reflects management's commitment to community
banking as a business strategy. For Tompkins, personal delivery of high quality
services, a commitment to the communities in which we operate, and the
convergence of a single-source financial service provider characterize
management's community banking approach. The combined resources of the Tompkins
organization provides increased capacity for growth, and greater capital
resources necessary to make investments in technology and services. Tompkins has
developed several specialized financial services that are now available in
markets served by all three subsidiary banks. These services include trust and
investment services, insurance, leasing, card services, and Internet banking.
Tompkins Trust Company ("Tompkins Trust Company")
Tompkins Trust Company is a commercial bank that has operated in Ithaca, New
York and surrounding communities since 1836. The Trust Company operates 13
full-service and 1 limited-service banking offices in the counties of Tompkins,
Cortland, Cayuga and Schuyler, New York.
The area served by the Tompkins Trust Company consists primarily of Tompkins
County, New York with an estimated population of 96,000. The majority of
Tompkins Trust Company's 13 full-service offices are located within Tompkins
County. Education plays a significant role in the local economy with Cornell
University and Ithaca College being two of the county's major employers. Current
economic trends include low unemployment and moderate growth. Tompkins Trust
Company also has a full-service office in Cortland, New York and a full-service
office in Auburn, New York. Both of these offices are located in counties
contiguous to Tompkins County.
2
The Bank of Castile ("The Bank of Castile")
The Bank of Castile conducts its operations through its 13 full-service offices,
in towns situated in and around the areas commonly known as the Letchworth State
Park area and the Genesee Valley region of New York State. The Bank of Castile
serves a five-county market that is primarily rural in nature. The opening of a
branch office in Chili, New York, in 1999, has provided increased access to the
suburban Rochester, New York, market. Excluding Monroe County, which includes
Rochester, the population of the counties served by The Bank of Castile is
approximately 212,000. Economic growth has been relatively flat in The Bank of
Castile's market area, although the significant population base of the suburban
Rochester market (in excess of 700,000 people) provides continued opportunities
for growth. A new office is planned for Monroe County in 2006.
Mahopac National Bank ("Mahopac National Bank")
Mahopac National Bank is located in Putnam County, New York and operates 4
full-service offices in that county, 2 full-service offices in Dutchess County,
New York and one full-service office in Westchester County, New York.
The primary market area for Mahopac National Bank is Putnam County, with a
population of approximately 100,000. Putnam County is about 60 miles north of
Manhattan, and is one of the fastest growing counties in New York State. Mahopac
National Bank's Hopewell Junction and LaGrange offices are located in Dutchess
County, which has a population of approximately 280,000. In June 2004, Mahopac
National Bank opened an office in Mount Kisco, New York, which is located in
Westchester County. Two new offices are planned for 2006, one of which will be
located in Putnam County and the other in Dutchess County.
Tompkins Insurance Agencies, Inc. ("Tompkins Insurance Agencies")
Tompkins Insurance Agencies is headquartered in Batavia, New York, and offers
property and casualty insurance to individuals and businesses primarily in
Western New York. Over the past several years, Tompkins Insurance Agencies has
expanded its efforts to offer services to customers of the Company's banking
subsidiaries by sharing certain offices with The Bank of Castile. Tompkins
Insurance Agencies has 4 stand-alone offices in Western New York and 7 offices
that it shares with The Bank of Castile. On December 31, 2004, Tompkins
Insurance Agencies acquired Banfield & Associates, Inc. in Ithaca, New York.
AM&M Financial Services, Inc. ("AM&M")
AM&M is headquartered in Pittsford, New York and offers fee-based financial
planning services through three operating companies: (1) AM&M Planners, Inc.,
which provides fee based financial planning and wealth management services for
corporate executives, small business owners and high net worth individuals; (2)
Ensemble Financial Services, Inc., an independent broker-dealer and leading
outsourcing company for financial planners and investment advisors; and (3)
Ensemble Risk Solutions, Inc., which creates customized risk management plans
using life, disability and long-term care insurance products. AM&M has 42
employees and is led by 6 principals.
Competition
Competition for commercial banking and other financial services is strong in the
Company's market areas. The deregulation of the banking industry and the
widespread enactment of state laws that permit multi-bank holding companies, as
well as an increasing level of interstate banking, have created a highly
competitive environment for commercial banking. In one or more aspects of its
business, the Company's subsidiaries compete with other commercial banks,
savings and loan associations, credit unions, finance companies, mutual funds,
insurance companies, brokerage and investment banking companies, and other
financial intermediaries. Some of these competitors have substantially greater
resources and lending capabilities and may offer services that the Company does
not currently provide. In addition, many of the Company's non-bank competitors
are not subject to the same extensive Federal regulations that govern financial
holding companies and Federally insured banks.
Competition among financial institutions is based upon interest rates offered on
deposit accounts, interest rates charged on loans and other credit and service
charges, the quality and scope of the services rendered, the convenience of
banking facilities and, in the case of loans to commercial borrowers, relative
lending limits. Management believes that a community bank is better positioned
to establish personalized banking relationships with both commercial customers
and individual households. The Company's community commitment and involvement in
its primary market areas, as well as its commitment to quality and personalized
banking services, are factors that contribute to the Company's competitiveness.
Management believes that each of the Company's subsidiary banks can compete
successfully in its primary market areas by making prudent lending decisions
quickly and more efficiently than its competitors, without compromising asset
quality or profitability, although no assurances can be given that such factors
will assure success.
Supervision and Regulation
Regulatory Agencies
As a registered financial holding company, the Company is subject to examination
and comprehensive regulation by the Federal Reserve Board (FRB). The Company's
subsidiary banks are subject to examination and comprehensive regulation by
various regulatory authorities, including the Federal Deposit Insurance
Corporation (FDIC), the Office of the Comptroller of the Currency (OCC), and the
New York State Banking Department (NYSBD). Each of these agencies issues
regulations and requires the filing of reports describing the activities and
financial condition of the entities under its jurisdiction. Likewise, such
3
agencies conduct examinations on a recurring basis to evaluate the safety and
soundness of the institutions, and to test compliance with various regulatory
requirements, including: consumer protection, privacy, fair lending, the
Community Reinvestment Act, the Bank Secrecy Act, sales of non-deposit
investments, electronic data processing, and trust department activities.
Share Repurchases and Dividends
Under FRB regulations, the Company may not, without providing prior notice to
the FRB, purchase or redeem its own common stock if the gross consideration for
the purchase or redemption, combined with the net consideration paid for all
such purchases or redemptions during the preceding twelve months, is equal to
ten percent or more of the Company's consolidated net worth.
FRB policy provides that dividends shall not be paid except out of current
earnings and unless the prospective rate of earnings retention by the Company
appears consistent with its capital needs, asset quality, and overall financial
condition. Tompkins' primary source of funds to pay dividends on its common
stock is dividends from its subsidiary banks. The subsidiary banks are subject
to regulations that restrict the dividends that they may pay to the Company.
Liability of Commonly Controlled Institutions
FDIC-insured depository institutions can be held liable for any loss incurred,
or reasonably expected to be incurred, by the FDIC due to the default of an
FDIC-insured depository institution controlled by the same bank holding company,
or for any assistance provided by the FDIC to and FDIC-insured depository
institution controlled by the same bank holding company that is in danger of
default. "Default" means generally the appointment of a conservator or receiver.
"In danger of default" means generally the existence of certain conditions
indicating that default is likely to occur in the absence of regulatory
assistance.
Intercompany Transactions
There are Federal laws and regulations that govern transactions between the
Company's non-bank subsidiaries and its banking subsidiaries. These laws
establish certain quantitative limits and other prudent requirements for loans,
purchases of assets, and certain other transactions between a member bank and
its affiliates.
Capital Adequacy
The FRB, the FDIC, and the OCC have promulgated capital adequacy guidelines that
are considered by these agencies in examining and supervising a bank or bank
holding company, and in analyzing any applications a bank or bank holding
company may submit to the appropriate agency. In addition, for supervisory
purposes, these agencies have promulgated regulations establishing five
categories of capitalization, ranging from well capitalized to critically
undercapitalized, depending upon the level of capitalization and other factors.
Currently, the Company and its subsidiary banks maintain leverage and risk-based
capital ratios above the required levels and are considered well capitalized
under applicable regulations. A comparison of the Company's capital ratios and
the various regulatory requirements is included in "Note 17 Regulations and
Supervision" in Notes to Consolidated Financial Statements in Part II, Item 8.
of this Report on Form 10-K.
Deposit Insurance
All deposit accounts of the Company's subsidiary banks are insured by the Bank
Insurance Fund (BIF), generally in amounts up to $100,000 per depositor. Deposit
insurance coverage is maintained by payment of premiums assessed to banks
insured by the BIF. The FDIC uses a risk-based assessment system that determines
insurance premiums based upon a bank's capital level and supervisory rating.
Based on capital strength and favorable FDIC risk classifications, the Company's
subsidiary banks are not currently subject to BIF insurance assessments. Since
January 1997, all BIF insured banks have been subject to special assessments to
repay Financing Corporation (FICO) bonds, which were used to repay depositors of
failed Savings and Loan Associations after the former Federal Savings and Loan
Insurance Fund became insolvent.
Depositor Preference
The Federal Deposit Insurance Act provides that, in the event of the
"liquidation or other resolution" of an insured depository, the claims of
depositors of the institution, including the claims of the FDIC, as subrogee of
the insured depositors, and certain claims for administrative expenses of the
FDIC as receiver, will have priority over other general unsecured claims against
the institution. If an insured depository institution fails, insured and
uninsured depositors, along with the FDIC, will have priority in payment ahead
of unsecured, non-deposit creditors, including the parent bank holding company,
with respect to any extensions of credit they have made to such insured
depository institutions.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act, signed into law on July 30, 2002, and the SEC's
implementing regulations of the same (collectively, the "Sarbanes-Oxley Act"),
have resulted in a broad range of corporate governance and auditor independence
and accounting standards and enhanced disclosure requirements and accounting and
financial reporting measures for companies that have securities registered under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
the Company. The Sarbanes-Oxley Act, among other things, (i) requires that a
public company's financial statements be certified by the company's principal
executive and principal financial officers; (ii) prohibits personal loans to
company directors and officers, except certain loans made by insured financial
institutions on nonpreferential terms and in compliance with other bank
regulatory requirements; (iii) requires that a pubic company establish and
maintain disclosure controls and procedures, to ensure timely reporting of
information to the public, and a process of internal control over financial
reporting, to provide reasonable assurance regarding the reliability of the
company's financial reporting and financial statement preparation, and that the
company's management, with the participation of the company's principal
executive and principal financial officers, evaluate the effectiveness of such
disclosure controls and procedures and internal control over financial
reporting; and (iv) creates or provides for various new and increased civil and
criminal penalties for violations of the securities laws.
4
Employees
At December 31, 2005, the Company employed 626 employees, approximately 97 of
whom were part-time. No employees are covered by a collective bargaining
agreement and the Company believes its employee relations are excellent.
Available Information
The Company maintains a website at www.tompkinstrustco.com. The Company makes
available free of charge (other than an investor's own Internet access charges)
through its website its annual reports on Form 10-K, quarterly reports on Form
10-Q, and current reports on Form 8-K, its proxy statements related to its
annual shareholders' meetings, and amendments to these reports or statements,
filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 as amended (the "Exchange Act"), as soon as reasonably practicable
after the Company electronically files such material with, or furnishes such
material to, the Securities and Exchange Commission (the "SEC"). Copies of these
reports are also available at no charge to any person who requests them, with
such requests directed to Tompkins Trustco, Inc., Investor Relations Department,
The Commons, Ithaca, New York 14851, telephone no. (607) 273-3210. The Company
is not including the information contained on the Company's website as a part
of, or incorporating it by reference into, this Annual Report on Form 10-K, or
into any other report filed with or furnished to the SEC by the Company.
Item 1A. Risk Factors
The Company's business, operating results, financial condition, liquidity, and
cash flow may be impacted by numerous factors, including but not limited to
those discussed below. These items may cause the Company's results to vary
materially from recent results.
Interest Rate Risk
The Company's earnings, financial condition and liquidity are susceptible to
fluctuations in market interest rates. Net interest income, which is the
difference between interest earned on loans and investments and interest paid on
deposits and borrowings, is the largest component of the Company's total
revenues. The level of net interest income is dependent upon the volume and mix
of interest-earning assets and interest-bearing liabilities, the level of
nonperforming assets, and the level and trend of interest rates. Changes in
market interest rates will also affect the level of prepayments on the Company's
loans and payments on mortgage-backed securities, resulting in the receipt of
proceeds that may be reinvested at a lower rate than the loan or mortgage-backed
security being prepaid. Interest rates are highly sensitive to many factors,
including: inflation, economic growth, employment levels, monetary policy and
international markets. Significant fluctuations in interest rates could have a
material adverse affect on the Company's earnings, financial condition, and
liquidity.
The Company manages interest rate risk using income simulation to measure
interest rate risk inherent in its on-balance sheet and off-balance sheet
financial instruments at a given point in time by showing the potential effect
of interest rate shifts on net interest income for future periods. Each quarter
the Company's Asset/Liability Management Committee reviews the simulation
results to determine whether the exposure of net interest income to changes in
interest rates remains within board-approved levels. The Committee also
discusses strategies to manage this exposure and incorporates these strategies
into the investment and funding decisions of the Company. In addition, the
Company has focused on expanding its fee-based business as a percentage of
revenues to help mitigate its exposure to fluctuations in interest rates.
For additional information about how the Company manages its interest rate risk,
refer to Part II, Item 7A, "Quantitative and Qualitative Disclosures About
Market Risk" of this Report.
Credit Risk
The Company's business of originating and underwriting loans involves credit
risk, which is the risk of loss of principal or interest because borrowers,
guarantors and related parties fail to perform in accordance with the terms of
their loan agreements. The Company has adopted comprehensive credit policies,
underwriting standards and loan review procedures and maintains a reserve for
loan/lease losses to mitigate credit losses. The Company reviews the adequacy of
its reserve for loan/lease losses on a regular basis to ensure that the reserve
is adequate to cover the estimated loss exposure in its portfolio. Management
believes that it has established policies and procedures that are appropriate to
mitigate the risk of loss. Nonetheless, these policies and procedures may not
prevent unexpected losses that could have a material adverse effect on the
Company's business, financial condition, results of operations, or liquidity.
See Part II, Item 7, "Loans/Leases" and "The Reserve for Loan/Lease Losses" of
this Report for further discussion of the lending portfolio and the reserve for
loan/lease losses.
5
Government Laws and Regulations
The Company is subject to extensive state and federal laws and regulations,
supervision, and legislation that affect how it conducts its business. The
majority of these laws and regulations are for the protection of consumers,
depositors and the deposit insurance funds. Any changes to state and federal
banking laws and regulations may negatively impact the Company's ability to
expand services and to increase shareholder value. There can also be significant
cost related to compliance with various laws and regulations. The Company has
established an extensive internal control structure to ensure compliance with
governing laws and regulations, including those related to financial reporting.
Refer to "Supervision and Regulation" for additional information on laws and
regulations.
The Federal Reserve's monetary policies also affect the Company's operating
results and financial condition. These policies, which include open market
operations in U.S. Government securities, changes in the discount rate on member
bank borrowings, and changes in reserve requirements against member bank
deposits, can have a major effect upon the source and cost of funds and the
rates of return earned on loans and investments.
The Company is subject to state and federal tax laws and regulations. Changes to
these regulations could impact future tax expense and the value of deferred tax
assets. Article 32 of the New York State Tax Law, which sets forth the taxation
of financial institutions, expired at year-end 2005. The fiscal 2007 budget for
New York proposes to make Article 32 permanent, and also proposes a change in
the tax treatment for real estate investment trusts (REIT), and a reduction in
the State tax rate for financial institutions to 6.5%. Each of the Company's
banking subsidiaries is a majority owner in a REIT. If the proposed change is
passed in its current form, the expected impact on the Company would be an
increased tax expense of approximately $632,000.
Competition
Competition for commercial banking and other financial services is strong in the
Company's market areas. The deregulation of the banking industry and the
widespread enactment of state laws that permit multi-bank holding companies, as
well as an increasing level of interstate banking, have created a highly
competitive environment for commercial banking. In one or more aspects of its
business, the Company's subsidiaries compete with other commercial banks,
savings and loan associations, credit unions, finance companies, mutual funds,
insurance companies, brokerage and investment banking companies, and other
financial intermediaries. Some of these competitors have substantially greater
resources and lending capabilities and may offer services that the Company does
not currently provide. In addition, many of the Company's non-bank competitors
are not subject to the same extensive Federal regulations that govern financial
holding companies and Federally insured banks. The Company focuses on providing
unparalleled customer service, which includes offering a strong suite of
products and services.
Economic Conditions
General economic conditions have an impact on the banking industry. The
Company's operating results depend on providing products and services to
customers in our local market areas. Unemployment rates, real estate values,
demographic changes, property tax rates, and local and state governments have an
impact on local and regional economic conditions. An increase in unemployment, a
decrease in real estate values, an increase in property tax rates, or a decrease
in population could weaken the local economies in which the Company operates.
Weak economic conditions could lead to credit quality concerns related to
repayment ability and collateral protection. The Company operates in three
primary market areas which mitigates the impact on local economic conditions and
has focused on providing a full suite of products to increase its fee based
business as a percentage of total revenues.
Operational Risk
The Company is subject to certain operational risks, including, but not limited
to, data processing system failures and errors, customer or employee fraud and
catastrophic failures resulting from terrorist acts or natural disasters. The
Company depends upon data processing, software, communication, and information
exchange on a variety of computing platforms and networks and over the Internet.
Despite instituted safeguards, the Company cannot be certain that all of its
systems are entirely free from vulnerability to attack or other technological
difficulties or failures. If information security is breached or other
technology difficulties or failures occur, information may be lost or
misappropriated, services and operations may be interrupted and the Company
could be exposed to claims from customers. Any of these results could have a
material adverse effect on the Company's business, financial condition, results
of operations or liquidity. The Company maintains a system of internal controls
to mitigate against such occurrences and maintains insurance coverage for
exposures that are insurable. The Company periodically tests internal controls
to ensure that they are appropriate and functioning as designed.
Technological Development and Changes
The financial services industry is subject to rapid technological changes with
frequent introductions of new technology driven products and services. In
addition to improving the Company's ability to serve customers, the effective
use of technology increases efficiencies and helps to maintain or reduce
expenses. The Company's ability to keep pace with technological changes
affecting the financial industry and to introduce new products and services
based on this new technology will be important to the Company's continued
success.
6
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The following table provides information relating to the Company's facilities:
Location Facility Type Square Feet Owned/Leased*
------------------------------------------------------------------------------------------------------------------
The Commons Trust Company 23,900 Owned
Ithaca, NY Main Office
119 E. Seneca Street Trust Company 18,550 Owned
Ithaca, NY Trust and Investment Services
121 E. Seneca Street Tompkins Trustco, Inc. / Trust Company 18,900 Owned
Ithaca, NY Administration and Executive Offices
215 E. State St. Tompkins Trustco, Inc. / Trust Company 24,500 Leased
Rothschilds Building Operations and Data Processing
The Commons, Ithaca, NY
Cornell Bookstore Trust Company 400 Leased
Central Avenue Cornell Campus Office
Cornell University, Ithaca, NY
905 Hanshaw Road Trust Company 790 Leased
Ithaca, NY Community Corners Office
139 N. Street Extension Trust Company 2,250 Owned
Dryden, NY Dryden Office
1020 Ellis Hollow Road Trust Company 650 Leased
Ithaca, NY East Hill Plaza Office
775 S. Meadow Street Trust Company 2,280 Owned
Ithaca, NY Plaza Office
116 E. Seneca Street Trust Company 775 Owned
Ithaca, NY Seneca Street Drive-in
2251 N. Triphammer Road Trust Company 3,000 Leased
Ithaca, NY Triphammer Road Office
2 W. Main Street Trust Company 2,720 Owned
Trumansburg, NY Trumansburg Office
701 W. Seneca Street Trust Company 2,150 Owned
Ithaca, NY West End Office
2230 N. Triphammer Road Trust Company 204 Leased
Ithaca, NY Kendal Office (Part-time office)
100 Main Street Trust Company 3,115 Owned
Odessa, NY Odessa Office
33 Clinton Avenue Trust Company 1,900 Leased
Cortland, NY Cortland Office
90 Main Street Trust Company 18,000 Owned
Batavia, NY Administrative Office for Bank of Castile
and Tompkins Insurance
7
Location Facility Type Square Feet Owned/Leased*
------------------------------------------------------------------------------------------------------------------
86 North Street Trust Company 4,600 Owned
Auburn, NY Auburn Office
50 N. Main Street The Bank of Castile 6,662 Owned
Castile, NY Main Office
604 W. Main Street The Bank of Castile 4,662 Owned
Arcade, NY Arcade Office
263 E. Main Street The Bank of Castile 3,303 Owned
Avon, NY Avon Office
408 E. Main Street The Bank of Castile 3,496 Owned
Batavia, NY Batavia Office
3155 State Street The Bank of Castile 4,680 Owned
Caledonia, NY Caledonia Office
3252 Chili Avenue The Bank of Castile 4,000 Owned
Chili, NY Chili Office
1 Main Street The Bank of Castile 1,448 Owned
Gainesville, NY Gainesville Office
11 South Street The Bank of Castile 9,700 Owned
Geneseo, NY Geneseo Office
29 Main Street The Bank of Castile 3,084 Owned
LeRoy, NY LeRoy Office
102 N. Center Street The Bank of Castile 4,702 Owned
Perry, NY Perry Office
2727 Genesee Street The Bank of Castile 2,220 Leased
Retsof, NY Retsof Office
2367 Route 19 North The Bank of Castile 6,950 Owned
Warsaw, NY Warsaw Office
129 N. Center Street The Bank of Castile 11,138 Owned
Perry, NY Processing Center **
1410 S. Main Street The Bank of Castile 1,250 Owned
Medina, NY Medina Office
630 Route 6 Mahopac National Bank 2,800 Owned
Mahopac, NY Mahopac Office
591 Route 6N Mahopac National Bank 3,000 Owned
Mahopac Falls, NY Red Mills Office
21 Peekskill Hollow Road Mahopac National Bank 17,950 Owned
Putnam Valley, NY Putnam Valley Office
706 Freedom Plains Road Mahopac National Bank 2,200 Owned
Poughkeepsie, NY LaGrange Office
1822 Route 82 Mahopac National Bank 1,200 Leased
Hopewell Junction, NY Hopewell Office
293 Lexington Avenue Mahopac National Bank 4,400 Leased
Mt. Kisco, NY Mt. Kisco Office
8
Location Facility Type Square Feet Owned/Leased*
------------------------------------------------------------------------------------------------------------------
925 South Lake Blvd Mahopac National Bank 3,000 Owned
Mahopac, NY Mahopac Community Center
14 Market Street Tompkins Insurance 11,424 Leased
Attica, NY Attica Office
13360 Broadway Tompkins Insurance 1,200 Owned
Alden, NY Alden Office
40 Main Street Tompkins Insurance 3,700 Leased
Leroy, NY Leroy Office
415 N. Tioga Street Tompkins Insurance 1,100 Leased
Ithaca, NY Ithaca Office
179 Sully's Trail AM&M Financial Services, Inc. 20,174 Leased
Pittsford, NY Rochester Office
--------------------------------------------------------------------------------
* Lease terminations for the Company's leased properties range from 2006
through 2042.
** Office includes two parcels of land that are being leased through 2006 and
2090, respectively.
***Offices for Tompkins Insurance shown above are stand-alone offices; Tompkins
Insurance also has office space at 7 Bank of Castile locations.
Management believes the current facilities are suitable for their present and
intended purposes. The Company plans to open three new banking offices in 2006.
The Bank of Castile is building a banking office in Greece, New York, which is
in Monroe County, while Mahopac National Bank plans to open a banking office in
Putnam County and a banking office in Dutchess County. For additional
information about the Company's facilities, including rental expenses, see "Note
7 Bank Premises and Equipment" in Notes to Consolidated Financial Statements in
Part II, Item 8. of this Report on Form 10-K.
Item 3. Legal Proceedings
The Company is involved in legal proceedings in the normal course of business,
none of which are expected to have a material adverse impact on the financial
condition or results of operations of the Company.
Item 4. Submission of Matters to a Vote by Security Holders
There were no matters submitted to a vote of the Tompkins stockholders in the
fourth quarter of 2005.
Executive Officers of the Registrant
The information concerning the Company's executive officers is provided below as
of March 1, 2006. Unless otherwise stated, executive officers' terms run until
the first meeting of the board of directors after the Company's annual meeting
of shareholders, and until their successors are elected and qualified.
Age Title Joined Company
James J. Byrnes 64 Chairman of the Board and Chief Executive Officer January 1989
James W. Fulmer 54 President and Director January 2000
Stephen E. Garner 59 Executive Vice President January 2000
Stephen S. Romaine 41 Executive Vice President January 2000
Donald S. Stewart 61 Executive Vice President December 1972
Robert B. Bantle 54 Executive Vice President March 2001
David S. Boyce 39 Executive Vice President January 2001
Francis M. Fetsko 41 Executive Vice President and Chief Financial Officer October 1996
Lawrence A. Updike 60 Executive Vice President December 1965
Kathleen Rooney 53 Senior Vice President April 2004
Business Experience of the Executive Officers:
James J. Byrnes has served as the Company's Chief Executive Officer since 1995
and has served as the Chairman of the Board of Directors of the Company since
1992. From 1995 until January 24, 2000, Mr. Byrnes also served as the President
of the Company. Mr. Byrnes currently serves as Chairman of the Board of
Directors of Tompkins Trust Company. Additionally, from 1989 until December 31,
2002, Mr. Byrnes served as the President and Chief Executive Officer of Tompkins
Trust Company. He also serves as a Director of Mahopac National Bank, Tompkins
Insurance Agencies, The Bank of Castile and AM&M. From 1978 to 1988, Mr. Byrnes
was employed at the Bank of Montreal, most recently as Senior Vice President.
Mr. Byrnes is the current Chairman of the New York Business Development
9
Corporation. Pursuant to the terms of a management succession plan adopted by
the Company's Board of Directors (the "Succession Plan"), Mr. Byrnes will retire
from his position as Chief Executive Officer on January 1, 2007.
James W. Fulmer has served as President and a Director of the Company since
2000. He also serves as a Director of The Bank of Castile since 1988 and as its
Chairman since 1992. Effective December 18, 2002, he assumed the additional
responsibilities of President and Chief Executive Officer of The Bank of
Castile. Mr. Fulmer has served as a Director of Mahopac National Bank since
1999, and as Chairman of Tompkins Insurance Agencies since January 1, 2001. He
served as the President and Chief Executive Officer of Letchworth Independent
Bancshares Corporation from 1991 until its merger with the Company in 1999. Mr.
Fulmer also served as the Chief Executive Officer of The Bank of Castile from
1996 through April 2000. He serves as a member of the board of directors of the
Erie and Niagara Insurance Association, the United Memorial Medical Center, and
the Cherry Valley Cooperative Insurance Company, and is Treasurer of the Genesee
County Economic Development Center. Under the Succession Plan, Mr. Fulmer will
serve as a Vice Chairman of the Company.
Stephen E. Garner was appointed Executive Vice President of the Company in May
2000. Effective January 1, 2003, Mr. Garner was appointed President and Chief
Executive Officer of Tompkins Trust Company. Prior to this appointment, Mr.
Garner was the President and Chief Executive Officer of Mahopac National Bank
since January 1994.
Stephen S. Romaine was appointed President and Chief Executive Officer of
Mahopac National Bank effective January 1, 2003. Prior to this appointment, Mr.
Romaine was Executive Vice President, Chief Financial Officer and Manager,
Support Services Division of Mahopac National Bank. Pursuant to the Succession
Plan, Mr. Romaine has been identified to serve as Chief Executive Officer of the
Company upon Mr. Byrne's retirement from this position.
Donald S. Stewart has been employed by the Company since 1972, and has served as
the executive in charge of the Tompkins Investment Services Division of Tompkins
Trust Company since December 1984. He was promoted to Executive Vice President
in 1997.
Robert B. Bantle has been employed by the Company since March 2001. In July
2003, he was promoted to Executive Vice President. Prior to 2005, he was
primarily responsible for the Company's retail banking services. In 2005, he
assumed responsibility for human resources. Prior to joining the Company, Mr.
Bantle was employed by Iroquois Bancorp and First National Bank of Rochester as
Senior Vice President at both institutions.
David S. Boyce has been employed by the Company since January 2001 and was
promoted to Executive Vice President in April 2004. He was appointed President
and Chief Executive Officer of Tompkins Insurance Agencies in 2002. He has been
employed by Tompkins Insurance Agencies, and a predecessor company to Tompkins
Insurance Agencies for 16 years.
Francis M. Fetsko has been employed by the Company since 1996, and has served as
Chief Financial Officer since December 2000. In July 2003, he was promoted to
Executive Vice President. Mr. Fetsko also serves as Chief Financial Officer and
Treasurer of Tompkins Trust Company. Prior to joining the Company, Mr. Fetsko
was employed as a Federal Bank Examiner with the Federal Deposit Insurance
Corporation from 1986 to 1995.
Lawrence A. Updike has been employed by the Company since 1965, and has served
as the executive in charge of operations and systems since December 1988. In
July 2003, he was promoted to Executive Vice President.
Kathleen Rooney has been employed by the Company since April 2004 and has served
as Senior Vice President and Corporate Marketing Officer since April 2005. Ms.
Rooney is also a Senior Vice President of Mahopac National Bank with
responsibility for the Bank's Community Banking Division. Prior to joining the
Company, Ms. Rooney was employed by JP Morgan Chase for over 28 years in various
capacities, most recently as the Senior Vice President and Investments Executive
responsible for sales, service, operation and compliance of brokerage, portfolio
management and trust products for the retail bank.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
The Company's common stock is traded under the symbol "TMP" on the American
Stock Exchange ("AMEX"). The high and low sales prices, which represent actual
transactions as quoted on AMEX, of the Company's common stock for each quarterly
period in 2005 and 2004 are presented below. The per share dividends paid by the
Company in each quarterly period in 2005 and 2004 are also presented below. Cash
dividends on Tompkins common stock were paid on the 15th day of February, the
16th day of May, and the 15th day of August and November of 2005; and on the
17th day of February, May, August and November of 2004.
10
Market Price Cash Dividends
Market Price & Dividend Information High Low Paid
---------------------------------------------------------------------------------------------------------
See Note 1 below:
2005 1st Quarter $48.18 $42.10 $.27
2nd Quarter 44.00 38.76 .30
3rd Quarter 48.60 42.21 .30
4th Quarter 48.40 40.70 .30
2004 1st Quarter $44.35 $40.35 $.27
2nd Quarter 44.23 39.29 .27
3rd Quarter 43.14 39.64 .27
4th Quarter 49.99 40.40 .27
Note 1 - Per share data has been retroactively adjusted to reflect a 10% stock
dividend paid on February 15, 2005.
As of March 1, 2006, there were approximately 2,060 holders of record of the
Company's common stock.
The Company's ability to pay dividends is generally limited to earnings from the
prior year, although retained earnings and dividends from its subsidiaries may
also be used to pay dividends under certain circumstances. The Company's primary
source of funds to pay for shareholder dividends is receipt of dividends from
its banking subsidiaries. Future dividend payments to the Company by its
subsidiary banks will be dependent on a number of factors, including the
earnings and financial condition of each such bank, and are subject to the
regulatory limitations discussed in "Note 17 Regulation and Supervision" in
Notes to Consolidated Financial Statements in Part II, Item 8. of this Report.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers. The
following table includes all Company repurchases, including those made pursuant
to publicly announced plans or programs during the quarter ended December 31,
2005.
-------------------------------------------------------------------------------------------------------------------------
Maximum Number
(or Approximate
Total Number of Dollar Value) of
Shares Purchased Shares that May Yet
as Part of Publicly Be Purchased Under
Total Number of Average Price Paid Announced Plans or the Plans or
Shares Purchased Per Share Programs Programs
Period (a) (b) (c) (d)
-------------------------------------------------------------------------------------------------------------------------
October 1, 2005 through
October 31, 2005 1,216 $43.48 0 418,016
November 1, 2005 through
November 30, 2005 0 0 0 418,016
December 1, 2005 through
December 31, 2005 151 $46.80 0 418,016
-------------------------------------------------------------------------------------------------------------------------
Total 1,367 $43.85 0 418,016
-------------------------------------------------------------------------------------------------------------------------
On July 27, 2004, the Company's Board of Directors approved a stock repurchase
plan (the "2004 Plan"), which authorizes the repurchase of up to 440,000 shares
of the Company's outstanding common stock over a 2-year period.
All 1,367 shares were purchased by the trustee of the rabbi trust established by
the Company under the Company's Stock Retainer Plan for Eligible Directors of
Tompkins Trustco, Inc. and Participating Subsidiaries and were part of director
deferred compensation under that plan.
Recent Sales of Unregistered Securities. There were no unregistered sales of
Tompkins common stock in the fourth quarter of 2005. As part of the Company's
acquisition of AM&M in the first quarter of fiscal 2006, the Company issued
53,976 shares of Tompkins common stock pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended.
11
Item 6. Selected Financial Data
Year ended December 31
(in thousands except per share data) 2005 2004 2003 2002 2001
--------------------------------------------------------------------------------------------------------------------------
FINANCIAL STATEMENT HIGHLIGHTS
Assets $ 2,106,870 $ 1,970,295 $ 1,864,446 $ 1,670,203 $ 1,420,695
Deposits 1,683,010 1,560,873 1,411,125 1,340,285 1,087,458
Other borrowings 63,673 63,303 87,111 81,930 75,581
Shareholders' equity 181,221 171,002 158,970 150,597 131,072
Interest and dividend income 106,707 94,673 90,995 93,959 94,158
Interest expense 31,686 23,327 23,493 28,818 36,175
Net interest income 75,021 71,346 67,502 65,141 57,983
Provision for loan/lease losses 2,659 2,860 2,497 2,235 1,606
Net securities (losses) gains (1,526) 98 43 363 66
Net income 27,685 25,615 24,205 22,914 19,627
PER SHARE INFORMATION
Basic earnings per share 3.09 2.86 2.71 2.56 2.19
Diluted earnings per share 3.05 2.81 2.66 2.51 2.16
Cash dividends per share 1.17 1.09 1.01 0.95 0.91
SELECTED RATIOS
Return on average assets 1.36% 1.32% 1.37% 1.45% 1.46%
Return on average equity 15.82% 15.68% 15.90% 16.41% 15.82%
Shareholders' equity to average assets 8.89% 8.82% 8.98% 9.51% 9.73%
Dividend payout ratio 37.86% 38.11% 37.25% 37.54% 41.51%
OTHER SELECTED DATA (in whole numbers, unless otherwise noted)
--------------------------------------------------------------------------------------------------------------------------
Employees (average full-time equivalent) 584 578 546 530 513
Full-service banking offices 34 34 33 32 29
Bank access centers (ATMs) 51 51 49 48 45
Trust and investment services assets under
management, or custody (in thousands) $ 1,534,557 $ 1,495,196 $ 1,389,879 $ 1,207,786 $ 1,138,341
==========================================================================================================================
Per share data has been retroactively adjusted to reflect a 10% stock dividend
paid on February 15, 2005 and a 10% stock dividend paid on August 15, 2003.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following analysis is intended to provide the reader with a further
understanding of the consolidated financial condition and results of operations
of the Company and its operating subsidiaries for the periods shown. This
Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with other sections of this Report on
Form 10-K, including Part I, "Item 1. Business", Part II, "Item 6. Selected
Financial Data", and Part III, "Item 8. Financial Statements and Supplementary
Data".
OVERVIEW
Tompkins Trustco, Inc. ("Tompkins" or the "Company"), is the corporate parent of
three community banks, Tompkins Trust Company ("Trust Company"), The Bank of
Castile, and The Mahopac National Bank ("Mahopac National Bank"), which together
operate 34 banking offices in local market areas throughout New York State.
Through its community banking subsidiaries, the Company provides traditional
banking services, and offers a full range of money management services through
Tompkins Investment Services, a division of Tompkins Trust Company. The Company
also offers insurance services through its wholly-owned subsidiary, Tompkins
Insurance Agencies, Inc. ("Tompkins Insurance Agencies"), an independent
insurance agency with a history of over 100 years of service to individual and
business clients throughout Western New York. Tompkins Insurance expanded its
geographic footprint through the acquisition of Banfield & Associates, Inc., an
insurance agency located in Ithaca, New York on December 31, 2004. The Company
completed its acquisition of AM&M Financial Services, Inc. (AM&M), a fee-based
financial planning firm headquartered in Pittsford, New York, effective January
6, 2006. AM&M has three operating companies: (1) AM&M Planners, Inc., which
provides fee based financial planning and wealth management services for
corporate executives, small business owners, and high net worth individuals; (2)
Ensemble Financial Services, Inc., an independent broker-dealer and leading
outsourcing company for financial planners and investment advisors; and (3)
Ensemble Risk Solutions, Inc., which creates customized risk management plans
using life, disability and long-term care insurance products.
Each Tompkins subsidiary operates with a community focus, meeting the needs of
the unique communities served. The Company conducts its business through its
wholly-owned subsidiaries, Tompkins Trust Company, The Bank of Castile, Mahopac
National Bank, and Tompkins Insurance. Unless the context otherwise requires,
the term "Company" refers to Tompkins Trustco, Inc. and its subsidiaries.
12
Headquartered in Ithaca, New York, Tompkins is registered as a financial holding
company with the Federal Reserve Board under the Bank Holding Company Act of
1956, as amended. Tompkins was organized in 1995 under the laws of the State of
New York, as a bank holding company for Tompkins Trust Company, a commercial
bank that has operated in Ithaca and surrounding communities since 1836.
Forward-Looking Statements
The Company is making this statement in order to satisfy the "Safe Harbor"
provision contained in the Private Securities Litigation Reform Act of 1995. The
statements contained in this Report on Form 10-K that are not statements of
historical fact may include forward-looking statements that involve a number of
risks and uncertainties. Such forward-looking statements are made based on
management's expectations and beliefs concerning future events impacting the
Company and are subject to certain uncertainties and factors relating to the
Company's operations and economic environment, all of which are difficult to
predict and many of which are beyond the control of the Company, that could
cause actual results of the Company to differ materially from those matters
expressed and/or implied by forward-looking statements. The following factors
are among those that could cause actual results to differ materially from the
forward-looking statements: changes in general economic, market and regulatory
conditions; the development of an interest rate environment that may adversely
affect the Company's interest rate spread, other income or cash flow anticipated
from the Company's operations, investment and/or lending activities; changes in
laws and regulations affecting banks, bank holding companies and/or financial
holding companies; technological developments and changes; the ability to
continue to introduce competitive new products and services on a timely,
cost-effective basis; governmental and public policy changes, including
environmental regulation; protection and validity of intellectual property
rights; reliance on large customers; and financial resources in the amounts, at
the times and on the terms required to support the Company's future businesses.
In addition, such forward-looking statements could be affected by general
industry and market conditions and growth rates, general economic and political
conditions, including interest rate and currency exchange rate fluctuations, and
other factors.
Critical Accounting Policies
In the course of the Company's normal business activity, management must select
and apply many accounting policies and methodologies that lead to the financial
results presented in the consolidated financial statements of the Company. Some
of these policies are more critical than others. Management considers the
accounting policy relating to the reserve for loan/lease losses (reserve) to be
a critical accounting policy because of the uncertainty and subjectivity
inherent in estimating the levels of reserve needed to cover probable credit
losses within the loan portfolio and the material effect that these estimates
can have on the Company's results of operations.
The Company has developed a methodology to measure the amount of estimated loan
loss exposure inherent in the loan portfolio to ensure that an adequate reserve
is maintained. The methodology includes an estimate of exposure for the
following: specifically reviewed and graded loans, historical loss experience by
product type, past due and nonperforming loans, and other internal and external
factors such as local and regional economic conditions, growth trends, and
credit policy and underwriting standards. The methodology includes a review of
loans considered impaired in accordance with the Statement of Financial
Accounting Standards (SFAF) No. 114, "Accounting by Creditors for Impairment of
a Loan", as well as other commercial loans and commercial mortgage loans that
are evaluated using an internal rating system. An estimated exposure amount is
assigned to these internally reviewed credits based upon a review of the
borrower's financial condition, payment history, collateral adequacy, and
business conditions. For commercial loans and commercial mortgage loans not
specifically reviewed, and for more homogenous loan portfolios such as
residential mortgage loans and consumer loans, estimated exposure amounts are
assigned based upon historical loss experience as well as past due status.
Lastly, additional reserves are maintained based upon management judgment and
assessment of other quantitative and qualitative factors such as regional and
local economic conditions and portfolio growth trends.
Since the methodology is based upon historical experience and trends as well as
management's judgment, factors may arise that result in different estimations.
Significant factors that could give rise to changes in these estimates may
include, but are not limited to, changes in economic conditions in the local
area, concentration of risk, and declines in local property values. While
management's evaluation of the reserve for loan/lease losses as of December 31,
2005, considers the reserve to be adequate, under adversely different conditions
or assumptions, the Company would need to increase the reserve.
Another critical accounting policy is the policy for pensions and
post-retirement benefits. Expenses and liabilities associated with the Company's
pension and post-retirement benefit plans are based on estimates of future
salary increases, employment levels, employee retention, discount rates, life
expectancies, and the long-term rates of investment returns. Changes in these
assumptions due to market conditions, governing laws and regulations, or Company
specific circumstances may result in material changes to the Company's pension
and post-retirement expenses.
All accounting policies are important and the reader of the financial statements
should review these policies, described in "Note 1 Summary of Significant
Accounting Policies" in Notes to Consolidated Financial Statements in Part II,
Item 8. of this Form 10-K, to gain a better understanding of how the Company's
financial performance is reported.
13
RESULTS OF OPERATIONS
(Comparison of December 31, 2005 and 2004 results)
General
Net income for the year ended December 31, 2005, was up 8.1% to $27.7 million,
compared to $25.6 million in 2004. On a per share basis, the Company earned
$3.05 per diluted share in 2005, compared to $2.81 per diluted share in 2004. In
addition to earnings per share growth, key performance measurements for the
Company include return on average shareholders' equity (ROE) and return on
average assets (ROA). ROE was 15.82% in 2005, compared to 15.68% in 2004, while
ROA was 1.36% in 2005, up from 1.32% in 2004. ROA and ROE for Tompkins continue
to compare favorably to bank holding company peer ratios widely available from
the Federal Reserve Board.
The favorable performance in 2005 over 2004 reflects continued execution of the
Company's key business strategies, including a commitment to community banking
through diversified revenue sources consisting of net interest income generated
from the loan and securities portfolios, trust and investment services income,
insurance commissions and fees, and other service charges and fees for providing
banking and related financial services. Evidence of the success of these
strategies includes the 8.5% growth in total loans and the 3.9% growth in core
deposits (total deposits less time deposits of $100,000 and more, brokered
deposits, and municipal money market deposits) from December 31, 2004 to
December 31, 2005, as well as growth in key fee income categories as discussed
below. Noninterest income also benefited from the Company's recent agreement
with NOVA Information Systems (NOVA) to transfer customer service, processing
services, and support operations for all merchant card processing customers. The
agreement calls for NOVA to receive all future revenue from the Company's
current merchant customers, and resulted in a pre-tax net gain of approximately
$3.0 million in the fourth quarter. Tompkins will continue to generate referral
fees and income based on a percentage of net sales revenue from new customers
referred to NOVA.
An interest rate environment of rising short-term rates and stable long-term
rates made 2005 a challenging year. Increases in the yields on the Company's
average earning assets were offset by increases in the Company's cost of funds,
resulting in a flat net interest margin for the year when compared to 2004.
Year-over-year loan growth of 8.5% was a key factor contributing to the 5.2%
increase in net interest income to $75.0 million in 2005.
Asset quality remained strong with reductions in nonperforming assets and net
charge-offs compared with prior year. Nonperforming assets of $4.5 million at
December 31, 2005, are down from $7.7 million at December 31, 2004. Net
loan/lease charge-offs improved to $1.5 million in 2005 from $2.0 million in
2004.
Noninterest income for 2005 was $30.8 million, an increase of 10.0% over 2004.
The growth trends for key fee generating business activities were positive for
the year. Insurance commissions and fees were $7.5 million, up 17.3% from prior
year; service charges on deposit accounts were $8.3 million, up 3.4%; and trust
and investment services income was $5.3 million, up 1.5%.
Noninterest expenses were $62.1 million in 2005, up 6.7% over 2004. These
increases were primarily due to higher compensation and benefits related
expenses, which were up $2.2 million for the year-to-date period. The
acquisition of Banfield & Associates, Inc., effective December 31, 2004,
contributed to the increased personnel costs in 2005 over 2004.
Net Interest Income
Table 1-Average Statements of Condition and Net Interest Analysis illustrates
the trend in average interest-earning assets and interest-bearing liabilities,
and the corresponding yield or cost associated with each. Taxable-equivalent net
interest income improved to $77.9 million in 2005, up 5.3% from $73.9 million in
2004. Taxable-equivalent net interest income benefited from growth in average
earning assets and growth in deposits. The Federal Reserve continued to raise
short-term interest rates in 2005, which contributed to a 200 basis point
increase in the prime rate in 2005. The higher prime rate had a favorable impact
on commercial loan yields as the Company's prime rate based loans repriced
upwards. The higher short-term interest rates also led to increased funding
costs as rates on deposits and borrowings moved upwards. While short-term rates
rose, the spread between long-term and short-term rates narrowed as longer-term
rates did not increase in line with short-term rates. The yield on average
earning assets increased 38 basis points from 5.40% for the fiscal year ended
December 31, 2004, to 5.78% for fiscal 2005, while the cost of interest bearing
liabilities increased 49 basis points from 1.60% to 2.09% over the same time
period, resulting in an 11 basis point decline in the net interest spread.
Growth in noninterest-bearing liabilities offset some of the decline in the
spread resulting in a tax-equivalent net interest margin that is unchanged from
2004.
Taxable-equivalent interest income was up 12.6% over the same period prior year,
driven by an increase in the loan volumes and yields. Average loans grew by
$103.1 million, or 9.2%, which included a $58.2 million increase in average
commercial real estate loans, a $39.0 million increase in average residential
loans, and a $14.5 million increase in average commercial loans. Yields on
commercial and industrial loans, and commercial real estate loans benefited from
increases in market interest rates. Home equity loan yields were also higher as
initial introductory rates repriced to fully indexed rates.
14
Increases in taxable-equivalent interest income were partially offset by a 35.8%
increase in interest expense driven by the rise in short-term market interest
rates. Rates on time deposits moved higher with the rise in short-term rates and
resulted in an increased volume of these deposits. Core deposits, which include
demand deposits, savings accounts, non-municipal money market accounts, and time
deposits less than $100,000, represent the Company's largest and lowest cost
funding source. Average core deposits increased by $46.0 million or 3.9%, to
$1.2 billion in 2005, providing funding to support average earning asset growth.
Core deposit growth included a $26.3 million or 8.9% increase in average
noninterest-bearing deposits, from $297.6 million in 2004 to $324.0 million in
2005.
Non-core funding sources, which include time deposits of $100,000 or more,
brokered deposits, municipal money market deposits, Federal funds purchased,
securities sold under repurchase agreements, and other borrowings provided
additional sources of funding to support asset growth. Average balances on these
non-core funding sources increased by $39.8 million from $578.2 million at
year-end 2004, to $618.0 million at year-end 2005. Average time deposits of
$100,000 or more increased by $86.2 million to $224.2 million at year-end 2005.
Upward movement in time deposit interest rates beginning in the latter half of
2004 contributed to the growth in this deposit category. Growth in core and
non-core deposits allowed for a reduction in average borrowings and securities
sold under repurchase agreements from 2004 to 2005.
Changes in net interest income occur from a combination of changes in the volume
of interest-earning assets and interest-bearing liabilities, and in the rate of
interest earned or paid on them. Table 2-Analysis of Changes in Net Interest
Income illustrates changes in interest income and interest expense attributable
to changes in volume (change in average balance multiplied by prior year rate),
changes in rate (change in rate multiplied by prior year volume), and the net
change in net interest income. The net change attributable to the combined
impact of volume and rate has been allocated to each in proportion to the
absolute dollar amounts of the change. The $3.9 million increase in
taxable-equivalent net interest income from 2004 to 2005 resulted from a $12.3
million increase in interest income and an $8.4 million increase in interest
expense. An increased volume of earning assets contributed to a net $4.7 million
increase in taxable-equivalent net interest income between 2004 and 2005, while
changes in interest rates reduced taxable-equivalent net interest income by
$800,000, resulting in the net increase of $3.9 million.
15
Table 1 - Average Statements of Condition and Net Interest Analysis
December 31
-----------------------------------------------------------------------------------------------------------------------------------
2005 2004 2003
-----------------------------------------------------------------------------------------------------------------------------------
Average Average Average Average Average Average
(dollar amounts in thousands) Balance Interest Yield/Rate Balance Interest Yield/Rate Balance Interest Yield/Rate
-----------------------------------------------------------------------------------------------------------------------------------
ASSETS
Interest-earning assets:
Certificates of deposit,
other banks $ 3,668 $ 89 2.43% $ 9,086 $ 93 1.02% $ 2,829 $ 27 0.95%
Securities (1)
U.S. Government
securities 529,732 20,805 3.93 544,943 21,317 3.91 478,356 18,786 3.93
State and municipal (2) 120,891 6,882 5.69 102,917 6,081 5.91 89,308 5,712 6.40
Other securities (2) 21,072 905 4.29 24,953 566 2.27 29,649 827 2.79
-----------------------------------------------------------------------------------------------------------------------------------
Total securities 671,695 28,592 4.26 672,813 27,964 4.16 597,313 25,325 4.24
Federal funds sold 818 24 2.93 2,281 25 1.14 1,545 16 1.04
Loans, net of unearned
income (3)
Residential real estate 465,124 27,042 5.81 426,116 24,121 5.66 408,084 24,995 6.12
Commercial real estate 349,190 23,923 6.85 290,959 19,015 6.54 235,691 16,345 6.93
Commercial loans (2) 287,455 20,238 7.04 272,954 15,745 5.77 260,628 15,731 6.04
Consumer and other 102,845 8,649 8.41 105,095 8,886 8.46 103,273 9,415 9.12
Lease financing (2) 15,402 988 6.41 21,841 1,426 6.53 22,623 1,568 6.93
-----------------------------------------------------------------------------------------------------------------------------------
Total loans, net of
unearned income 1,220,016 80,840 6.63 1,116,965 69,193 6.19 1,030,299 68,054 6.61
-----------------------------------------------------------------------------------------------------------------------------------
Total interest-
earning assets 1,896,197 109,545 5.78 1,801,145 97,275 5.40 1,631,986 93,422 5.72
-----------------------------------------------------------------------------------------------------------------------------------
Noninterest-earning assets 141,843 138,078 137,762
Total assets $2,038,040 $1,939,223 $1,769,748
===================================================================================================================================
LIABILITIES & SHAREHOLDERS' EQUITY
Deposits:
Interest-bearing deposits
Interest checking,
savings, and money
market $ 733,596 $ 7,519 1.02% $ 774,989 $ 5,527 0.71% $ 726,619 $ 5,871 0.81%
Time Deposits > $100,000 224,248 6,973 3.11 138,056 2,890 2.09 112,752 2,782 2.47
Time Deposits < $100,000 290,370 7,943 2.74 256,612 5,954 2.32 249,722 6,702 2.68
Brokered Time Deposits:
< $100,000 38,545 1,228 3.19 29,691 853 2.87 23,424 788 3.36
-----------------------------------------------------------------------------------------------------------------------------------
Total interest-
bearing deposits 1,286,759 23,663 1.84 1,199,348 15,224 1.27 1,112,517 16,143 1.45
Federal funds purchased and
securities sold under
agreements to repurchase 157,817 4,852 3.07 175,168 4,390 2.51 132,957 3,285 2.47
Other borrowings 70,486 3,171 4.50 81,213 3,713 4.57 88,693 4,065 4.58
-----------------------------------------------------------------------------------------------------------------------------------
Total interest-
bearing liabilities 1,515,062 31,686 2.09 1,455,729 23,327 1.60 1,334,167 23,493 1.76
-----------------------------------------------------------------------------------------------------------------------------------
Noninterest-bearing deposits 323,976 297,627 261,691
Accrued expenses and other
liabilities 22,533 21,002 20,108
-----------------------------------------------------------------------------------------------------------------------------------
Total liabilities 1,861,571 1,774,358 1,615,966
Minority Interest 1,483 1,511 1,519
Shareholders' equity 174,986 163,354 152,263
-----------------------------------------------------------------------------------------------------------------------------------
Total liabilities and
shareholders' equity $2,038,040 $1,939,223 $1,769,748
-----------------------------------------------------------------------------------------------------------------------------------
Interest rate spread 3.69% 3.80% 3.96%
-----------------------------------------------------------------------------------------------------------------------------------
Net interest income/margin
on earning assets $ 77,859 4.11% $ 73,948 4.11% $ 69,929 4.28%
===================================================================================================================================
(1) Average balances and yields on available-for-sale securities are based on
amortized cost.
(2) Interest income includes the tax effects of taxable-equivalent adjustments
using a combined New York State and Federal effective income tax rate of 40% to
increase tax-exempt interest income to a taxable equivalent basis. The tax
equivalent adjustments for 2005, 2004, and 2003 were as follows: $2,838,000,
$2,602,000, and $2,427,000, respectively.
(3) Nonaccrual loans are included in the average loan totals presented above.
Payments received on nonaccrual loans have been recognized as disclosed in "Note
1 Summary of Significant Accounting Policies" in the Notes to Consolidated
Financial Statements in Part II, Item 8. of this Report.
16
Table 2 - Analysis of Changes in Net Interest Income
(in thousands)(taxable equivalent) 2005 vs. 2004 2004 vs. 2003
-----------------------------------------------------------------------------------------------------------------------
Increase (Decrease) Due to Change in Increase (Decrease) Due to Change in
Average Average
Volume Rate Total Volume Rate Total
-----------------------------------------------------------------------------------------------------------------------
INTEREST INCOME:
Certificates of deposit, other banks $ (79) $ 75 $ (4) $ 64 $ 2 $ 66
Federal funds sold (24) 23 (1) 8 1 9
Investments:
Taxable (744) 571 (173) 2,378 (102) 2,276
Tax-exempt 1,029 (228) 801 826 (463) 363
Loans, net:
Taxable 6,692 5,014 11,706 5,357 (4,324) 1,033
Tax-exempt (61) 2 (59) 174 (68) 106
-----------------------------------------------------------------------------------------------------------------------
Total interest income $ 6,813 $ 5,457 $ 12,270 $ 8,807 $ (4,954) $ 3,853
-----------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
Interest-bearing deposits:
Interest checking,
savings, and money market (309) 2,301 1,992 374 (718) (344)
Time 3,370 3,077 6,447 964 (1,539) (575)
Federal funds purchased and
Securities sold under
agreements to repurchase (465) 927 462 1,057 48 1,105
Other borrowings (484) (58) (542) (342) (10) (352)
-----------------------------------------------------------------------------------------------------------------------
Total interest expense $ 2,112 $ 6,247 $ 8,359 $ 2,053 $ (2,219) $ (166)
-----------------------------------------------------------------------------------------------------------------------
Net interest income $ 4,701 $ (790) $ 3,911 $ 6,754 $ (2,735) $ 4,019
=======================================================================================================================
Notes: See notes to Table 1 above.
Provision for Loan/Lease Losses
The provision for loan/lease losses represents management's estimate of the
expense necessary to maintain the reserve for loan/lease losses at an adequate
level. Management has developed a model to measure the amount of estimated loan
loss exposure inherent in the loan portfolio to ensure that an adequate reserve
is maintained. The provision for loan/lease losses was $2.7 million in 2005,
compared to $2.9 million in 2004. The decrease in 2005 is primarily due to
positive trends in asset quality measures. Nonperforming loans/leases were $4.1
million or 0.33% of total loans/leases at December 31, 2005, compared with $7.6
million or 0.65% of total loans/leases at December 31, 2004. The improvement in
nonperforming loans/leases benefited from the return to accruing status of a
large commercial credit based on an improved financial position. Net charge-offs
of $1.5 million in 2005 represented 0.13% of average loans/leases during the
period, compared to net charge-offs of $2.0 million in 2004, representing 0.18%
of average loans/leases. See the section captioned "The Reserve for Loan/Lease
Losses" included within in "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Financial Condition" of this Report for
further analysis of the Company's reserve for loan/lease losses.
Noninterest Income
The Company considers noninterest income an important driver of long-term
revenue growth and a way to reduce earnings volatility that may result from
changes in general market interest rates. Total noninterest income was $30.8
million in 2005, an increase of 10.0% over 2004. Sources of noninterest income
include insurance fees and commissions, service charges on deposit accounts,
trust and investment services, and card services products. The Company has been
able to expand the contribution of noninterest income to total revenues by
developing and introducing new products and by marketing its services across all
of the Company's markets. Noninterest income represented 29.1% of total revenue
in 2005, compared with 28.2% in 2004.
In late 2005, the Company entered into an agreement with NOVA Information
Systems (NOVA) to transfer customer service, processing services, and support
operations for all merchant card processing customers. The agreement calls for
NOVA to receive all future revenue from the Company's current merchant
customers, and resulted in a pre-tax net gain of approximately $3.0 million in
the fourth quarter of 2005. The Company will continue to generate referral fees
and income based on a percentage of net sales revenue from new customers
referred to NOVA. The transaction will have a negative impact on future revenue
of approximately $300,000, but will have a nominal impact on future net income.
The agreement with NOVA will provide the Company's customers with improved
technology for merchant card processing that is available through economies of
scale that NOVA has as one of the largest merchant processing companies in the
country.
17
The Company's agreement with NOVA will also allow the Company to increase its
focus on other fee income businesses such as investment services, wealth
management, brokerage services, and insurance.
Service charges on deposit accounts were up $269,000 or 3.4% to $8.3 million in
2005, compared to $8.0 million in 2004. An increase in the number of transaction
accounts, fee increases, and additional deposit services contributed to the
growth in service charges on deposit accounts in 2005 over 2004. The average
dollar volume of noninterest-bearing accounts increased by 8.9% between 2004 and
2005, from $297.6 million to $324.0 million. The largest component of service
charges on deposit accounts is overdraft fees. Overdraft fees over the past
several years have benefited from the implementation of an automated overdraft
payment program in mid-2002 for personal accounts. This overdraft program was
expanded in mid-2004 to encompass a broader customer base, including commercial
accounts.
Insurance commissions and fees were $7.5 million in 2005, an increase of $1.1
million or 17.3% over 2004. Tompkins Insurance Agencies' acquisition of the
Banfield & Associates, Inc., an insurance agency in Ithaca, New York, at
year-end 2004 contributed to the growth in commission income in 2005 over 2004.
This acquisition also provides an opportunity to offer insurance services to the
customers of Tompkins Trust Company. Additionally, Tompkins Insurance Agencies
has continued its efforts to offer services to customers of The Bank of Castile.
These efforts include locating Tompkins Insurance Agencies representatives in
offices of The Bank of Castile. Tompkins Insurance currently shares 7 office
locations with The Bank of Castile and plans to add representatives to other
offices in 2005.
Trust and investment services generated $5.3 million in revenue in 2005, an
increase of 1.5% over revenue of $5.2 million in 2004. With fees largely based
on the market value and mix of assets managed, the general direction of the
stock market can have a considerable impact on fee income. The market value of
assets managed by, or in custody of, Tompkins Investment Services was $1.5
billion at December 31, 2005, up 2.6% from December 31, 2004. These figures
include $435.2 million and $413.8 million, respectively, of Company-owned
securities where Tompkins Investment Services is custodian. Tompkins Investment
Services generates fee income through managing trust and investment
relationships, managing estates, providing custody services, and managing
investments in employee benefits plans. Services are primarily provided to
customers in the Trust Company's market area of Tompkins County; however,
Tompkins Investment Services representatives also serve clients in The Bank of
Castile and Mahopac National Bank markets. Trends for new business in trust and
investments services remain positive. The number of accounts increased by 7.5%
between December 31, 2005, and December 31, 2004.
Card services income of $2.6 million in 2005 was up $174,000 or 7.0% over income
of $2.5 million in 2004. An increased number of cardholders and higher
transaction volume contributed to the growth in card services income in 2005.
Card services have been a strong contributor to revenues as technology has
created opportunities to better serve customers with new products. Card services
products include traditional credit cards, purchasing cards, debit cards, and
automated teller machines (ATM).
Noninterest income also includes $1.1 million from increases in cash surrender
value of corporate owned life insurance (COLI), down from $1.2 million in 2004.
The COLI relates to life insurance policies covering certain senior officers of
the Company and its subsidiaries. Increases in the cash surrender value of the
insurance are reflected as other noninterest income, net of the related
mortality expense. The Company's average investment in COLI was $25.8 million
during 2005, compared to $23.3 million during 2004. The Company purchased about
$2.1 million in additional COLI in 2005. Although income associated with the
insurance policies is not included in interest income, increases in the cash
surrender value produced a tax-adjusted return of approximately 7.08% in 2005,
8.53% in 2004, and 7.67% in 2003.
The $169,000 increase in other income in 2005 over 2004 was largely driven by a
$207,000 gain on sale of real estate. In 2004, The Bank of Castile relocated its
Warsaw Office to a newly renovated building. The former Warsaw Office building
was sold in 2005 for a gain of $207,000.
The Company has an investment in a small business investment company
partnership, Cephas Capital Partners, L.P. ("Cephas"), totaling $3.4 million at
December 31, 2005 and December 31, 2004. Because the Company's percentage
ownership in Cephas exceeds 20%, the equity method of accounting is utilized,
such that the Company's percentage of Cephas' income is recognized as income on
its investment; and likewise, any loss by Cephas is recognized as a loss on the
Company's investment. For 2005, the Company recognized income from this
investment of $333,000 compared with income of $381,000 in 2004. The Company
believes that as of December 31, 2005, there is no impairment with respect to
this investment.
In late 2005, the Company sold approximately $80 million of available-for-sale
securities as part of a portfolio restructuring that resulted in a pre-tax loss
of approximately $1.5 million. Proceeds from the sale have been primarily used
to acquire higher-yielding securities, which is expected to have a positive
impact on interest income in future periods.
Noninterest Expense
Noninterest expenses for the year ended December 31, 2005, were $62.1 million,
an increase of 6.7% over noninterest expenses of $58.2 million for the year
ended December 31, 2004. Changes in the various components of noninterest
expense are discussed below.
Personnel-related expenses comprise the largest segment of noninterest expense,
representing 58.2% of noninterest expenses in 2005, compared to 58.4% in 2004.
Total personnel-related expenses increased by $2.2 million or 6.4% in 2005, to
$36.1 million from $34.0 million. The increase in personnel-related expenses is
18
concentrated in salaries and wages and reflects an increased number of employees
and salary increases. Average full-time equivalents (FTEs) increased from 578
for the year ended December 31, 2004, to 584 for the year ended December 31,
2005. Tompkins Insurance Agencies' acquisition of Banfield & Associates, Inc. in
late 2004 contributed to the increase in FTEs. Also included in 2005 salaries
and wages was $63,000 resulting from the decision to accelerate unvested stock
options for all non-executives in late 2005. The change in accounting rules for
accounting for stock options will result in an increase in personnel related
expenses in 2006 and future years. Stock option expense related to unvested
stock options outstanding at December 31, 2005, is expected to be approximately
$417,000 (pre-tax) in 2006. Option grants made after December 31, 2005 will add
additional expense under FASB's new accounting standard SFAS No. 123R,
"Share-Based Payments" as discussed in "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Recent Accounting Standards" and
in "Note 1 Summary of Significant Accounting Policies" in Notes to Consolidated
Financial Statements in Part II, Item 8. of this Report.
Also included in personnel-related expenses are post-retirement benefits, which
were also up over prior year. Post-retirement benefits expense did benefit from
a change in the Company's post-retirement health care plan during 2005. Refer to
"Note 11 Employee Benefit Plans" in Notes to Consolidated Financial Statements
in Part II, Item 8. of this Report. The calculation of the expenses and
liability related to pensions and post-retirement benefits requires estimates
and assumptions of key factors including, but not limited to, discount rate,
return on plan assets, future salary increases, and life expectancies of plan
participants. Management considers its accounting policy for pensions and
post-retirement benefits to be a critical accounting policy given the
assumptions that are required. The Company uses an actuarial firm in making
these estimates and assumptions. Changes in these assumptions due to market
conditions, governing laws and regulations, or Company specific circumstances
may result in material changes to the Company's post-retirement expenses and
liabilities.
Expense for premises, furniture, and fixtures totaled $7.7 million in 2005, an
increase of $569,000 or 8.0% over expense of $7.1 million in 2004. Recent
additions to the Company's branch network, including the Mount Kisco office of
Mahopac National Bank, which opened in July 2004, and the opening of the
Tompkins Financial Center in Batavia, New York, in early 2005, as well as higher
real estate taxes, insurance and utility costs contributed to the increased
expenses for bank premises and furniture and fixtures year-over-year.
Marketing expense is up 16.1% in 2005 over 2004. Planned marketing initiatives
for 2005 accounted for the increase in marketing expenditures over the prior
year.
Professional fees totaled $1.5 million in 2005 compared with $1.7 million in
2004. The $184,000 or 11.1% decline in this category is mainly a result of lower
expenses related to the Company's compliance with the internal control over
financial reporting requirements under Section 404 of the Sarbanes-Oxley Act.
External costs for professional services related to the implementation and
compliance with Section 404 were $618,000 in 2004, whereas ongoing compliance
costs in 2005 included the addition of one staff position and $185,000 in costs
related to external professional services.
Software licenses and maintenance expenses were $1.8 million, an increase of
$325,000 or 22.4% over 2004. Increases in annual maintenance contracts
contributed to the increase in this category, as did expenses related to the
implementation of new systems.
Other operating expenses totaled $10.9 million in 2005, which is up 7.1% over
the same period in 2004. The increase was distributed across the following
expense categories: business development, printing and supplies, software
amortization, audits and examinations, and education and training.
The Company's efficiency ratio, defined as operating expense excluding
amortization of intangible assets, divided by tax-equivalent net interest income
plus noninterest income before securities gains and losses (increase in the cash
surrender value of COLI is shown on a tax equivalent basis), was 55.5% in 2005,
compared to 56.1% in 2004. Tax equivalency was based upon a 40% tax rate.
Excluding the tax equivalent adjustments for tax-exempt securities, tax-exempt
loans/leases, and COLI income, the efficiency ratio would be 57.3% in 2005 and
58.0% in 2004.
Minority Interest in Consolidated Subsidiaries
Minority interest expense represents the portion of net income in consolidated
majority-owned subsidiaries that is attributable to the minority owners of a
subsidiary. The Company had minority interest expense of $131,000 in 2005
compared to $133,000 in 2004, related to minority interests in three real estate
investment trusts, which are substantially owned by the Company's banking
subsidiaries.
Income Tax Expense
The provision for income taxes provides for Federal and New York State income
taxes. The 2005 provision was $13.2 million, compared to $12.5 million in 2004.
The increase was primarily due to a higher level of taxable income. The
effective tax rate for the Company decreased in 2005 to 32.3%, from 32.8% in
2004. The decrease in the effective rate in 2005 compared with 2004 is due to
higher levels of tax-advantaged income, such as income from investments in
municipal bonds, economic zone credits, and new market tax credits as well as
additional investments in real estate investment trusts in 2005. Legislation has
been proposed at the State level that would change the tax treatment of
dividends paid by real estate investment trusts ("REIT") and reduce the State
19
tax rate for financial institutions to 6.5%. Each of the Company's banking
subsidiaries is a majority owner in a REIT. If the law is passed in its current
form, the expected impact on the Company would be an increased tax expense of
approximately $632,000.
RESULTS OF OPERATIONS
(Comparison of December 31, 2004 and 2003 results)
General
Net income for the year ended December 31, 2004, was up 5.8% to $25.6 million,
compared to $24.2 million in 2003. On a per share basis, the Company earned
$2.81 per diluted share in 2004, compared to $2.66 per diluted share in 2003. In
addition to growth in earnings per share, key performance measurements for the
Company, include return on average shareholders' equity (ROE) and return on
average assets (ROA). ROE was 15.68% in 2004, compared to 15.90% in 2003, while
ROA was 1.32% in 2004, down from 1.37% in 2003. The declines in ROA and ROE
reflect the fact that total assets and total equity grew more rapidly in 2004
than did net income. Despite modest declines in these performance measures, ROA
and ROE for Tompkins continue to compare favorably to bank holding company peer
ratios widely available from the Federal Reserve Board.
The low interest rate environment in 2003 and 2004 and the narrow spread between
short-term rates and long-term rates made 2004 a challenging year. Over the past
two years, yields on the Company's earning assets have moved downward more
rapidly than the interest cost on the Company's interest-bearing liabilities.
Consequently, the Company experienced a compression of its net interest margin
over the past two years. To offset the effects of a compressed net interest
margin, the Company focused on growing its earning asset base, including both
loans and securities, and on expanding its fee based revenue streams. The
Company was successful in growing its loans portfolio by 9.6% and its core
deposits (time deposits less time deposits of $100,000 or more, brokered
deposits and municipal money market deposits) by 6.7% year-over-year and
expanding its key fee income categories as discussed below.
Net Interest Income
Table 1-Average Statements of Condition and Net Interest Analysis above
illustrates the trend in average interest-earning assets and interest-bearing
liabilities, and the corresponding yield or cost associated with each.
Taxable-equivalent net interest income improved to $73.9 million in 2004, up
from $69.9 million in 2003. Taxable-equivalent net interest income benefited
from growth in earning assets, an improved mix of earning assets, and growth in
deposits. The 125 basis point increase in the prime rate in 2004 had a favorable
impact on commercial loan yields as the Company's prime rate based loans
repriced upwards. The low interest rate environment and the narrower spread
between short-term rates and long-term rates resulted in a decrease in the net
interest margin from 4.28% in 2003, to 4.11% in 2004. The yield on average
earning assets decreased from 5.72% for the fiscal year ended December 31, 2003,
to 5.40% for fiscal 2004. The cost of interest bearing liabilities decreased
from 1.76% to 1.60% over the same time period.
Average earning assets increased by $169.2 million or 10.4% in 2004, from $1.6
billion to $1.8 billion. Growth in average earning assets included growth in
both loans and securities. Average loans grew by $86.7 million, which included a
$73.3 million increase in average real estate loans, a $12.3 million increase in
average commercial loans, and a $1.8 million increase in consumer and other
loans. The 2004 growth in real estate loans is net of $14.7 million of loan
sales to Federal agencies.
Average securities (excluding changes in unrealized gains and losses on
available-for-sale securities) increased by $75.5 million between 2003 and 2004.
Growth in the securities portfolio includes a $35.2 million increase in average
U.S. Government mortgage-backed securities, a $31.3 million increase in average
U.S. Government agency securities, and a $13.6 million increase in municipal
securities. The upward movement in interest rates in 2004 contributed to slower
prepayments on mortgage-backed securities in 2004 than in 2003. Consequently,
premium amortizations on mortgage-backed securities were lower in 2004 than in
2003. For the year ended December 31, 2004, net premium/discount amortizations
on securities totaled $2.2 million compared with $3.9 million in 2003.
Core deposits, which include demand deposits, savings accounts, non-municipal
money market accounts, and time deposits less than $100,000, represent the
Company's largest and lowest cost funding source. Average core deposits
increased by 8.2% from $1.1 billion in 2003 to $1.2 billion in 2004, providing
funding support for average earning asset growth. Core deposit growth included a
$35.9 million or 13.7% increase in noninterest bearing deposits from $261.7
million to $297.6 million. Additions to the Company's branch network contributed
to the increase in deposits.
Non-core funding sources, which include time deposits of $100,000 or more,
brokered deposits, municipal money market deposits, Federal funds purchased,
securities sold under repurchase agreements, and other borrowings provided
additional sources of funding to support asset growth. Average balances on these
non-core funding sources increased by $68.1 million from $510.1 million at
year-end 2003, to $578.2 million at year-end 2004. A primary component of
non-core funding sources for the Company is municipal money market accounts with
an average balance of $154.1 million during 2004, compared with $152.3 million
during 2003. Average time deposits of $100,000 or more increased by $25.3
million to $138.1 million at year-end 2004. There was some upward movement in
interest rates on some time deposit categories during the latter half of 2004,
which contributed to the growth in this deposit category. The Company has used
borrowings, mainly securities sold under agreements to repurchase with the
Federal Home Loan Bank (FHLB), to fund asset growth. The Company used FHLB
advances to fund purchases of investment securities and was able to capitalize
on the spread between the yield earned on the investment securities and the cost
of the FHLB advances. While these transactions benefited net interest income,
the lower yielding investment securities relative to loan yields had a negative
effect on net interest margin.
20
Table 2-Analysis of Changes in Net Interest Income above illustrates changes in
interest income and interest expense attributable to changes in volume (change
in average balance multiplied by prior year rate), changes in rate (change in
rate multiplied by prior year volume), and the net change in net interest
income. The net change attributable to the combined impact of volume and rate
has been allocated to each in proportion to the absolute dollar amounts of the
change. The $4.0 million increase in taxable-equivalent net interest income from
2003 to 2004 included a $3.8 million increase in interest income and a $200,000
decrease in interest expense. An increased volume of earning assets contributed
to a $6.7 million increase in taxable-equivalent net interest income between
2003 and 2004, while changes in interest rates reduced taxable-equivalent net
interest income by $2.7 million, resulting in the net increase of $4.0 million.
Provision for Loan/Lease Losses
The provision for loan/lease losses was $2.9 million in 2004, compared to $2.5
million in 2003. The increase in 2004 was primarily due to continued growth in
the loan/lease portfolio, as well as the changing composition of the loan/lease
portfolio, which includes increased levels of commercial loans and commercial
real estate loans. Nonperforming loans/leases were $7.6 million at December 31,
2004, representing 0.65% of total loans/leases. Nonperforming loans/leases were
$7.6 million at December 31, 2003, representing 0.71% of total loans/leases. Net
charge-offs of $2.0 million in 2004 represented 0.18% of average loans/leases
during the period, compared to net charge-offs of $2.5 million in 2003,
representing 0.24% of average loans/leases. The weakness in the Western New York
economy contributed to the $2.0 million in net loan/lease charge-offs in 2004
and the $2.5 million in net loan/lease charge-offs in 2003.
Noninterest Income
Noninterest income for 2004 was $28.0 million, an increase of 10.8% over 2003.
Growth in noninterest income was moderated by the fact that 2003 results
included $970,000 in gains on the sales of loans, compared to $240,000 in gains
on the sales of loans in 2004. The growth trends for key fee generating business
activities were positive for the year. The Company increased its noninterest
income to 28.2% of total revenue in 2004, from 27.2% in 2003.
Trust and investment services generated $5.2 million in revenue in 2004, an
increase of 20.5% over revenue of $4.3 million in 2003. Solid new business
generation and generally better equity market conditions contributed to the
increase in trust fee income. The market value of assets managed by, or in
custody of, Tompkins Investment Services increased by $105.3 million or 7.6% to
$1.5 billion at December 31, 2004, from $1.4 billion at December 31, 2003.
Strong estate management fees in 2004 also contributed to the revenue growth.
Service charges on deposit accounts were up $767,000 or 10.6% to $8.0 million in
2004, compared to $7.2 million in 2003. An increase in the number of transaction
accounts, fee increases, and additional deposit services contributed to the
growth in service charges on deposit accounts in 2004 over 2003. The average
dollar volume of noninterest-bearing accounts increased by $35.9 million between
2003 and 2004, from $261.7 million to $297.6 million, while interest-bearing
checking, savings and money market accounts increased by $48.4 million over the
same period, from $726.6 million to $775.0 million. Overdraft fees, the largest
component of service charges on deposit accounts, benefited from the
implementation of an automated overdraft payment program in mid-2002 for
personal accounts. This overdraft program was expanded in mid-2004 to encompass
a broader customer base, including commercial accounts.
Insurance commissions and fees were $6.4 million in 2004, an increase of $1.1
million or 21.1% over 2003. Tompkins Insurance Agencies' acquisition of an
insurance agency in late 2003 contributed to the growth in commission income in
2004 over 2003. Additionally, Tompkins Insurance Agencies continued its efforts
to offer services to customers of The Bank of Castile by locating Tompkins
Insurance Agencies representatives in offices of The Bank of Castile. Tompkins
Insurance shared 4 office locations with The Bank of Castile. Tompkins
Insurance's late 2004 acquisition of Banfield & Associates, a small insurance
agency in Ithaca, New York, provided an opportunity to offer insurance services
to the customers of Tompkins Trust Company.
Card services income of $2.5 million in 2004 was up $198,000 or 8.7% over income
of $2.3 million in 2003. An increased number of cardholders and higher
transaction volume contributed to the growth in card services income in 2004.
Card services have been a strong contributor to revenues as technology has
created opportunities to better serve customers with new products.
Noninterest income also includes $1.2 million from increases in cash surrender
value of corporate owned life insurance (COLI), up from $1.0 million in 2003.
The increase in earnings in 2004 compared to 2003 reflects improved returns on
the insurance assets and the payoff of certain loans against these policies. The
Company's average investment in COLI was $23.3 million during 2004, compared to
$22.0 million during 2003. The Company repaid approximately $449,000 of policy
loans in 2003. Although income associated with the insurance policies is not
included in interest income, increases in the cash surrender value produced a
tax-adjusted return of approximately 8.53% in 2004, 7.67% in 2003, and 9.08% in
2002.
Net gains from loan sales fell significantly in 2004, as the interest rate
environment was not as favorable for loan originations and sales as that in
2003. Loans sold in the secondary market are typically longer term fixed rate
residential mortgage loans. With the rising interest rate environment, fixed
rate loan production including the refinancing of loans currently serviced by
the Company slowed considerably in 2004, resulting in a lower volume of loan
sales. The volume of loan sales fell from $52.6 million in 2003 to $14.7 million
in 2004, while net gains on loan sales totaled $240,000 in 2004 compared to
$970,000 in 2003.
21
The Company has an investment in a small business investment company
partnership, Cephas Capital Partners, L.P. ("Cephas"), totaling $3.4 million at
December 31, 2004, a decrease from $3.5 million at December 31, 2003. For 2004,
the Company recognized income from this investment of $381,000 compared with
income of $350,000 in 2003. The Company believes that as of December 31, 2004,
there is no impairment with respect to this investment.
Noninterest Expense
Noninterest expenses for the year ended December 31, 2004, were $58.2 million,
an increase of 8.1% over noninterest expenses of $53.9 million for the year
ended December 31, 2003. Changes in the various components of noninterest
expense are discussed below.
Personnel-related expenses comprise the largest segment of noninterest expense,
representing 58.4% of noninterest expenses in 2004, compared to 57.5% in 2003.
Total personnel-related expenses increased by $3.0 million or 9.8% in 2004, to
$34.0 million from $31.0 million. The increase in personnel-related expenses is
mainly concentrated in salaries and wages and reflects an increased number of
employees and salary increases. Average full-time equivalents (FTEs) increased
from 546 for the year ended December 31, 2003, to 578 for the year ended
December 31, 2004. The increase in employees is associated primarily with
staffing of new offices, including the Auburn, New York office (July 2003) of
the Trust Company and the Mt. Kisco, New York office (June 2004) of Mahopac
National Bank, and Tompkins Insurance Agencies' acquisition of Youngs & Linfoot,
Inc., a small insurance agency, in late 2003.
Expense for premises, furniture, and fixtures totaled $7.1 million in 2004, an
increase of $472,000 or 7.1% over expense of $6.7 million in 2003. The additions
to the Company's branch network mentioned above, as well as higher taxes,
insurance and utilities contributed to the increase in bank premises and
furniture and fixture expense.
External expenses related to the Company's efforts to comply with Section 404 of
the Sarbanes-Oxley Act totaled $618,000 in 2004 compared with $50,000 in 2003.
Approximately $405,000 of the $618,000 was included in professional fees and
contributed to the increase in professional fees from $869,000 in 2003 to $1.7
million in 2004. The remaining $213,000 of expenses related to Sarbanes-Oxley is
included in other operating expenses.
Software licensing and maintenance expenses totaled $1.5 million in 2004, an
increase of $272,000 or 23.1% over 2003. The increase reflects upgrades to our
mainframe computer system.
Other operating expenses were $11.4 million for the 12 months ended December 31,
2004, which were in line with the $11.5 million in 2003. This expense category
includes postage and courier, printing and supplies, card services, and audits
and examinations. Audit and examination fees were up due to the additional
requirements associated with the implementation of the Company's internal
control over financial reporting process under Section 404 of Sarbanes-Oxley.
Other losses were down $200,000, as operating expenses for 2003 included
approximately $400,000 of losses resulting from fraudulent credit card
transactions perpetrated against Tompkins Trust Company and several other banks
in the third quarter of 2003.
The Company's efficiency ratio, defined as operating expense excluding
amortization of intangible assets, divided by tax-equivalent net interest income
plus noninterest income before securities gains and losses (increase in the cash
surrender value of COLI is shown on a tax equivalent basis), was 56.1% in 2004,
compared to 55.7% in 2003. Tax equivalency was based upon a 40% tax rate.
Excluding the tax equivalent adjustments for tax-exempt securities, tax-exempt
loans/leases, and COLI income, the efficiency ratio would be 58.0% in 2004 and
57.3% in 2003.
Minority Interest in Consolidated Subsidiaries
The Company had minority interest expense of $133,000 in 2004 compared to
$134,000 in 2003, related to minority interests in three real estate investment
trusts, which are substantially owned by the Company's banking subsidiaries. In
2004, the Trust Company purchased 50 shares of its real estate investment trust
from the minority owners.
Income Tax Expense
The provision for income taxes provides for Federal and New York State income
taxes. The 2004 provision was $12.5 million, compared to $12.1 million in 2003.
The increase was primarily due to a higher level of taxable income. The
effective tax rate for the Company decreased in 2004 to 32.8%, from 33.3% in
2003. The reduced rate reflects the effects of increased tax-exempt income from
loans and leases, securities, and life insurance policies as well as an increase
in assets in its real estate investment trusts in 2004.
FINANCIAL CONDITION
During 2005, total assets grew by $136.6 million or 6.9% to $2.1 billion at
December 31, 2005, compared to $2.0 billion at December 31, 2004. Table
3-Balance Sheet Comparisons below provides a comparison of average and year-end
balances of selected balance sheet categories over the past three years, and the
change in those balances between 2004 and 2005. Over the past several years, the
Company has focused on growing average earning assets to increase net interest
income and offset the negative impact of a narrowing spread between the yield on
earning assets and the cost of interest bearing liabilities. Earning asset
growth in 2005 consisted of a $99.2 million increase in loans, mainly commercial
real estate, residential real estate, and commercial loans. Loan growth is net
22
of $16.5 million in sales of fixed rate residential mortgage loans in 2005. A
more detailed discussion of the loan portfolio is provided below in this section
under the caption "Loan/Leases".
The Company's investment portfolio (excluding fair value adjustments on
available-for-sale securities) was up 1.6% to approximately $669.4 million at
year-end 2005. The Company sold roughly $80 million of available-for-sale
securities in the fourth quarter of 2005 at a pre-tax loss of $1.5 million to
restructure its investment portfolio. The proceeds from the sale were reinvested
in higher yielding securities, mainly mortgage-backed securities and
collateralized mortgage obligations. The current interest rate environment has
limited opportunities to acquire securities at favorable yields, spreads over
funding costs, and risk profiles. Consequently, the Company has used cash flow
to reduce borrowings.
Deposit growth generated by the Company's branch network has supported the
majority of the growth in earning assets. Core deposits remain the primary
source of funding with core deposits increasing by $46.3 million or 3.9% to $1.2
billion at year-end 2005. Time deposits of $100,000 and more increased $145.7
million or 97.1%, to $295.7 million at year-end 2005, from $150.1 million at
year end 2004. The Company also uses wholesale funding sources, which include
borrowings and securities sold under agreements to repurchase, to support asset
growth. These funding sources remained level between year-end 2005 and year-end
2004 at $216.3 million and $217.0 million, respectively. Refer to "Note 9
Securities Sold Under Agreements to Repurchase and Federal Funds Purchased" and
"Note 10 Other Borrowings" in Notes to Consolidated Financial Statements in Part
II, Item 8. of this Report on Form 10-K for further details on these funding
sources.
Table 3 - Balance Sheet Comparisons
AVERAGE BALANCE SHEET
Change (2004-2005)
(in thousands) 2005 2004 2003 Amount Percentage
--------------------------------------------------------------------------------------------------------------------------
Total assets $ 2,038,040 $ 1,939,223 $ 1,769,748 $ 98,817 5.10%
Earning assets * 1,896,197 1,801,145 1,631,986 95,052 5.28%
Total loans and leases, less unearned income
and net deferred costs and fees 1,220,016 1,116,965 1,030,299 103,051 9.23%
Securities * 671,695 672,813 597,313 (1,118) -0.17%
Core deposits ** 1,221,082 1,175,110 1,085,731 45,972 3.91%
Time deposits of $100,000 and more 224,248 138,056 112,752 86,192 62.43%
Federal funds purchased and securities
sold under agreements to repurchase 157,817 175,168 132,957 (17,351) -9.91%
Other borrowings 70,486 81,213 88,693 (10,727) -13.21%
Shareholders' equity 174,986 163,354 152,263 11,632 7.12%
--------------------------------------------------------------------------------------------------------------------------
ENDING BALANCE SHEET
Change (2004-2005)
(in thousands) 2005 2004 2003 Amount Percentage
--------------------------------------------------------------------------------------------------------------------------
Total assets $ 2,106,870 $ 1,970,295 $ 1,864,446 136,575 6.93%
Earning assets * 1,944,124 1,832,042 1,714,995 112,082 6.12%
Total loans and leases, less unearned income
and net deferred costs and fees 1,271,349 1,172,148 1,069,140 99,201 8.46%
Securities * 669,414 658,872 636,639 10,542 1.60%
Core deposits ** 1,248,314 1,201,988 1,126,101 46,326 3.85%
Time deposits of $100,000 and more 295,746 150,076 105,102 145,670 97.06%
Federal funds purchased and securities
sold under agreements to repurchase 152,651 153,715 187,908 (1,064) -0.69%
Other borrowings 63,673 63,303 87,111 370 0.58%
Shareholders' equity 181,221 171,002 158,970 10,219 5.98%
==========================================================================================================================
* Balances of available-for-sale securities are shown at amortized cost.
** Core deposits equal total deposits less time deposits of $100,000 and more,
brokered deposits, and municipal money market deposits.
Shareholders' Equity
The Consolidated Statements of Changes in Shareholders' Equity included in the
Consolidated Financial Statements of the Company contained in Part II, Item 8.
of this Report, detail the changes in equity capital, including payments to
shareholders in the form of cash dividends. The Company continued its long
history of increasing cash dividends with a per share increase of 7.3% in 2005,
which follows an increase of 7.9% in 2004. Dividends per share amounted to $1.17
in 2005, compared to $1.09 in 2004, and $1.01 in 2003. Cash dividends paid
represented 37.9%, 38.1%, and 37.3% of after-tax net income in each of 2005,
2004, and 2003, respectively.
23
Total shareholders' equity was up $10.2 million or 6.0% to $181.2 million at
December 31, 2005, from $171.0 million at December 31, 2004. On February 15,
2005, the Company paid a 10% stock dividend. The stock dividend has no impact on
the Company's total equity capital, but does result in a reallocation of equity,
primarily by reducing undivided profits and increasing surplus. Undivided
profits were down $25.3 million between year-end 2004 and year-end 2005, from
$94.5 million to $69.2 million, while surplus increased by $42.8 million, from
$75.8 million at December 31, 2004, to $118.7 million at December 31, 2005,
mainly due to the 10% stock dividend. The decrease in accumulated other
comprehensive income (loss) is due to an increase in unrealized losses on
available-for-sale securities largely driven by increases in short-term interest
rates.
On July 27, 2004, the Company's board of directors approved a stock repurchase
plan (the "2004 Plan") to replace the 2002 Plan, which expired in July 2004. The
2004 Plan authorizes the repurchase of up to 440,000 shares of the Tompkins
outstanding common stock over a two-year period. No shares were repurchased
under the 2004 Plan in 2004. In 2005, the Company repurchased 21,984 shares
under the 2004 Plan, all during the second quarter 2005, at an average price of
$40.79.
Total shareholders' equity was up $12.0 million or 7.6% to $171.0 million at
December 31, 2004, from $159.0 million at December 31, 2003. Undivided profits
were up $15.8 million between year-end 2003 and year-end 2004, from $78.7
million to $94.5 million. Surplus decreased by $1.1 million, from $76.9 million
at December 31, 2003, to $75.8 million at December 31, 2004, as the Company
repurchased shares through its 2002 stock repurchase plan, which expired in July
2004. The decrease in accumulated other comprehensive income is due to a
decrease in unrealized gains on available-for-sale securities largely due to
increases in short-term interest rates.
The Company and its subsidiary banks are subject to quantitative capital
measures established by regulation to ensure capital adequacy. Consistent with
the objective of operating a sound financial organization, the Company and its
subsidiary banks maintain capital ratios well above regulatory minimums, as
detailed in "Note 17 Regulations and Supervision" in Notes to Consolidated
Financial Statements in Part II, Item 8. of this Report on Form 10-K.
Securities
The Company's securities portfolio (excluding fair value adjustments on
available-for-sale securities) at December 31, 2005, was $669.4 million,
reflecting an increase of 1.6% from $658.9 million at December 31, 2004. "Note 2
Securities" in Notes to Consolidated Financial Statements in Part II, Item 8. of
this Report, details the types of securities held, the carrying and fair values,
and the contractual maturities as of December 31, 2005 and 2004. The amortized
cost and fair value of the Company's securities portfolio at December 31, 2003,
is presented in the table below. Qualified tax-exempt debt securities, primarily
obligations of state and political subdivisions, were $129.5 million at December
31, 2005, or 19.3% of total securities, compared to $112.3 million, or 17.0% of
total securities at December 31, 2004. Mortgage-backed securities, consisting
mainly of securities issued by U.S. Government agencies, totaled $321.2 million
at December 31, 2005, compared to $300.4 million at December 31, 2004.
Available-for-Sale Securities
--------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
December 31, 2003 (in thousands) Cost Gains Losses Value
--------------------------------------------------------------------------------------------------------------------
Obligations of U.S. Government sponsored agencies $ 223,807 $ 1,652 $ 1,626 $ 223,833
Obligations of states and political subdivisions 48,222 2,138 89 50,271
Mortgage-backed securities 299,429 4,562 1,324 302,667
U.S. corporate securities 3,001 0 287 2,714
--------------------------------------------------------------------------------------------------------------------
Total debt securities 574,459 8,352 3,326 579,485
Equity securities 12,652 0 0 12,652
--------------------------------------------------------------------------------------------------------------------
Total available-for-sale securities $ 587,111 $ 8,352 $ 3,326 $ 592,137
====================================================================================================================
Available-for-sale securities include $12.4 million in nonmarketable equity
securities, which are carried at cost since fair values are not readily
determinable. This figure includes $10.9 million of Federal Home Loan Bank
(FHLB) stock, and $720,000 of Federal Reserve Bank (FRB) stock, which are
required to be held for regulatory purposes and for borrowings availability. The
required investment in FHLB stock is tied to the Company's borrowing levels with
the FHLB. Substantially all of the above mortgage-backed securities are direct
pass through securities or collateralized mortgage obligations issued or backed
by Federal agencies.
Held-to-Maturity Securities
--------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
December 31, 2003 (in thousands) Cost Gains Losses Value
--------------------------------------------------------------------------------------------------------------------
Obligations of states and political subdivisions $ 49,528 $ 1,939 $ 26 $ 51,441
--------------------------------------------------------------------------------------------------------------------
Total held-to-maturity debt securities $ 49,528 $ 1,939 $ 26 $ 51,441
====================================================================================================================
24
The amortized cost and fair value of debt securities by contractual maturity are
shown in the following table. Expected maturities will differ from contractual
maturities because issuers may have the right to call or prepay obligations with
or without call or prepayment penalties.
Management's policy is to purchase investment grade securities that, on average,
have relatively short expected durations. This policy helps mitigate interest
rate risk and provides sources of liquidity without significant risk to capital.
A large percentage of securities are direct obligations of the Federal
government and its agencies. Expected maturities will differ from contractual
maturities presented in Table 4-Maturity Distribution below, because issuers may
have the right to call or prepay obligations with or without penalty and
mortgage-backed securities will pay throughout the periods prior to contractual
maturity. The contractual maturity distribution of debt securities and
mortgage-backed securities as of December 31, 2005, along with the weighted
average yield of each category, is presented in Table 4-Maturity Distribution
below. Balances are shown at amortized cost and weighted average yields are
calculated on a fully taxable-equivalent basis.
Table 4 - Maturity Distribution
As of December 31, 2005
----------------------------------------------------------------------------------------------------------------------
Securities Securities
Available-for-Sale * Held-to-Maturity
----------------------------------------------------------------------------------------------------------------------
(dollar amounts in thousands) Amount Yield (FTE) Amount Yield (FTE)
----------------------------------------------------------------------------------------------------------------------
Obligations of U.S. Government sponsored agencies
Within 1 year $ 0 0.00% $ 0 0.00%
Over 1 to 5 years 175,247 3.96% 0 0.00%
Over 5 to 10 years 25,476 4.66% 0 0.00%
Over 10 years 5,000 5.50% 0 0.00%
----------------------------------------------------------------------------------------------------------------------
$ 205,723 4.08% $ 0 0.00%
----------------------------------------------------------------------------------------------------------------------
State and political subdivisions
Within 1 year $ 5,377 5.18% $ 35,148 4.41%
Over 1 to 5 years 18,433 5.62% 21,869 4.88%
Over 5 to 10 years 21,553 5.82% 21,213 5.83%
Over 10 years 1,458 6.11% 4,428 7.08%
----------------------------------------------------------------------------------------------------------------------
$ 46,821 5.68% $ 82,658 5.04%
----------------------------------------------------------------------------------------------------------------------
Mortgage-backed securities
Within 1 year $ 0 0.00% $ 0 0.00%
Over 1 to 5 years 23,733 4.03% 0 0.00%
Over 5 to 10 years 123,280 4.38% 0 0.00%
Over 10 years 174,155 4.81% 0 0.00%
----------------------------------------------------------------------------------------------------------------------
$ 321,168 4.59% $ 0 0.00%
----------------------------------------------------------------------------------------------------------------------
Other securities
Within 1 year $ 0 0.00% $ 0 0.00%
Over 1 to 5 years 0 0.00% 0 0.00%
Over 5 to 10 years 0 0.00% 0 0.00%
Over 10 years 2,500 6.77% 0 0.00%
Equity securities 10,544 4.06% 0 0.00%
----------------------------------------------------------------------------------------------------------------------
$ 13,044 4.58% $ 0 0.00%
----------------------------------------------------------------------------------------------------------------------
Total securities
Within 1 year $ 5,377 5.18% $ 35,148 4.41%
Over 1 to 5 years 217,413 4.11% 21,869 4.88%
Over 5 to 10 years 170,309 4.60% 21,213 5.83%
Over 10 years 183,113 4.86% 4,428 7.08%
Equity securities 10,544 4.06% 0 0.00%
----------------------------------------------------------------------------------------------------------------------
$ 586,756 4.50% $ 82,658 5.04%
======================================================================================================================
* Balances of available-for-sale securities are shown at amortized cost.
At December 31, 2005, there were no holdings of any one issuer, other than the
U.S. Government sponsored agencies, in an amount greater than 10% of the
Company's shareholders' equity.
25
Loans/Leases
Total loans and leases, net of unearned income and net deferred loan fees and
costs, grew 8.5%, to $1.3 billion at December 31, 2005 from $1.2 billion at
December 31, 2004. Table 5-Loan/Lease Classification Summary below details the
composition and volume changes in the loan/lease portfolio over the past five
years.
Table 5 - Loan/Lease Classification Summary
As of December 31,
(in thousands) 2005 2004 2003 2002 2001
--------------------------------------------------------------------------------------------------------------------------
Residential real estate $ 475,155 $ 451,014 $ 404,487 $ 391,120 $ 327,987
Commercial real estate 347,443 296,614 242,248 196,517 168,452
Real estate construction 30,309 27,163 21,788 26,110 25,112
Commercial 306,410 277,082 275,666 256,010 237,483
Consumer and other 100,249 100,971 104,647 103,853 111,880
Leases 14,864 23,121 24,340 25,511 21,787
--------------------------------------------------------------------------------------------------------------------------
Total loans and leases 1,274,430 1,175,965 1,073,176 999,121 892,701
Less: unearned income and deferred costs
and fees (3,081) (3,817) (4,036) (3,775) (2,859)
--------------------------------------------------------------------------------------------------------------------------
Total loans and leases, net of unearned income
and deferred costs and fees $ 1,271,349 $ 1,172,148 $ 1,069,140 $ 995,346 $ 889,842
--------------------------------------------------------------------------------------------------------------------------
Residential real estate loans of $475.2 million increased by $24.1 million or
5.4% in 2005, from $451.0 million in 2004, and comprised 37.3% of total loans
and leases at December 31, 2005. A low interest rate environment coupled with
new branch offices contributed to the growth in the residential portfolio. The
growth in residential loans in 2005 is net of $16.5 million of loan sales to
Federal agencies.
Residential real estate mortgage loans are generally underwritten in accordance
with secondary market guidelines to enhance the liquidity of these generally
longer-term assets. As part of its asset/liability management strategy the
Company may sell certain residential mortgage loans in the secondary market.
During 2005, 2004, and 2003, the Company sold residential mortgage loans
totaling $16.5 million, $14.7 million, and $52.6 million, respectively, and
realized gains on these sales of $238,000, $240,000, and $970,000, respectively.
When residential mortgage loans are sold or securitized, the Company typically
retains all servicing, providing the Company with a source of fee income. In
connection with the sales in 2005, 2004, and 2003, the Company recorded
mortgage-servicing assets of $98,000, $95,200, and $688,000, respectively.
Amortization of mortgage servicing amounted to $127,000 in 2005, $168,000 in
2004 and $343,000 in 2003. Residential mortgage loans serviced for others
totaled $135.6 million at December 31, 2005, compared to $138.8 million at
December 31, 2004. Capitalized mortgage servicing rights totaled $949,000 at
December 31, 2005, and $978,000 at December 31, 2004, and are reported as
intangible assets on the consolidated statements of condition.
Commercial real estate loans increased by $50.8 million, or 17.1%, in 2005 over
2004, from $296.6 million in 2004 to $347.4 million in 2005. Commercial real
estate loans of $347.4 million represented 27.3% of total loans and leases at
December 31, 2005. Commercial loans totaled $306.4 million at December 31, 2005,
which is a 10.6% increase from commercial loans of $277.1 million at December
31, 2004. Growth in commercial lending, including commercial real estate
reflects a continued emphasis on commercial lending. Management believes that
the Company's community banking strategy can provide value to small business
customers, while commercial lending products are typically attractive to the
Company from a yield and interest rate risk perspective.
The consumer loan portfolio includes personal installment loans, indirect
automobile financing, credit card loans, and overdraft lines of credit. The
Company faces significant competition from local and national lenders as well as
auto finance companies for consumer lending products. Consumer and other loans
were $100.2 million at December 31, 2005, down from $101.0 million at December
31, 2004.
The lease portfolio decreased by 35.7% to $14.9 million at December 31, 2005
from $23.1 million at December 31, 2004. The lease portfolio has traditionally
consisted of leases on vehicles for consumers and small businesses. Competition
for automobile financing has led to a decline in the consumer lease portfolio
over the past several years. Management continues to focus on leasing
opportunities, primarily commercial leasing and municipal leasing, which have
been the primary sources of new business in the lease portfolio. As of December
31, 2005, commercial leases and municipal leases represented 99.8% of total
leases, while consumer leases made up the remaining 0.2%. As of December 31,
2004, commercial leases and municipal leases represented 98.5% of total leases,
while consumer leases made up the remaining 1.5%.
The Company's loan/lease customers are located primarily in the upstate New York
communities served by its three subsidiary banks. The Trust Company operates
fourteen banking offices in the counties of Tompkins, Cayuga, Cortland, and
26
Schuyler, New York. The Bank of Castile operates thirteen banking offices in
towns situated in and around the areas commonly known as the Letchworth State
Park area and the Genesee Valley region of New York State. Mahopac National Bank
is located in Putnam County, New York and operates four banking offices in that
county, two full service offices in neighboring Dutchess County, New York and
one full service office in Westchester County, New York. Other than general
economic risks, management is not aware of any material concentrations of credit
risk to any industry or individual borrower. Further information on the
Company's lending activities, including related party transactions, is provided
in "Note 4 Loan/Lease Classification Summary and Related Party Transactions" in
Notes to Consolidated Financial Statements in Part II, Item 8. of this Report.
The Reserve for Loan/Lease Losses
Management reviews the adequacy of the reserve for loan/lease losses (reserve)
on a regular basis. Management considers the accounting policy relating to the
reserve to be a critical accounting policy, given the inherent uncertainty in
evaluating the levels of the reserve required to cover credit losses in the
portfolio and the material effect that assumptions could have on the Company's
results of operations. Factors considered in determining the adequacy of the
reserve and the related provision include: management's approach to granting new
credit; the ongoing monitoring of existing credits by the internal and external
loan review functions; the growth and composition of the loan/lease portfolio;
comments received during the course of independent examinations; current local
economic conditions; past due and nonperforming loan statistics; the impact of
competition on loan structuring and pricing; the estimated values of collateral;
and a historical review of loan/lease loss experience.
The Company has developed a methodology to measure the amount of estimated loan
loss exposure inherent in the loan portfolio to ensure that an adequate reserve
is maintained. The methodology includes an estimate of exposure for the
following: specifically reviewed and graded loans, historical loss experience by
product type, past due and nonperforming loans, and other internal and external
factors such as local and regional economic conditions, growth trends, and
credit policy and underwriting standards. The methodology includes a review of
loans considered impaired in accordance with the Statement of Financial
Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of
a Loan", as well as other commercial loans and commercial mortgage loans that
are evaluated using an internal rating system. An estimated exposure amount is
assigned to these internally reviewed credits based upon a review of the
borrower's financial condition, payment history, collateral adequacy, and
business conditions. For commercial loans and commercial mortgage loans not
specifically reviewed, and for homogenous loan portfolios such as residential
mortgage loans and consumer loans, estimated exposure amounts are assigned based
upon historical loss experience, past due status, and management's judgment of
the effects of recent and forecasted economic conditions on portfolio
performance. Lastly, additional reserves are maintained based upon management
judgment and assessment of other quantitative and qualitative factors such as
regional and local economic conditions, concentrations of credit, industry
concerns, adverse market changes in estimated or appraised collateral value, and
portfolio growth trends.
Since the methodology is based upon historical experience and trends as well as
management's judgment, factors may arise that result in different estimations.
Significant factors that could give rise to changes in these estimates may
include, but are not limited to, changes in economic conditions in the local
area, concentration of risk, changes in interest rates, and declines in local
property values. While management's evaluation of the reserve for loan/lease
losses as of December 31, 2005, considers the reserve to be adequate, under
adversely different conditions or assumptions, the Company would need to
increase the reserve.
The allocation of the Company's reserve as of December 31, 2005, and each of the
previous four years is illustrated in Table 6- Allocation of the Reserve for
Loan/Lease Losses, below.
27
Table 6 - Allocation of the Reserve for Loan/Lease Losses
December 31
(dollar amounts in thousands) 2005 2004 2003 2002 2001
----------------------------------------------------------------------------------------------------------------
Total loans outstanding at end of year $1,271,349 $1,172,148 $1,069,140 $ 995,346 $ 889,842
----------------------------------------------------------------------------------------------------------------
ALLOCATION OF THE RESERVE BY
LOAN TYPE:
Commercial $ 5,354 $ 5,871 $ 5,872 $ 4,349 $ 3,011
Real estate 5,357 3,947 2,909 2,809 2,755
Consumer and all other 2,850 2,731 2,904 2,912 2,976
Unallocated 116 0 0 1,634 1,964
----------------------------------------------------------------------------------------------------------------
Total $ 13,677 $ 12,549 $ 11,685 $ 11,704 $ 10,706
----------------------------------------------------------------------------------------------------------------
ALLOCATION OF THE RESERVE AS
A PERCENTAGE OF TOTAL RESERVE:
Commercial 39% 47% 50% 37% 28%
Real estate 39% 31% 25% 24% 26%
Consumer and all other 21% 22% 25% 25% 28%
Unallocated 1% 0% 0% 14% 18%
----------------------------------------------------------------------------------------------------------------
Total 100% 100% 100% 100% 100%
----------------------------------------------------------------------------------------------------------------
LOAN/LEASE TYPES AS A PERCENTAGE
OF TOTAL LOANS/LEASES:
Commercial 24% 24% 26% 26% 26%
Real estate 67% 66% 62% 62% 59%
Consumer and all other 9% 10% 12% 12% 15%
----------------------------------------------------------------------------------------------------------------
Total 100% 100% 100% 100% 100%
----------------------------------------------------------------------------------------------------------------
Management is committed to early recognition of loan problems and to maintaining
an adequate reserve. The above allocation is neither indicative of the specific
amounts or the loan categories in which future charge-offs may occur, nor is it
an indicator of future loss trends. The allocation of the reserve to each
category does not restrict the use of the reserve to absorb losses in any
category. The increase in the reserve between year-end 2004 and year-end 2005
reflects higher allocations due to growth in the loan portfolio and additional
allocations for specifically reviewed and graded loans.
The level of future charge-offs are dependent upon a variety of factors such as
national and local economic conditions, trends in various industries,
underwriting characteristics, and conditions unique to each borrower. Given
uncertainties surrounding these factors, it is difficult to estimate future
losses.
The principal balances of nonperforming loans/leases, including impaired
loans/leases, as of December 31 are detailed in the table below.
(dollar amounts in thousands) 2005 2004 2003 2002 2001
------------------------------------------------------------------------------------------------------------------
Loans 90 days past due and accruing $ 12 $ 31 $ 26 $ 368 $ 1,612
Nonaccrual loans 4,072 7,392 7,321 6,977 5,736
Troubled debt restructurings not included above 50 189 246 179 185
------------------------------------------------------------------------------------------------------------------
Total nonperforming loans/leases 4,134 7,612 7,593 7,524 7,533
------------------------------------------------------------------------------------------------------------------
Other real estate owned 366 89 385 279 43
------------------------------------------------------------------------------------------------------------------
Total nonperforming assets $ 4,500 $ 7,701 $ 7,978 $ 7,803 $ 7,576
------------------------------------------------------------------------------------------------------------------
Reserve as a percentage of loans/leases outstanding 1.08% 1.07% 1.09% 1.18% 1.20%
------------------------------------------------------------------------------------------------------------------
Reserve as a percentage of nonperforming loans/leases 330.84% 164.86% 153.89% 155.56% 142.12%
==================================================================================================================
The reserve represented 1.08% of total loans/leases outstanding at December 31,
2005, up slightly from 1.07% at December 31, 2004. The reserve coverage of
nonperforming loans (loans past due 90 days and accruing, nonaccrual loans, and
restructured troubled debt) was 3.31 times at December 31, 2005, compared to
1.65 times at December 31, 2004. The difference between the interest income that
would have been recorded if these loans/leases had been paid in accordance with
their original terms and the interest income recorded for the years ended
December 31, 2005, 2004 and 2003 was not significant. A discussion of the
Company's policy for placing loans on nonaccrual status is included in "Note 1
Summary of Significant Accounting Policies" in Notes to Consolidated Financial
Statements in Part II, Item 8. of this Report.
28
The Company's historical loss experience is detailed in Table 7-Analysis of the
Reserve for Loan/Lease Losses
Table 7 - Analysis of the Reserve for Loan/Lease Losses
December 31
(in thousands) 2005 2004 2003 2002 2001
-------------------------------------------------------------------------------------------------------------------------
Average loans outstanding during year $1,220,016 $1,116,965 $1,030,299 $ 928,383 $ 852,775
Balance of reserve at beginning of year 12,549 11,685 11,704 10,706 9,824
LOANS CHARGED-OFF:
Commercial, financial, agricultural 890 1,221 1,595 335 371
Real estate - mortgage 408 78 122 41 44
Installment loans to individuals 595 977 887 940 843
Lease financing 0 27 9 133 28
Other loans 344 487 394 272 108
-------------------------------------------------------------------------------------------------------------------------
Total loans charged-off $ 2,237 $ 2,790 $ 3,007 $ 1,721 $ 1,394
-------------------------------------------------------------------------------------------------------------------------
RECOVERIES OF LOANS PREVIOUSLY
CHARGED-OFF:
Commercial, financial, agricultural 210 198 73 91 360
Real estate - mortgage 32 54 26 15 16
Installment loans to individuals 277 406 311 320 259
Lease financing 37 23 5 22 1
Other loans 150 113 76 36 34
-------------------------------------------------------------------------------------------------------------------------
Total loans recovered $ 706 $ 794 $ 491 $ 484 $ 670
-------------------------------------------------------------------------------------------------------------------------
Net loans charged-off 1,531 1,996 2,516 1,237 724
Additions to reserve charged to operations 2,659 2,860 2,497 2,235 1,606
-------------------------------------------------------------------------------------------------------------------------
Balance of reserve at end of year $ 13,677 $ 12,549 $ 11,685 $ 11,704 $ 10,706
-------------------------------------------------------------------------------------------------------------------------
Net charge-offs as a percentage of average
loans/leases outstanding during the year 0.13% 0.18% 0.24% 0.13% 0.08%
=========================================================================================================================
A weak economic climate in the Western New York market served by the Company
contributed to the increase in commercial loan charge-offs in 2003 and a higher
than historical level in 2004. The Western New York market was negatively
impacted by cutbacks and layoffs by some major employers in Rochester, New York
and by softness in the agricultural related businesses. Conditions have been
improving in this market area.
Management reviews the loan portfolio continuously for evidence of potential
problem loans/leases. Potential problem loans/leases are loans/leases that are
currently performing in accordance with contractual terms, but where known
information about possible credit problems of the related borrowers causes
management to have doubt as to the ability of such borrowers to comply with the
present loan payment terms and may result in disclosure of such loans/leases as
nonperforming at sometime in the future. Management considers loans/leases
classified as Substandard, which continue to accrue interest, to be potential
problem loans/leases. The Company, through its internal loan review function
identified 34 commercial relationships totaling $20.0 million at December 31,
2005, and 25 commercial relationships totaling $13.9 million at December 31,
2004, which it classified as Substandard, which continue to accrue interest.
These loans remain in a performing status due to a variety of factors, including
payment history, the value of collateral supporting the credits, and personal or
government guarantees. These factors, when considered in the aggregate, give
management reason to believe that the current risk exposure on these loans does
not warrant accounting for these loans as nonperforming. Approximately $3.7
million of these loans are backed by guarantees of U.S. government agencies.
While in a performing status as of December 31, 2005, these loans exhibit
certain risk factors, which have the potential to cause them to become
nonperforming. Accordingly, management's attention is focused on these credits,
which are reviewed on at least a quarterly basis.
Deposits and Other Liabilities
Total deposits of $1.7 billion at December 31, 2005, reflected an increase of
$122.1 million over total deposits at December 31, 2004. Deposit growth
consisted of core deposits, which increased by $46.3 million, and time deposits
of $100,000 or more, which were up $145.7 million. Municipal money market
deposits were down by $75.0 million to $97.2 million. The rise in short-term
market rates led to competitive pressures to increase the rates on time deposits
over the period causing consumers, businesses and municipalities to move excess
funds from lower yielding savings and money markets to time deposits. Deposits
growth occurred at all three of the Company's banking subsidiaries and included
growth in mature bank offices as well as newer bank offices. Bank offices opened
less than 3 years, as of December 31, 2005, contributed $13.2 million to the
growth in 2005, while the remaining $108.9 million of growth was in offices
29
opened over 3 years. Table 1-Average Statements of Condition and Net Interest
Analysis above shows the average balance and average rate paid on the Company's
primary deposit categories for the years ended December 31, 2005, 2004, and
2003. A maturity schedule of time deposits outstanding at December 31, 2005, is
included in "Note 8 Deposits" in Notes to Consolidated Financial Statements in
Part II, Item 8. of this Report.
The Company's liability for securities sold under agreements to repurchase
("repurchase agreements") amounted to $152.7 million at December 31, 2005,
roughly unchanged from $153.7 million at December 31, 2004.
The Company uses both retail and wholesale repurchase agreements. Retail
repurchase agreements are arrangements with local customers of the Company, in
which the Company agrees to sell securities to the customer with an agreement to
repurchase those securities at a specified later date. Retail repurchase
agreements totaled $67.7 million at December 31, 2005, and $52.8 million at
December 31, 2004. Management generally views local repurchase agreements as an
alternative to large time deposits. The Company's wholesale repurchase
agreements are primarily with the Federal Home Loan Bank (FHLB) and amounted to
$85.0 million at December 31, 2005 and $100.9 million at December 31, 2004.
Refer to "Note 9 Securities Sold Under Agreements to Repurchase and Federal
Funds Purchased" in Notes to Consolidated Financial Statements in Part II, Item
8. of this Report for further details on the Company's repurchase agreements.
The Company's other borrowings include amounts owed to the FHLB and totaled
$63.7 million at year-end 2005, in line with the $63.3 million at year-end 2004.
Borrowings with the FHLB outstanding at December 31, 2005, included $249,000 due
in one year or less, and $63.2 million due in more than one year. The weighted
average interest rate on other borrowings due in more than one year was 4.35% at
December 31, 2005. Refer to "Note 10 Other Borrowings" in Notes to Consolidated
Financial Statements in Part II, Item 8. of this Report for further details on
the Company's term borrowings with the FHLB.
Other borrowings include a Treasury Tax and Loan Note account with the Federal
Reserve Bank of New York totaling $100,000 at December 31, 2005 and December 31,
2004. At December 31, 2005 and 2004, Tompkins Insurance had borrowings of
$142,000 and $94,000, respectively, from unrelated parties.
LIQUIDITY MANAGEMENT
The objective of liquidity management is to ensure the availability of adequate
funding sources to satisfy the demand for credit, deposit withdrawals, and
business investment opportunities. The Company's large, stable core deposit base
and strong capital position are the foundation for the Company's liquidity
position. Asset and liability positions are monitored primarily through
Asset/Liability Management Committees of the Company's subsidiary banks
individually and on a combined basis. These Committees review periodic reports
on the liquidity and interest rate sensitivity positions. Comparisons with
industry and peer groups are also monitored. The Company's strong reputation in
the communities it serves, along with its strong financial condition, provide
access to numerous sources of liquidity as described below. Management believes
these diverse liquidity sources provide sufficient means to meet all demands on
the Company's liquidity that are reasonably likely to occur.
Core deposits remain a key-funding source, increasing by $46.3 million to $1.2
billion at year-end 2005. Core deposits represented 74.2% of total deposits and
64.9% of total liabilities at December 31, 2005 compared to 77.0% of total
deposits and 66.9% of total liabilities at December 31, 2004. Contributing to
the growth in core deposits is the Company's continued focus on demand deposit
growth, which increased $39.8 million or 12.4% year over year.
Non-core funding sources, which include time deposits of $100,000 or more,
brokered time deposits, municipal money market accounts, repurchase agreements,
and other borrowings, increased by $75.1 million between year-end 2004 and
year-end 2005, from $575.9 million to $651.0 million. As a percentage of total
liabilities, non-core funding sources increased from 32.0% at year-end 2004 to
33.8% at year-end 2005. The increase in the dollar volume of non-core funding
was concentrated in time deposits of $100,000 or more. Rates on these products
began to move upwards due to competitive market conditions. The increase in time
deposits of $100,000 or more was partially offset by a reduction of municipal
money market balances, as municipal customers looked to maximize their returns
by moving to short term time deposits.
Non-core funding sources may require securities to be pledged against the
underlying liability. Securities carried at $516.8 million and $522.1 million at
December 31, 2005 and 2004, respectively, were pledged as collateral for public
deposits and other borrowings, and pledged or sold under agreements to
repurchase. Pledged securities represented 78.4% of total securities at December
31, 2005, compared to 79.1% of total securities at December 31, 2004.
The Company's liquidity is enhanced by ready access to national and regional
wholesale funding sources including Federal funds purchased, repurchase
agreements, negotiable certificates of deposit, and FHLB advances. Through its
subsidiary banks, the Company has borrowing relationships with the FHLB and
correspondent banks, which provide secured and unsecured borrowing capacity. At
December 31, 2005, the unused borrowing capacity on established lines with the
FHLB was $396.6 million. As members of the FHLB, the Company's subsidiary banks
can use unencumbered mortgage-related assets to secure additional borrowings
from the FHLB. At December 31, 2005, total unencumbered residential real estate
assets were $285.5 million. Additional assets may also qualify as collateral for
FHLB advances upon approval of the FHLB.
30
Short-term investments, consisting of securities with maturities of one year or
less, totaled $40.5 million at year-end 2005 and $33.8 million at year-end 2004.
Cash flow from the loan and investment portfolios provides a significant source
of liquidity. These assets may have stated maturities in excess of one year, but
have monthly interest payments and principal reductions. Total mortgage-backed
securities, at fair value, were $315.5 million at December 31, 2005 compared
with $301.9 million at December 31, 2004. Using current prepayment assumptions,
cash flow from the investment portfolio is estimated to be approximately $120.6
million in 2006. Investments in residential mortgage loans, consumer loans, and
leases totaled approximately $587.4 million at December 31, 2005. Aggregate
amortization from monthly payments on these loan assets provides significant
additional cash flow to the Company. Table 8-Loan Maturity details total
scheduled maturities of selected loan categories.
Table 8 - Loan Maturity
Remaining maturity of selected loans At December 31, 2005
(in thousands) Total Within 1 year 1-5 years After 5 years
-------------------------------------------------------------------------------------------------------
Commercial real estate $ 346,760 $ 4,544 $ 10,022 $ 332,194
Real estate construction 30,179 11,297 1,791 17,091
Commercial 306,330 106,060 83,201 117,069
-------------------------------------------------------------------------------------------------------
Total $ 683,269 $ 121,901 $ 95,014 $ 466,354
=======================================================================================================
Loan balances are shown net of unearned income and deferred costs and fees
Of the loan amounts shown above in Table 8-Loan Maturity maturing over one year,
$136.4 million have fixed rates and $425.0 million have adjustable rates.
OFF-BALANCE SHEET ARRANGEMENTS
In the normal course of business the Company is party to certain financial
instruments, which in accordance with accounting principles generally accepted
in the United States, are not included in its Consolidated Statements of
Condition. These transactions include commitments under stand-by letters of
credit, unused portions of lines of credit, and commitments to fund new loans
and are undertaken to accommodate the financing needs of the Company's
customers. Loan commitments are agreements by the Company to lend monies at a
future date. These loan and letter of credit commitments are subject to the same
credit policies and reviews as the Company's loans. Because most of these loan
commitments expire within one year from the date of issue, the total amount of
these loan commitments as of December 31, 2005, are not necessarily indicative
of future cash requirements. Further information on these commitments and
contingent liabilities is provided in "Note 14 Commitments and Contingent
Liabilities" in Notes to Consolidated Financial Statements in Part II, Item 8.
of this Report.
CONTRACTUAL OBLIGATIONS
The Company leases land, buildings, and equipment under operating lease
arrangements extending to the year 2090. Most leases include options to renew
for periods ranging from 5 to 20 years. In addition, the Company has a software
contract for its core banking application through August 1, 2009, along with
contracts for more specialized software programs through May 15, 2008. Further
information on the Company's lease arrangements is provided in "Note 7 Bank
Premises and Equipment" in Notes to Consolidated Financial Statements in Part
II, Item 8. of this Report. The Company's contractual obligations as of December
31, 2005, are shown in Table 9-Contractual Obligations and Commitments below.
Table 9 - Contractual Obligations and Commitments
Contractual Cash Obligations Payments Due By Period
(in thousands) Within Over 5
As of December 31, 2005 Total 1 year 1-3 years 3-5 years years
---------------------------------------------------------------------------------------------------------------------------
Long-term debt $ 174,641 $ 23,669 $ 44,070 $ 34,755 $ 72,147
Operating leases 5,308 675 911 278 3,444
Software contracts 2,904 951 1,638 315 --
---------------------------------------------------------------------------------------------------------------------------
Total contractual cash obligations $ 182,853 $ 25,295 $ 46,619 $ 35,348 $ 75,591
===========================================================================================================================
31
RECENT ACCOUNTING STANDARDS
Statements of Financial Accounting Standards
In December 2004, The FASB issued SFAS No. 123R, "Share-Based Payment." This
Statement is a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees" and its related implementation
guidance. SFAS No. 123R eliminates the ability to account for stock-based
compensation using APB No. 25 and requires a public entity to measure the cost
of employee services received in exchange for an award of equity instruments
based on the grant-date fair value of the award. The cost will be recognized
over the period during which an employee is required to provide service in
exchange for the award. The grant-date fair value of employee stock options and
similar instruments will be estimated using option-pricing models adjusted for
the unique characteristics of those instruments (unless observable market prices
for the same or similar instruments are available). For equity awards that are
modified after the grant date, incremental compensation cost will be recognized
in an amount equal to the excess of the fair value of the modified award over
the fair value of the original award immediately before the modification. In the
future, the notes to consolidated financial statements will include information
to assist users of financial information to understand the nature of share-based
payment transactions and the effects of those transactions on the financial
statements. On April 14, 2005, the FASB amended the date for compliance with
SFAS No. 123R to the first interim or annual reporting period of the first
fiscal year beginning on or after June 15, 2005. SFAS No. 123R is therefore
effective for the Company beginning January 1, 2006. The Company will apply the
modified prospective method, which requires that compensation expense be
recorded for all unvested stock options and restricted stock upon adoption of
SFAS 123R. The Company will use the Black-Scholes valuation model in determining
the fair value of share-based payments to employees, which will then be
amortized on a straight-line basis over the requisite service period.
SEC Staff Accounting Bulletin
FASB Staff Position No. FAS 115-1 and FAS 124-1, "The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments" (the
"FSP"), was issued on November 3, 2005 and addresses the determination of when
an investment is considered impaired; whether the impairment is other than
temporary; and how to measure an impairment loss. The FSP also addresses
accounting considerations subsequent to the recognition of an
other-than-temporary impairment on a debt security, and requires certain
disclosures about unrealized losses that have not been recognized as
other-than-temporary impairments. The FSP replaces the impairment guidance in
EITF Issue No. 03-1 with references to existing authoritative literature
concerning other-than-temporary determinations (principally Statement of
Financial Accounting Standards No. 115 and SEC Staff Accounting Bulletin 59).
Under the FSP, impairment losses must be recognized in earnings equal to the
entire difference between the security's cost and its fair value at the
financial statement date, without considering partial recoveries subsequent to
that date. The FSP also requires that an investor recognize an
other-than-temporary impairment loss when a decision to sell a security has been
made and the investor does not expect the fair value of the security to fully
recover prior to the expected time of sale. The FSP is effective for reporting
periods beginning after December 15, 2005. The Company does not expect that the
application of the FSP will have a material impact on its financial condition,
results of operations or financial statement disclosures.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
MARKET RISK
Interest rate risk is the primary market risk category associated with the
Company's operations. Interest rate risk refers to the volatility of earnings
caused by changes in interest rates. The Company manages interest rate risk
using income simulation to measure interest rate risk inherent in its on-balance
sheet and off-balance sheet financial instruments at a given point in time by
showing the potential effect of interest rate shifts on net interest income for
future periods. Each quarter the Company's Asset/Liability Management Committee
reviews the simulation results to determine whether the exposure of net interest
income to changes in interest rates remains within board-approved levels. The
Committee also discusses strategies to manage this exposure and incorporates
these strategies into the investment and funding decisions of the Company. The
Company does not use derivatives, such as interest rate swaps, to manage its
interest rate risk exposure.
Table 10-Interest Rate Risk Analysis below is a Condensed Static Gap Report,
which illustrates the anticipated repricing intervals of assets and liabilities
as of December 31, 2005. The analysis reflects sensitivity to rising rates in
all repricing intervals shown. This analysis suggests that the Company's net
interest income is more vulnerable to a rising rate environment than it is to
sustained low interest rates.
32
Table 10 - Interest Rate Risk Analysis
Condensed Static Gap - December 31, 2005 Repricing Interval
Cumulative
(dollar amounts in thousands) Total 0-3 months 3-6 months 6-12 months 12 months
----------------------------------------------------------------------------------------------------------------------------
Interest-earning assets* $ 1,944,124 $ 452,518 $ 83,065 $ 171,263 $ 706,846
Interest-bearing liabilities 1,539,452 611,027 113,178 283,617 1,007,822
----------------------------------------------------------------------------------------------------------------------------
Net gap position (158,509) (30,113) (112,354) (300,976)
----------------------------------------------------------------------------------------------------------------------------
Net gap position as a percentage of total assets (7.52%) (1.43%) (5.33%) (14.28%)
============================================================================================================================
* Balances of available-for-sale securities are shown at amortized cost.
The Company's board of directors has set a policy that interest rate risk
exposure will remain within a range whereby net interest income will not decline
by more than 10% in one year as a result of a 200 basis point change in rates.
Based upon the simulation analysis performed as of December 31, 2005, a 200
basis point upward shift in interest rates over a one-year time frame would
result in a one-year decline in net interest income of approximately 3.14%,
assuming no balance sheet growth and no management action to address balance
sheet mismatches. The same simulation indicates that a 200 basis point decline
in interest rates over a one-year period would result in a decrease in net
interest income of 2.37%. The negative exposure in a rising rate environment is
mainly driven by the repricing assumptions of the Company's core deposit base
and the lag in the repricing of the Company's adjustable rate assets.
Longer-term, the impact of a rising rate environment is positive as the asset
base continues to reset at higher levels, while the repricing of the rate
sensitive liabilities moderates. The negative exposure in the 200 basis point
decline scenario results from the Company's assets repricing downward more
rapidly than the rates on the Company's interest-bearing liabilities, mainly
deposits, as deposit rates are at low levels given the historically low interest
rate environment experienced in recent years. The aforementioned percentage
changes in net interest income are from our base case scenario. In our most
recent simulation, the base case scenario, which assumes interest rates remain
unchanged from the date of the simulation, showed a relatively flat net interest
margin during 2006 in the present interest rate environment.
Although the simulation model is useful in identifying potential exposure to
interest rate movements, actual results may differ from those modeled as the
repricing, maturity, and prepayment characteristics of financial instruments may
change to a different degree than modeled. In addition, the model does not
reflect actions that management may employ to manage its interest rate risk
exposure. The Company's current liquidity profile, capital position, and growth
prospects, offer a level of flexibility for management to take actions that
could offset some of the negative effects of unfavorable movements in interest
rates. Management believes the current exposure to changes in interest rates is
not significant in relation to the earnings and capital strength of the Company
Additional information regarding market risk of the Company's financial
instruments at December 31, 2005 is provided in Table 11-Repricing Intervals of
Selected Financial Instruments below.
Table 11 - Repricing Intervals of Selected Financial Instruments
(dollar amounts in thousands) Greater
0-1 year 1-2 years 2-3 years 3-5 years than 5 years Total Fair Value
------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL ASSETS:
Available-for-sale securities $ 101,990 $ 86,151 $ 118,447 $ 174,545 $ 105,623 $ 586,756 $ 576,242
Average interest rate* 4.65% 4.28% 4.08% 4.23% 4.64% 4.36%
Held-to-maturity securities 34,272 7,640 5,286 12,822 22,638 82,658 82,768
Average interest rate* 3.13% 3.24% 3.39% 3.62% 3.95% 3.46%
Loans/leases 528,312 164,545 164,467 209,632 190,716 1,257,672 1,251,187
Average interest rate* 7.07% 6.12% 5.99% 6.34% 6.26% 6.56%
FINANCIAL LIABILITIES:
Time deposits $ 550,807 $ 65,035 $ 11,805 $ 6,960 $ 0 $ 634,607 $ 630,102
Average interest rate 3.37% 3.85% 3.59% 3.76% 0.00% 3.43%
Federal funds sold and securities
sold under agreements to
repurchase 85,651 10,000 20,000 17,000 20,000 152,651 152,717
Average interest rate 3.48% 3.78% 2.92% 3.58% 3.62% 3.45%
Other borrowings 25,479 5,054 146 994 32,000 63,673 62,981
Average interest rate 3.75% 4.41% 6.53% 5.33% 4.79% 4.36%
====================================================================================================================================
* Interest rate on tax-exempt obligations is shown before tax-equivalent
adjustments.
33
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34
Item 8. Financial Statements and Supplementary Data
Financial Statements and Supplementary Data consist of the financial statements
as indexed and presented below and the Unaudited Quarterly Financial Data
presented in Part II, Item 8. of this Report
Index to Financial Statements
Management's Statement of Responsibility 36
Report of KPMG LLP, Independent Registered Public Accounting Firm 37
Report of Independent Registered Public Accounting Firm 38
Consolidated Statements of Condition - December 31, 2005 and 2004 39
Consolidated Statements of Income - Years ended December 31, 2005, 2004
and 2003 40
Consolidated Statements of Cash Flows - Years ended December 31, 2005,
2004 and 2003 41
Consolidated Statements of Changes in Shareholders' Equity - Years ended
December 31, 2005, 2004 and 2003 42
Notes to Consolidated Financial Statements 43
35
Management's Statement of Responsibility
Management is responsible for preparation of the consolidated financial
statements and related financial information contained in all sections of this
annual report, including the determination of amounts that must necessarily be
based on judgments and estimates. It is the belief of management that the
consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America.
Management establishes and monitors the Company's system of internal accounting
controls to meet its responsibility for reliable financial statements. The
system is designed to provide reasonable assurance that assets are safeguarded,
and that transactions are executed in accordance with management's authorization
and are properly recorded.
The Audit/Examining Committee of the board of directors, composed solely of
outside directors, meets periodically and privately with management, internal
auditors, and independent auditors, KPMG LLP, to review matters relating to the
quality of financial reporting, internal accounting control, and the nature,
extent, and results of audit efforts. The independent and internal auditors have
unlimited access to the Audit/Examining Committee to discuss all such matters.
The consolidated financial statements have been audited by the Company's
independent auditors for the purpose of expressing an opinion on the
consolidated financial statements. In addition, the Company's independent
auditors have audited management's assessment of, and the effective operation
of, internal control over financial reporting.
Date: March 10, 2006
/s/ JAMES J. BYRNES /s/ FRANCIS M. FETSKO
James J. Byrnes Francis M. Fetsko
Chief Executive Officer Chief Financial Officer
36
Report of KPMG LLP,
Independent Registered Public Accounting Firm
Board of Directors and Shareholders, Tompkins Trustco, Inc.
We have audited the accompanying consolidated statements of condition of
Tompkins Trustco, Inc. and subsidiaries (the Company) as of December 31, 2005
and 2004, and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2005. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Tompkins Trustco,
Inc. and subsidiaries as of December 31, 2005 and 2004, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2005, in conformity with United States generally accepted
accounting principles.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of Tompkins
Trustco, Inc.'s internal control over financial reporting as of December 31,
2005, based on criteria established in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated March 14, 2006 expressed an unqualified opinion on
management's assessment of, and the effective operation of, internal control
over financial reporting.
/s/ KPMG LLP
March 14, 2006
Syracuse, New York
37
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Tompkins Trustco, Inc:
We have audited management's assessment, included in the accompanying
Management's Annual Report on Internal Control Over Financial Reporting, that
Tompkins Trustco, Inc. (the Company) maintained effective internal control over
financial reporting as of December 31, 2005, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Company's management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of the Company's internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included an understanding of internal control over financial
reporting, evaluating management's assessment, testing and evaluating the design
and operating effectiveness of internal control, and performing such other
procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and the
directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of the company's assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, management's assessment that Tompkins Trustco, Inc maintained
effective internal control over financial reporting as of December 31, 2005, is
fairly stated, in all material respects, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Also in our opinion, the
Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2005, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated statements of
condition of Tompkins Trustco, Inc. and subsidiaries as of December 31, 2005 and
2004, and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2005, and our report dated March 14, 2006 expressed an
unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Syracuse, New York
March 14, 2006
38
Consolidated Statements of Condition
As of December 31
(in thousands except share and per share data) 2005 2004
---------------------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and noninterest bearing balances due from banks $ 62,436 $ 39,911
Interest bearing balances due from banks 861 1,021
Federal funds sold 2,500 0
Available-for-sale securities, at fair value 576,242 591,071
Held-to-maturity securities, fair value of $82,768 at December 31, 2005,
and $70,526 at December 31, 2004 82,658 69,252
Loans and leases, net of unearned income and deferred costs and fees 1,271,349 1,172,148
Less: Reserve for loan/lease losses 13,677 12,549
---------------------------------------------------------------------------------------------------------------------------------
Net Loans/Leases 1,257,672 1,159,599
Bank premises and equipment, net 36,938 33,118
Corporate owned life insurance 27,169 23,940
Goodwill 12,286 12,280
Other intangible assets 2,160 2,782
Accrued interest and other assets 45,948 37,321
---------------------------------------------------------------------------------------------------------------------------------
Total Assets $ 2,106,870 $ 1,970,295
---------------------------------------------------------------------------------------------------------------------------------
LIABILITIES, MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES,
AND SHAREHOLDERS' EQUITY
Deposits:
Interest bearing:
Checking, savings, and money market $ 688,521 $ 784,850
Time 634,607 455,942
Noninterest bearing 359,882 320,081
---------------------------------------------------------------------------------------------------------------------------------
Total Deposits 1,683,010 1,560,873
Securities sold under agreements to repurchase 152,651 153,715
Other borrowings 63,673 63,303
Other liabilities 24,863 19,937
---------------------------------------------------------------------------------------------------------------------------------
Total Liabilities 1,924,197 1,797,828
---------------------------------------------------------------------------------------------------------------------------------
Minority interest in consolidated subsidiaries 1,452 1,465
Shareholders' equity:
Common stock - par value $0.10 per share: Authorized 15,000,000 shares;
Issued 8,999,587 shares at December 31, 2005, and 8,980,049 shares at December 31, 2004 900 816
Surplus 118,663 75,837
Undivided profits 69,228 94,522
Accumulated other comprehensive (loss) income (6,308) 871
Treasury stock at cost: 53,483 shares at December 31, 2005, and 48,719 shares at
December 31, 2004 (1,262) (1,044)
---------------------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity $ 181,221 $ 171,002
---------------------------------------------------------------------------------------------------------------------------------
Total Liabilities, Minority Interest in Consolidated Subsidiaries,
and Shareholders' Equity $ 2,106,870 $ 1,970,295
=================================================================================================================================
See notes to consolidated financial statements.
39
Consolidated Statements of Income
Year ended December 31
(in thousands except per share data) 2005 2004 2003
----------------------------------------------------------------------------------------------------------------------------
INTEREST AND DIVIDEND INCOME
Loans $ 80,617 $ 68,935 $ 67,830
Interest on balances due from banks 89 93 27
Federal funds sold 24 25 16
Available-for-sale securities 23,491 23,720 21,557
Held-to-maturity securities 2,486 1,900 1,565
----------------------------------------------------------------------------------------------------------------------------
Total Interest and Dividend Income 106,707 94,673 90,995
----------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Deposits:
Time certificates of deposit of $100,000 or more 6,973 2,890 2,782
Other deposits 16,690 12,334 13,361
Federal funds purchased and securities sold under agreements to repurchase 4,852 4,390 3,285
Other borrowings 3,171 3,713 4,065
----------------------------------------------------------------------------------------------------------------------------
Total Interest Expense 31,686 23,327 23,493
----------------------------------------------------------------------------------------------------------------------------
Net Interest Income 75,021 71,346 67,502
Less Provision for Loan/Lease Losses 2,659 2,860 2,497
----------------------------------------------------------------------------------------------------------------------------
Net Interest Income After Provision for Loan/Lease Losses 72,362 68,486 65,005
----------------------------------------------------------------------------------------------------------------------------
NONINTEREST INCOME
Service charges on deposit accounts 8,256 7,987 7,220
Insurance commissions and fees 7,479 6,374 5,265
Trust and investment services income 5,289 5,212 4,325
Gain on sale of merchant card business 2,971 0 0
Card services income 2,645 2,471 2,273
Other service charges 2,961 3,202 3,043
Increase in cash surrender value of corporate owned life insurance 1,097 1,195 1,012
Gains on sale of loans 238 240 970
Other operating income 1,373 1,204 1,104
Net realized (losses) gains on sale of available-for-sale securities (1,526) 98 43
----------------------------------------------------------------------------------------------------------------------------
Total Noninterest Income 30,783 27,983 25,255
----------------------------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSES
Salaries and wages 28,306 26,866 24,061
Pension and other employee benefits 7,836 7,115 6,891
Net occupancy expense of bank premises 4,086 3,700 3,413
Net furniture and fixture expense 3,628 3,445 3,260
Marketing expense 2,205 1,899 1,944
Professional fees 1,480 1,664 869
Software licensing and maintenance 1,776 1,451 1,179
Cardholder expense 1,350 1,296 1,344
Amortization of intangible assets 593 653 746
Other operating expenses 10,862 10,139 10,150
----------------------------------------------------------------------------------------------------------------------------
Total Noninterest Expenses 62,122 58,228 53,857
----------------------------------------------------------------------------------------------------------------------------
Income Before Income Tax Expense and Minority
Interest in Consolidated Subsidiaries 41,023 38,241 36,403
Minority interest in consolidated subsidiaries 131 133 134
Income Tax Expense 13,207 12,493 12,064
----------------------------------------------------------------------------------------------------------------------------
Net Income $ 27,685 $ 25,615 $ 24,205
----------------------------------------------------------------------------------------------------------------------------
Basic earnings per share $ 3.09 $ 2.86 $ 2.71
Diluted earnings per share $ 3.05 $ 2.81 $ 2.66
============================================================================================================================
See notes to consolidated financial statements.
40
Consolidated Statements of Cash Flows Year ended December 31
(in thousands) 2005 2004 2003
----------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net income $ 27,685 $ 25,615 $ 24,205
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan/lease losses 2,659 2,860 2,497
Depreciation and amortization premises, equipment, and software 3,824 3,598 3,260
Amortization of intangible assets 593 653 746
Earnings from corporate owned life insurance, net (1,097) (1,195) (1,012)
Net amortization on securities 1,778 2,211 3,869
Deferred income tax (benefit) expense (2,222) 160 188
Net loss (gain) on sale of securities 1,526 (98) (43)
Net gain on sale of loans (238) (240) (970)
Proceeds from sale of loans 16,770 14,931 53,555
Loans originated for sale (16,445) (14,719) (47,816)
Net (gain) loss on sale of bank premises and equipment (234) (38) 32
Tax benefit of stock option exercises 239 112 167
Increase in interest receivable (1,436) (61) (150)
Increase (decrease) in interest payable 962 74 (140)
Other, net 3,823 2,004 (3,783)
----------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 38,187 35,867 34,605
----------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Proceeds from maturities of available-for-sale securities 87,695 221,582 288,758
Proceeds from sales of available-for-sale securities 117,872 53,494 120,703
Proceeds from maturities of held-to-maturity securities 26,393 16,645 11,040
Purchases of available-for-sale securities (205,882) (279,575) (479,832)
Purchases of held-to-maturity securities (39,924) (36,492) (21,927)
Net increase in loans/leases (100,819) (104,976) (120,742)
Proceeds from sales of bank premises and equipment 381 80 40
Purchase of bank premises and equipment (7,195) (7,799) (4,342)
Purchase of corporate owned life insurance (2,077) 0 0
Purchase of new market tax credit 0 (2,200) 0
Net cash used in acquisitions 0 (484) (274)
Other, net (620) (749) 0
----------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (124,176) (140,474) (206,576)
----------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Net (decrease) increase in demand deposits, money market accounts, and savings
Accounts (56,528) 74,981 69,268
Net increase in time deposits 178,665 74,767 1,572
Net (decrease) increase in securities sold under agreements to repurchase and
Federal funds purchased (1,064) (34,193) 110,065
Increase in other borrowings 78,577 16,628 85,500
Repayment of other borrowings (78,207) (40,436) (80,398)
Repayment of corporate owned life insurance loans 0 0 (449)
Cash dividends (10,504) (9,769) (9,093)
Cash paid in lieu of fractional shares - 10% stock dividend (13) 0 (13)
Repurchase of common stock (897) (2,976) (3,712)
Net proceeds from exercise of stock options 825 781 689
----------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities 110,854 79,783 173,429
----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 24,865 (24,824) 1,458
----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year 40,932 65,756 64,298
----------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ 65,797 $ 40,932 $ 65,756
============================================================================================================================
SUPPLEMENTAL INFORMATION:
Cash paid during the year for:
Interest $ 30,724 $ 23,253 $ 23,633
Income taxes $ 14,483 $ 10,948 $ 11,884
Non-cash investing and financing activities:
Fair value of non-cash assets acquired in purchase acquisition $ 0 $ 45 $ 94
Fair value of liabilities assumed in purchase acquisitions $ 0 $ 17 $ 86
Fair value of shares issued for acquisitions $ 0 $ 413 $ 712
Securitization of loans $ 0 $ 0 $ 39,663
See notes to consolidated financial statements.
41
Consolidated Statements of Changes in Shareholders' Equity
-----------------------------------------------------------------------------------------------------------------------------------
Accumulated
Other
Common Undivided Comprehensive Treasury
(in thousands except share and per share data) Stock Surplus Profits Income (Loss) Stock Total
-----------------------------------------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2002 $ 747 $ 45,997 $ 96,722 $ 7,597 $ (466) $ 150,597
-----------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
Net income 24,205 24,205
Other comprehensive loss (4,582) (4,582)
------------
Total Comprehensive Income 19,623
------------
Cash dividends ($1.01 per share) (9,093) (9,093)
Exercise of stock options, and related tax
benefit (57,308 shares, net) 5 851 856
Common stock repurchased and returned to
unissued status (105,379 shares) (9) (3,703) (3,712)
Effect of 10% stock dividend 74 33,071 (33,145) 0
Cash paid in lieu of fractional shares
(327 shares) (13) (13)
Shares issued for purchase acquisition
(19,800 shares) 2 710 712
-----------------------------------------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2003 $ 819 $ 76,926 $ 78,676 $ 3,015 $ (466) $ 158,970
-----------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
Net income 25,615 25,615
Other comprehensive loss (2,144) (2,144)
------------
Total Comprehensive Income 23,471
------------
Cash dividends ($1.09 per share) (9,769) (9,769)
Exercise of stock options and related tax
benefit (38,158 shares, net) 3 890 893
Common stock repurchased and returned to
unissued status (72,540 shares) (7) (2,969) (2,976)
Shares issued for purchase acquisition
(10,034 shares) 1 412 413
Directors deferred compensation plan
(19,039 shares) 578 (578) 0
-----------------------------------------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2004 $ 816 $ 75,837 $ 94,522 $ 871 $ (1,044) $ 171,002
-----------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
Net income 27,685 27,685
Other comprehensive loss (7,179) (7,179)
------------
Total Comprehensive Income 20,506
------------
Cash dividends ($1.17 per share) (10,504) (10,504)
Exercise of stock options and related tax
benefit (41,802 shares, net) 4 1,060 1,064
Common stock repurchased and returned to
unissued status (21,984 shares) (2) (895) (897)
Effect of 10% stock dividend 82 42,380 (42,462) 0
Acceleration of unvested stock options
(201,188 shares) 63 63
Cash paid in lieu of fractional shares
(279 shares) (13) (13)
Directors deferred compensation plan
(4,764 shares) 218 (218) 0
-----------------------------------------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2005 $ 900 $ 118,663 $ 69,228 $ (6,308) $ (1,262) $ 181,221
===================================================================================================================================
Share data has been retroactively adjusted to reflect a 10% stock dividend paid
on February 15, 2005.
See notes to consolidated financial statements.
42
Notes to Consolidated Financial Statements
Note 1 Summary of Significant Accounting Policies
BASIS OF PRESENTATION: Tompkins Trustco, Inc. ("Tompkins" or "the Company") is a
Financial Holding Company, organized under the laws of New York State, and is
the parent company of Tompkins Trust Company (the "Trust Company"), The Bank of
Castile, The Mahopac National Bank ("Mahopac National Bank") and Tompkins
Insurance Agencies, Inc. ("Tompkins Insurance"). The consolidated financial
information included herein combines the results of operations, the assets,
liabilities, and shareholders' equity (including comprehensive income) of the
Company and its subsidiaries. All significant intercompany balances and
transactions are eliminated in consolidation.
The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. In
preparing the financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and
disclose contingent assets and liabilities, at the date of the financial
statements and the reported amounts of revenue and expense during the reporting
period. Actual results could differ from those estimates. Significant items
subject to such estimates and assumptions include the reserve for loan/lease
losses, valuation of intangible assets, deferred income tax assets, and
obligations related to employee benefits. Amounts in the prior years'
consolidated financial statements are reclassified when necessary to conform to
the current year's presentation.
CASH EQUIVALENTS: Cash equivalents in the Consolidated Statements of Cash Flows
include cash and noninterest bearing balances due from banks, interest bearing
balances due from banks, and Federal funds sold.
SECURITIES: Management determines the appropriate classification of debt and
equity securities at the time of purchase. Securities are classified as
held-to-maturity when the Company has the positive intent and ability to hold
the securities to maturity. Held-to-maturity securities are stated at amortized
cost. Debt securities not classified as held-to-maturity and marketable equity
securities are classified as available-for-sale. Available-for-sale securities
are stated at fair value with the unrealized gains and losses, net of tax,
excluded from earnings and reported as a separate component of accumulated
comprehensive income or loss, in shareholders' equity. Securities with limited
marketability or restricted equity securities, such as, Federal Home Loan Bank
stock and Federal Reserve Bank stock, are carried at cost.
Premiums and discounts are amortized or accreted over the expected life of the
related security as an adjustment to yield using the interest method. Dividend
and interest income are recognized when earned. Realized gains and losses on the
sale of securities are included in securities gains (losses). The cost of
securities sold is based on the specific identification method.
The Company reviews its investment portfolio quarterly for any declines in fair
value that are deemed other-than-temporary. A decline in the fair value of any
available-for-sale or held-to-maturity security below cost that is deemed to be
other than temporary is charged to earnings, resulting in the establishment of a
new cost basis for the security. In estimating other-than-temporary impairment
losses, management considers, among other factors, the length of time and extent
to which the fair value has been less than cost, the financial condition and
near term prospects of the issuer, and the intent and ability of the Company to
hold the security for a period of time sufficient to allow for any anticipated
recovery in fair value.
LOANS AND LEASES: Loans are reported at their principal outstanding balance, net
of deferred loan origination fees and costs, and unearned income. The Company
has the ability and intent to hold its loans for the foreseeable future, except
for certain residential real estate loans held-for-sale. The Company provides
motor vehicle and equipment financing to its customers through direct financing
leases. These leases are carried at the aggregate of lease payments receivable,
plus estimated residual values, less unearned income. Unearned income on direct
financing leases is amortized over the lease terms, resulting in a level rate of
return.
Loan origination fees and costs are deferred and recognized over the life of the
loan as an adjustment to yield.
Loans originated and intended for sale in the secondary market are carried at
the lower of aggregate cost or estimated market value. Fair value is determined
on the basis of the rates quoted in the secondary market. Net unrealized losses
attributable to changes in market interest rates are recognized through a
valuation allowance by charges to income. Loans are generally sold on a
non-recourse basis. The Company may use commitments at the time loans are
originated or identified for sale to mitigate interest rate risk. The
commitments to sell loans are considered derivatives under SFAS No. 133. The
impact of the estimated fair value adjustment was not significant to the
consolidated financial statements.
RESERVE FOR LOAN/LEASE LOSSES: The reserve for loan/lease losses is regularly
evaluated by management in order to maintain the reserve at a level consistent
with the inherent risk of loss in the loan and lease portfolios. Management's
evaluation of the adequacy of the reserve is based upon a review of the
Company's historical loss experience, known and inherent risks in the loan and
lease portfolios, the estimated value of collateral, the level of nonperforming
loans, and trends in delinquencies. External factors, such as the level and
trend of interest rates and the national and local economies, are also
considered. Management believes that the current reserve for loan/lease losses
is adequate.
Management considers a loan to be impaired if, based on current information, it
is probable that the Company will be unable to collect all scheduled payments of
principal or interest when due, according to the contractual terms of the loan
agreement. When a loan is considered to be impaired, the amount of the
impairment is measured based on the present value of expected future cash flows
discounted at the effective interest rate of the loan or, as a practical
expedient, at the observable market price or the fair value of collateral if the
loan is collateral dependent. Management excludes large groups of smaller
balance homogeneous loans such as residential mortgages, consumer loans, and
leases, which are collectively evaluated. All loans and leases restructured in a
troubled debt restructuring are also considered impaired loans. Impairment
losses are included in the reserve for loan/lease losses through a charge to the
provision for loan/lease losses.
43
Note 1 Summary of Significant Accounting Policies (continued)
The Company has developed a methodology to measure the amount of estimated loan
loss exposure inherent in the loan portfolio to ensure that an adequate reserve
is maintained. The methodology includes an estimate of exposure for the
following: specifically reviewed and graded loans, historical loss experience by
product type, past due and nonperforming loans, and other internal and external
factors such as local and regional economic conditions, growth trends, and
credit policy and underwriting standards. The methodology includes a review of
loans considered impaired in accordance with the Statement of Financial
Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of
a Loan", as well as other commercial loans and commercial mortgage loans that
are evaluated using an internal rating system. An estimated exposure amount is
assigned to these internally reviewed credits based upon a review of the
borrower's financial condition, payment history, collateral adequacy, and
business conditions. For commercial loans and commercial mortgage loans not
specifically reviewed, and for homogenous loan portfolios such as residential
mortgage loans and consumer loans, estimated exposure amounts are assigned based
upon historical loss experience as well as past due status. Lastly, additional
reserves are maintained based upon management judgment and assessment of other
quantitative and qualitative factors such as regional and local economic
conditions, portfolio growth trends, new lending products, and new market areas.
Since the methodology is based upon historical experience and trends as well as
management's judgment, factors may arise that result in different estimations.
Significant factors that could give rise to changes in these estimates may
include, but are not limited to, changes in economic conditions in the local
area, concentration of risk, and declines in local property values. In addition,
various Federal and State regulatory agencies, as part of their examination
process, review the Company's reserve and may require the Company to recognize
additions to the reserve based on their judgments about information available to
them at the time of their examination which may not be currently available to
management.
INCOME RECOGNITION ON IMPAIRED AND NONACCRUAL LOANS AND LEASES: Loans and
leases, including impaired loans, are generally classified as nonaccrual if they
are past due as to maturity or payment of principal or interest for a period of
more than 90 days, unless such loans are well secured and in the process of
collection. Loans that are past due less than 90 days may also be classified as
nonaccrual if repayment in full of principal or interest is in doubt.
Loans may be returned to accrual status when all principal and interest amounts
contractually due (including arrearages) are reasonably assured of repayment
within an acceptable time period, and there is a sustained period of repayment
performance by the borrower in accordance with the contractual terms of the loan
agreement. Payments received on loans carried as nonaccrual are generally
applied as a reduction to principal. When the future collectibility of the
recorded loan balance is expected, interest income may be recognized on a cash
basis.
OTHER REAL ESTATE OWNED: Other real estate owned consists of properties formerly
pledged as collateral to loans, which have been acquired by the Company through
foreclosure proceedings or acceptance of a deed in lieu of foreclosure. Upon
transfer of a loan to foreclosure status, an appraisal is obtained and any
excess of the loan balance over the fair value, less estimated costs to sell, is
charged against the reserve for loan/lease losses. Expenses and subsequent
adjustments to the fair value are treated as other operating expense.
BANK PREMISES AND EQUIPMENT: Land is carried at cost. Bank premises and
equipment are stated at cost, less allowances for depreciation. The provision
for depreciation for financial reporting purposes is computed generally by the
straight-line method at rates sufficient to write-off the cost of such assets
over their estimated useful lives. Bank premises are amortized over a period of
10-39 years, and furniture, fixtures, and equipment are amortized over a period
of 2-20 years. Maintenance and repairs are charged to expense as incurred. Gains
or losses on disposition are reflected in earnings.
INCOME TAXES: Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. Deferred taxes are reviewed quarterly
and reduced by a valuation allowance if, based upon the information available,
it is more likely than not that some or all of the deferred tax assets will not
be realized.
GOODWILL: Goodwill represents the excess of purchase price over the fair value
of assets acquired in a transaction using purchase accounting. The Company tests
goodwill for impairment at least annually.
OTHER INTANGIBLE ASSETS: Other intangible assets include core deposit
intangibles, customer related intangibles, covenants not to compete, and
mortgage servicing rights. Core deposit intangibles represent a premium paid to
acquire a base of stable, low cost deposits in the acquisition of a bank, or a
bank branch, using purchase accounting. The amortization period for core deposit
intangible ranges from 5 years to 10 years. The covenants not to compete are
amortized over 5 to 6 years, while the customer related intangible is amortized
over 6 years. The amortization period is monitored to determine if circumstances
require such periods to be revised. The Company periodically reviews its
intangible assets for changes in circumstances that may indicate the carrying
amount of the asset is impaired. The Company tests its intangible assets for
impairment on an annual basis or more frequently if conditions indicate that an
impairment loss has more likely than not been incurred.
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE: Securities sold under agreements
to repurchase (repurchase agreements) are agreements in which the Company
transfers the underlying securities to a third-party custodian's account that
explicitly recognizes the Company's interest in the securities. The agreements
are accounted for as secured financing transactions provided the Company
maintains effective control over the transferred securities and meets other
criteria as specified in SFAS No. 140. The Company's agreements are accounted
for as secured financings; accordingly, the transaction proceeds are reflected
as liabilities and the securities underlying the agreements continue to be
carried in the Company's securities portfolio.
44
Note 1 Summary of Significant Accounting Policies (continued)
TREASURY STOCK: The cost of treasury stock is shown on the Consolidated
Statements of Condition as a separate component of shareholders' equity, and is
a reduction to total shareholders' equity. Shares are released from treasury at
fair value, with any gain or loss on the release identified on an average cost
basis.
TRUST AND INVESTMENT SERVICES: Assets held in fiduciary or agency capacities for
customers are not included in the accompanying Consolidated Statements of
Condition, since such items are not assets of the Company. Fees associated with
providing trust and investment services are included in noninterest income.
EARNINGS PER SHARE: Basic earnings per share is calculated by dividing net
income available to common shareholders by the weighted average number of shares
outstanding during the year. Diluted earnings per share is calculated by
dividing net income available to common shareholders by the weighted average
number of shares outstanding during the year plus the dilutive effect of stock
issuable upon conversion of stock options or certain other contingencies.
SEGMENT REPORTING: The Company's operations are solely in the financial services
industry and include traditional commercial banking and related financial
services. The Company operates primarily in the geographical areas in the
proximity of its branch locations in New York State. Operating decisions are
made based upon a review of the Company's traditional banking and related
financial services, which constitute the Company's only reportable segment.
COMPREHENSIVE INCOME: For the Company, comprehensive income represents net
income plus the net change in unrealized gains or losses on securities
available-for-sale for the period (net of taxes), and is presented in the
consolidated statements of changes in shareholders' equity. Accumulated other
comprehensive income represents the net unrealized gains or losses on securities
available-for-sale (net of tax) as of the dates of the consolidated statements
of condition.
STOCK BASED COMPENSATION: The Company applies APB Opinion No. 25 and related
interpretations in accounting for its stock option plan. Accordingly,
compensation expense is recognized only if the exercise price of the option is
less than the fair value of the underlying stock at the grant date. SFAS No. 123
requires companies not using a fair value based method of accounting for stock
options to provide pro forma disclosure of net income and earnings per share as
if the fair value method of accounting had been applied. Had the Company
determined compensation cost based on the fair value of its stock options at the
grant date under SFAS No. 123, the Company's net income and earnings per share
would have been reduced to pro forma amounts indicated in the following table.
(in thousands except per share data) 2005 2004 2003
-------------------------------------------------------------------------------------------------------------------------------
Net income:
As reported $ 27,685 $ 25,615 $ 24,205
Add: Stock-based compensation expense included in reported net income, net of
related tax effects 63 0 0
Deduct: Total stock-based employee compensation expense determined under
fair value based method for all awards, net of related tax effects 1,976 757 533
-------------------------------------------------------------------------------------------------------------------------------
Pro forma 25,772 24,858 23,672
-------------------------------------------------------------------------------------------------------------------------------
Basic earnings per share:
As reported $ 3.09 $ 2.86 $ 2.71
Pro forma 2.88 2.78 2.65
-------------------------------------------------------------------------------------------------------------------------------
Diluted earnings per share
As reported $ 3.05 $ 2.81 $ 2.66
Pro forma 2.83 2.73 2.60
===============================================================================================================================
The per share weighted average fair value of stock options granted during 2005,
2004, and 2003, was $11.11, $13.63 and $15.89, respectively. Per share data has
been retroactively adjusted to reflect a 10% stock dividend paid on February 15,
2005, and a 10% stock dividend paid on August 15, 2003. Fair values are
estimated at the grant date of the option using the Black Scholes option-pricing
model with the following assumptions:
2005 2004 2003
-------------------------------------------------------------------------------
Risk-free interest rate 4.20% 3.82% 3.68%
Expected dividend yield 2.60% 2.70% 2.80%
Volatility 30.00% 39.76% 44.58%
Expected life (years) 5.00 5.00 7.00
-------------------------------------------------------------------------------
45
Note 1 Summary of Significant Accounting Policies (continued)
In December 2005, the Compensation Committee of the Board of Directors of
Tompkins approved the accelerated vesting of all currently outstanding unvested
stock options, except for those options issued to executive officers of
Tompkins. The affected options were previously awarded to officers and employees
under the Company's 2001 Stock Option Plan. There is no change to the Company's
compensation philosophy and all other terms and conditions applicable to such
options, including the exercise prices and exercise periods, remain changed. No
options held by executive vice presidents or chief executive officers are
affected by the vesting acceleration. The acceleration of the unvested options
contributed to the increase in total stock-based compensation expense, net of
tax effects, determined under the fair value method shown above from $757,000 in
2004 to $1.9 million in 2005. As a result, the acceleration lowered compensation
expense related to stock options by approximately $1.2 million, net of taxes,
which would have been recognized in its financial statements over future years.
As a result of the acceleration, the Company also recognized $63,000 of
compensation expense in 2005 earnings. The Company expects to recognize
additional pre-tax compensation expense of approximately $417,000 in 2006 as a
result of the adoption of SFAS No. 123R. Compensation costs may differ from
these estimates due to future award grants, modifications or cancellations.
Statements of Financial Accounting Standards
In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment." This
Statement is a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees" and its related implementation
guidance. SFAS No. 123R eliminates the ability to account for stock-based
compensation using APB No. 25 and requires a public entity to measure the cost
of employee services received in exchange for an award of equity instruments
based on the grant-date fair value of the award. The cost will be recognized
over the period during which an employee is required to provide service in
exchange for the award. The grant-date fair value of employee stock options and
similar instruments will be estimated using option-pricing models adjusted for
the unique characteristics of those instruments (unless observable market prices
for the same or similar instruments are available). For equity awards that are
modified after the grant date, incremental compensation cost will be recognized
in an amount equal to the excess of the fair value of the modified award over
the fair value of the original award immediately before the modification. In the
future, the notes to consolidated financial statements will include information
to assist users of financial information to understand the nature of share-based
payment transactions and the effects of those transactions on the financial
statements. On April 14, 2005, the FASB amended the date for compliance with
SFAS No. 123R to the first interim or annual reporting period of the first
fiscal year beginning on or after June 15, 2005. SFAS No. 123R is therefore
effective for the Company beginning January 1, 2006. The Company will apply the
modified prospective method, which requires that compensation expense be
recorded for all unvested stock options and restricted stock upon adoption of
SFAS 123R. The Company will use the Black-Scholes valuation model in determining
the fair value of share-based payments to employees, which will then be
amortized on a straight-line basis over the requisite service period.
SEC Staff Accounting Bulletin
On November 3, 2005, the FASB issued Staff Position (FSP) No. FAS 115-1 and FAS
124-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to
Certain Investments", which addresses the determination of when an investment is
considered impaired; whether the impairment is other than temporary; and how to
measure an impairment loss. The FSP also addresses accounting considerations
subsequent to the recognition of an other-than-temporary impairment on a debt
security, and requires certain disclosures about unrealized losses that have not
been recognized as other-than-temporary impairments. The FSP replaces the
impairment guidance in EITF Issue No. 03-1 with references to existing
authoritative literature concerning other-than-temporary determinations
(principally Statement of Financial Accounting Standards No. 115 and SEC Staff
Accounting Bulletin 59). Under the FSP, impairment losses must be recognized in
earnings equal to the entire difference between the security's cost and its fair
value at the financial statement date, without considering partial recoveries
subsequent to that date. The FSP also requires that an investor recognize an
other-than-temporary impairment loss when a decision to sell a security has been
made and the investor does not expect the fair value of the security to fully
recover prior to the expected time of sale. The FSP is effective for reporting
periods beginning after December 15, 2005. The Company does not expect that the
application of the FSP will have a material impact on its financial condition,
results of operations or financial statement disclosures.
In May 2004, the FASB issued Staff Position (FSP) No. FAS 106-2, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003", which supersedes FSP FAS 106-1 of the same
title. The FSP clarifies the accounting for the benefits attributable to new
government subsidies for companies that provide prescription drug benefits to
retirees. The new accounting requirements became effective at the beginning of
the third calendar quarter of 2004. In accordance with FSP FAS 106-1, the
Company elected to defer accounting for the economic effects of the new Medicare
Act, pending specific authoritative guidance on the accounting for the federal
subsidy. The Company has reviewed the requirements of the Medicare Act relative
to its post-retirement plan and has determined that the effects will not be
material to the Company's financial condition or results of operation.
Effective October 1, 2005, the Company amended its benefit plan related to
post-retirement medical coverage. The change includes a modification of the
benefits available for active employees below the age of 55, and employee above
the age of 55, with less than ten years service. The modification includes the
establishment of HRA accounts for the affected employees, which in effect, caps
the Company's liability. Employees hired after December 31, 2004 do not
participate in the Company's post-retirement benefit plan. Refer to Note 11
"Employee Benefit Plans" for additional details.
46
Note 2 Securities
The following summarizes securities held by the Company:
Available-for-Sale Securities
---------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
December 31, 2005 (in thousands) Cost Gains Losses Value
---------------------------------------------------------------------------------------------------------------------
Obligations of U.S. Government sponsored agencies $ 205,723 $ 25 $ 5,114 $ 200,634
Obligations of states and political subdivisions 46,821 642 421 47,042
Mortgage-backed securities 321,168 645 6,291 315,522
U.S. corporate securities 2,500 0 0 2,500
---------------------------------------------------------------------------------------------------------------------
Total debt securities 576,212 1,312 11,826 565,698
Equity securities 10,544 0 0 10,544
---------------------------------------------------------------------------------------------------------------------
Total available-for-sale securities $ 586,756 $ 1,312 $ 11,826 $ 576,242
=====================================================================================================================
Available-for-sale securities include $10,323,000 in nonmarketable equity
securities, which are carried at cost since fair values are not readily
determinable. This figure includes $8,798,000 of Federal Home Loan Bank (FHLB)
stock and $721,000 of Federal Reserve Bank (FRB) stock, which are required to be
held for regulatory purposes and for borrowings availability. The required
investment in FHLB stock is tied to the Company's borrowing levels with the
FHLB. Substantially all of the above mortgage-backed securities are direct pass
through securities or collateralized mortgage obligations issued or backed by
Federal agencies.
Held-to-Maturity Securities
---------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
December 31, 2005 (in thousands) Cost Gains Losses Value
---------------------------------------------------------------------------------------------------------------------
Obligations of states and political subdivisions $ 82,658 $ 773 $ 663 $ 82,768
---------------------------------------------------------------------------------------------------------------------
Total held-to-maturity debt securities $ 82,658 $ 773 $ 663 $ 82,768
=====================================================================================================================
Available-for-Sale Securities
---------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
December 31, 2004 (in thousands) Cost Gains Losses Value
---------------------------------------------------------------------------------------------------------------------
Obligations of U.S. Government sponsored agencies $ 231,201 $ 614 $ 1,933 $ 229,882
Obligations of states and political subdivisions 43,024 1,396 86 44,334
Mortgage-backed securities 300,359 2,853 1,343 301,869
U.S. corporate securities 3,000 0 50 2,950
---------------------------------------------------------------------------------------------------------------------
Total debt securities 577,584 4,863 3,412 579,035
Equity securities 12,036 0 0 12,036
---------------------------------------------------------------------------------------------------------------------
Total available-for-sale securities $ 589,620 $ 4,863 $ 3,412 $ 591,071
=====================================================================================================================
Available-for-sale securities include $11,815,000 in nonmarketable equity
securities, which are carried at cost since fair values are not readily
determinable. This figure includes $10,291,000 of Federal Home Loan Bank stock
and $720,000 of Federal Reserve Bank stock, which are required to be held for
regulatory purposes and for borrowings availability. The required investment in
FHLB stock is tied to the Company's borrowing levels with the FHLB.
Substantially all of the above mortgage-backed securities are direct pass
through securities or collateralized mortgage obligations issued or backed by
Federal agencies.
47
Note 2 Securities (continued)
Held-to-Maturity Securities
---------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
December 31, 2004 (in thousands) Cost Gains Losses Value
---------------------------------------------------------------------------------------------------------------------
Obligations of states and political subdivisions $ 69,252 $ 1,498 $ 224 $ 70,526
---------------------------------------------------------------------------------------------------------------------
Total held-to-maturity debt securities $ 69,252 $ 1,498 $ 224 $ 70,526
=====================================================================================================================
The amortized cost and fair value of debt securities by contractual maturity are
shown in the following table. Expected maturities will differ from contractual
maturities because issuers may have the right to call or prepay obligations with
or without call or prepayment penalties.
Amortized Fair
December 31, 2005 (in thousands) Cost Value
---------------------------------------------------------------------------------------
Available-for-sale securities:
Due in one year or less $ 5,377 $ 5,387
Due after one year through five years 193,680 189,297
Due after five years through ten years 47,029 46,647
Due after ten years 8,958 8,845
---------------------------------------------------------------------------------------
Total 255,044 250,176
---------------------------------------------------------------------------------------
Mortgage-backed securities 321,168 315,522
Equity securities 10,544 10,544
---------------------------------------------------------------------------------------
Total available-for-sale securities $ 586,756 $ 576,242
=======================================================================================
Amortized Fair
December 31, 2005 (in thousands) Cost Value
---------------------------------------------------------------------------------------
Held-to-maturity securities:
Due in one year or less $ 35,148 $ 35,060
Due after one year through five years 21,869 21,773
Due after five years through ten years 21,213 21,369
Due after ten years 4,428 4,566
---------------------------------------------------------------------------------------
Total held-to-maturity debt securities $ 82,658 $ 82,768
=======================================================================================
Realized gains on available-for-sale securities were $39,000 in 2005, $257,000
in 2004, and $896,000 in 2003; realized losses on available-for-sale securities
were $1,565,000 in 2005, $159,000 in 2004, and $853,000 in 2003.
The following table summarizes securities that had unrealized losses at December
31, 2005:
------------------------------------------------------------------------------------------------------------------------------------
Less than 12 Months 12 Months or Longer Total
------------------------------------------------------------------------------------------------------------------------------------
Fair Unrealized Fair Unrealized Fair Unrealized
(in thousands) Value Losses Value Losses Value Losses
------------------------------------------------------------------------------------------------------------------------------------
Obligations of U.S. Government sponsored agencies $ 97,789 $ 1,698 $ 87,841 $ 3,416 $ 185,630 $ 5,114
Obligations of states and political subdivisions 58,743 650 14,944 434 73,687 1,084
Mortgage-backed securities 197,968 2,959 83,183 3,332 281,151 6,291
U.S corporate securities 0 0 0 0 0 0
------------------------------------------------------------------------------------------------------------------------------------
Total debt securities 354,500 5,307 185,968 7,182 540,468 12,489
Equity securities 0 0 0 0 0 0
------------------------------------------------------------------------------------------------------------------------------------
Total securities $ 354,500 $ 5,307 $ 185,968 $ 7,182 $ 540,468 $ 12,489
====================================================================================================================================
48
Note 2 Securities (continued)
The following table summarizes securities that had unrealized losses at December
31, 2004:
------------------------------------------------------------------------------------------------------------------------------------
Less than 12 Months 12 Months or Longer Total
------------------------------------------------------------------------------------------------------------------------------------
Fair Unrealized Fair Unrealized Fair Unrealized
(in thousands) Value Losses Value Losses Value Losses
------------------------------------------------------------------------------------------------------------------------------------
Obligations of U.S. Government sponsored agencies $ 143,018 $ 1,393 $ 10,442 $ 540 $ 153,460 $ 1,933
Obligations of states and political subdivisions 23,601 261 1,207 49 24,808 310
Mortgage-backed securities 76,517 595 38,797 748 115,314 1,343
U.S corporate securities 0 0 2,450 50 2,450 50
------------------------------------------------------------------------------------------------------------------------------------
Total debt securities 243,136 2,249 52,896 1,387 296,032 3,636
Equity securities 0 0 0 0 0 0
------------------------------------------------------------------------------------------------------------------------------------
Total securities $ 243,136 $ 2,249 $ 52,896 $ 1,387 $ 296,032 $ 3,636
====================================================================================================================================
Declines in the fair value of held-to-maturity and available-for-sale securities
below their cost that are deemed to be other than temporary are reflected in
earnings as realized losses. In estimating other-than-temporary impairment
losses, management considers, among other things, (i) the length of time and the
extent to which the fair value has been less than cost, (ii) the financial
condition and near-term prospects of the issuer, and (iii) the intent and
ability of the Company to retain its investment in the issuer for a period of
time sufficient to allow for any anticipated recovery in fair value.
Management has the ability and intent to hold the securities classified as
held-to-maturity until they mature, at which time the Company will receive full
value for the securities. Furthermore, as of December 31, 2005 and December 31,
2004, management also had the ability and intent to hold the securities
classified as available-for-sale for a period of time sufficient for a recovery
of cost. The unrealized losses are largely due to increases in market interest
rates over the yields available at the time the underlying securities were
purchased. The fair value is expected to recover as the bonds approach their
maturity date or repricing date or if market yields for similar investments
decline. Management does not believe any of the securities are impaired due to
reasons of credit quality. Accordingly, as of December 31, 2005, and December
31, 2004, management believes the impairments detailed in the tables above are
temporary and no impairment loss has been realized in the Company's Consolidated
Statements of Income.
The Company uses securities to pledge as collateral for public deposits and
other borrowings, and sells securities under agreements to repurchase (see Note
9 Securities Sold Under Agreements to Repurchase and Federal Funds Purchased).
Securities carried at $516.8 million and $522.1 million at December 31, 2005 and
2004, respectively, were either pledged or sold under agreements to repurchase.
Except for U.S. government securities, there were no holdings, when taken in the
aggregate, of any single issuer that exceeded 10% of shareholders' equity at
December 31, 2005.
The Company has an equity investment in a small business investment company
(SBIC) established for the purpose of providing financing to small businesses in
market areas served by the Company. As of December 31, 2005 and 2004, this
investment totaled $3,407,000 and $3,404,000, respectively, and was included in
other assets on the Company's Consolidated Statements of Condition. The
investment is accounted for under the equity method of accounting.
Note 3 Comprehensive Income
Comprehensive income for the three years ended December 31 is summarized below:
(in thousands) 2005 2004 2003
----------------------------------------------------------------------------------------------------------------------------------
Net income $ 27,685 $ 25,615 $ 24,205
----------------------------------------------------------------------------------------------------------------------------------
Net unrealized holding loss on available-for-sale securities
during the year. Pre-tax net unrealized holding loss was $(13,490) in 2005
$(3,475) in 2004, $(7,593) in 2003 (8,095) (2,085) (4,556)
Reclassification adjustment for net realized loss (gain) on the sale of
available-for-sale securities (pre-tax net loss (gain) of $1,526 in 2005, $(98)
in 2004, and $(43) in 2003) 916 (59) (26)
----------------------------------------------------------------------------------------------------------------------------------
Other comprehensive loss (7,179) (2,144) (4,582)
----------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income $ 20,506 $ 23,471 $ 19,623
==================================================================================================================================
49
Note 4 Loan/Lease Classification Summary and Related Party Transactions
Loans/Leases at December 31 were as follows:
(in thousands) 2005 2004
---------------------------------------------------------------------------------------------------------------------
Residential real estate $ 475,155 $ 451,014
Commercial real estate 347,443 296,614
Real estate construction 30,309 27,163
Commercial 306,410 277,082
Consumer and other 100,249 100,971
Leases 14,864 23,121
---------------------------------------------------------------------------------------------------------------------
Total loans and leases 1,274,430 1,175,965
Less unearned income and net deferred costs and fees (3,081) (3,817)
---------------------------------------------------------------------------------------------------------------------
Total loans and leases, net of unearned income and deferred costs and fees $ 1,271,349 $ 1,172,148
=====================================================================================================================
As part of its asset/liability management strategy the Company may sell certain
residential mortgage loans in the secondary market. During 2005, 2004, and 2003,
the Company sold residential mortgage loans totaling $16,532,000, $14,691,000,
and $52,585,000, respectively, and realized gains on these sales of $238,000,
$240,000, and $970,000, respectively. When residential mortgage loans are sold
or securitized, the Company typically retains all servicing rights, which
provides the Company with a source of fee income. In connection with the sales
in 2005, 2004, and 2003, the Company recorded mortgage-servicing assets of
$98,000, $95,200, and $688,000, respectively.
Amortization of mortgage servicing assets amounted to $127,000 in 2005, $168,000
in 2004 and $343,000 in 2003. At December 31, 2005, the Company serviced
mortgage loans aggregating $135,611,000, including loans securitized and held as
available-for-sale, compared to $138,810,000 at December 31, 2004. Mortgage
servicing rights totaled $949,000 and $978,000 at December 31, 2005 and 2004,
respectively. Loans held for sale, which are included in residential real estate
in the table above, totaled $180,000, and $267,000 at December 31, 2005 and
2004, respectively. No loans were securitized in 2005 or 2004.
As members of the FHLB, the Company's subsidiary banks may use unencumbered
mortgage related assets to secure borrowings from the FHLB. At December 31,
2005, the Company had $63,430,000 in term advances from the FHLB that were
secured by residential mortgage loans.
The Company's loan/lease customers are located primarily in the upstate New York
communities served by its three subsidiary banks. The Trust Company operates
fourteen banking offices in the counties of Tompkins, Cayuga, Cortland, and
Schuyler, New York. The Bank of Castile operates thirteen banking offices in
towns situated in and around the areas commonly known as the Letchworth State
Park area and the Genesee Valley region of New York State. Mahopac National Bank
is located in Putnam County, New York, and operates four offices in that county,
two offices in neighboring Dutchess County, New York, and one office in
Westchester County, New York. Other than general economic risks, management is
not aware of any material concentrations of credit risk to any industry or
individual borrower.
Directors and officers of the Company and its affiliated companies were
customers of, and had other transactions with, the Company's banking
subsidiaries in the ordinary course of business. Such loans and commitments were
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other persons,
and did not involve more than normal risk of collectibility or present other
unfavorable features.
Loan transactions with related parties are summarized as follows:
(in thousands) 2005 2004
-------------------------------------------------------------------------------
Balance at beginning of year $ 9,964 $ 8,113
Former Directors/Executive Officers (8) (399)
New loans and advancements 3,034 4,726
Loan payments (2,136) (2,476)
-------------------------------------------------------------------------------
Balance at end of year $ 10,854 $ 9,964
===============================================================================
50
Note 5 Reserve for Loan/Lease Losses
Changes in the reserve for loan/lease losses are summarized as follows:
(in thousands) 2005 2004 2003
----------------------------------------------------------------------------------------------
Reserve at beginning of year $ 12,549 $ 11,685 $ 11,704
Provisions charged to operations 2,659 2,860 2,497
Recoveries on loans/leases 706 794 491
Loans/leases charged-off (2,237) (2,790) (3,007)
----------------------------------------------------------------------------------------------
Reserve at end of year 13,677 $ 12,549 $ 11,685
==============================================================================================
The Company's recorded investment in loans/leases that are considered impaired
totaled $2,687,000 at December 31, 2005, and $5,131,000 at December 31, 2004.
The average recorded investment in impaired loans/leases was $3,582,000 in 2005,
$4,274,000 in 2004, and $3,852,000 in 2003. The December 31, 2005, recorded
investment in impaired loans/leases includes $1,660,000 of loans/leases that had
related reserves of $345,000. The December 31, 2004, recorded investment in
impaired loans/leases includes $4,971,000 of loans/leases that had related
reserves of $810,000. The recorded investment in impaired loans/leases at
December 31, 2003, included $2,496,000 of loans/leases, which had related
reserves of $423,000. Interest income recognized on impaired loans/leases, all
collected in cash, was $93,000 for 2005, $114,000 for 2004, and $106,000 for
2003.
The principal balances of nonperforming loans/leases, including impaired
loans/leases, are detailed in the table below.
December 31
(in thousands) 2005 2004
----------------------------------------------------------------------------------------
Loans 90 days past due and accruing $ 12 $ 31
Nonaccrual loans 4,072 7,392
Troubled debt restructurings not included above 50 189
----------------------------------------------------------------------------------------
Nonperforming loans/leases $ 4,134 $ 7,612
========================================================================================
The difference between the interest income that would have been recorded if
these loans/lease had been paid in accordance with their original term and the
interest income that recorded for the years ended December 31, 2005, 2004, and
2003 was not significant.
Note 6 Goodwill and Other Intangible Assets
Effective January 1, 2001, the Company completed the acquisition of 100% of the
common stock of Austin, Hardie, Wise Agency, Inc. and Ernest Townsend & Son,
Inc., in a cash and stock transaction accounted for as a purchase. In connection
with these acquisitions, the two agencies were merged with and into Tompkins
Insurance, a wholly-owned subsidiary of Tompkins. The agencies continue to
operate from their western New York locations, which include Attica, Warsaw,
Alden, LeRoy, Batavia and Caledonia. The $4.4 million excess of the purchase
price over the fair value of identifiable assets acquired less liabilities
assumed was recorded as goodwill. Prior to the adoption of Statement of
Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets, on January 1, 2002, the goodwill was being amortized on a straight-line
basis over 15 years.
The purchase agreements for the insurance agencies included provisions for
additional consideration to be paid in the form of the release of shares of
Company stock from escrow if Tompkins Insurance met certain income targets in
2001 and 2002. Tompkins Insurance met the income targets, resulting in the
release of 13,802 shares in 2001 and 22,967 in 2002 as additional consideration.
Such shares are considered outstanding for purposes of computing diluted
earnings per share beginning on October 1, 2001 for shares released in 2001 and
beginning on July 1, 2002 for shares released in 2002.
On June 22, 2001, Tompkins Insurance acquired the assets of Youngs & Linfoot of
LeRoy, Inc. in a cash transaction accounted for as a purchase. The excess of the
purchase price over the fair value of identifiable assets acquired less
liabilities assumed of $287,000 was recorded as goodwill. Prior to the adoption
of SFAS No. 142 on January 1, 2002, the goodwill was being amortized on a
straight-line basis over 15 years. The transaction also resulted in $65,000 of
identifiable intangibles consisting of a covenant not to compete, which is being
amortized over 5 years.
On February 1, 2003, Tompkins Insurance acquired the assets of the Powers
Agency, Inc. in a cash transaction. The transaction resulted in an identifiable
intangible asset of $57,000 and goodwill of $75,000. The identifiable intangible
asset consists of a covenant-not-to-compete and is being amortized over 5 years.
On November 1, 2003, Tompkins Insurance acquired 100% of the stock of Youngs &
Linfoot, Inc., an insurance agency in Geneseo, New York, in a stock and cash
transaction. The transaction resulted in identifiable intangible assets of
$243,000 consisting of customer lists and contracts of $150,000, and a
covenant-not-to-compete of $93,000; and goodwill of $782,000. The
covenant-not-to-compete and other identifiable intangibles are being amortized
over 6 years.
51
Note 6 Goodwill and Other Intangible Assets (continued)
On December 31, 2004, Tompkins Insurance acquired 100% of the stock of Banfield
& Associates, Inc., an insurance agency in Ithaca, New York, in a stock and cash
transaction. The transaction resulted in identifiable intangible assets of
$212,409 consisting of customer lists and contracts of $140,409, and a
covenant-not-to-compete of $72,000; and goodwill of $745,000. The covenant not
to compete and other identifiable intangibles are being amortized over 6 years.
On January 6, 2006, the Company completed its acquisition of AM&M Financial
Services, Inc. (AM&M), a fee-based financial planning firm headquartered in
Pittsford, New York. Under the terms of the Agreement and Plan of Merger dated
November 21, 2005 by and between the Company and AM&M, the Company acquired all
of the issued and outstanding shares of AM&M stock for initial merger
consideration of $2,375,000 in cash and 53,976 shares of Tompkins common stock.
In addition to the merger consideration paid at closing, additional contingent
amounts of up to $8.5 million (payable one-half in cash and one-half in Tompkins
shares) may be paid over a period of four years from closing, depending on the
operating results of AM&M. The merger resulted in initial intangible assets of
approximately $4.5 million. These intangible assets are not included in the
Company's balance sheet as of December 31, 2005.
At December 31, 2005, the Company had unamortized goodwill related to its
various acquisitions totaling $12,286,000 compared with $12,280,000 at December
31, 2004. The increase reflects an adjustment of $6,000 of goodwill recorded as
a result of Tompkins Insurance's acquisition of Banfield & Associates, Inc.
Included in goodwill is approximately $170,000 of unidentified intangible assets
related to various branch acquisitions, which prior to October 1, 2002, were
accounted for under SFAS No. 72, Accounting for Certain Acquisitions of Banking
or Thrift Institutions. With the adoption of SFAS No. 147, Acquisitions of
Certain Financial Institutions, effective October 1, 2002, these intangible
assets are no longer amortized.
At December 31, 2005, the Company had core deposit intangible assets related to
various acquisitions of $916,000 compared to $1,398,000 at December 31, 2004.
The amortization of these intangible assets amounted to $483,000 in 2005 and
$585,000 in 2004.
At December 31, 2005, other intangible assets, consisting of mortgage servicing
rights, customer lists and contracts, and covenants-not-to-compete, totaled
$1,244,000.
The Company reviews its goodwill and intangible assets annually, or more
frequently if conditions warrant, for impairment. Based on the Company's 2005
review, there was no impairment of its goodwill or intangible assets.
Information regarding the carrying amount and the amortization expense of the
Company's acquired intangible assets are disclosed in the table below.
December 31, 2005 (in thousands) Gross Carrying Accumulated Net Carrying
Amount Amortization Amount
---------------------------------------------------------------------------------------------------------
Amortized intangible assets:
Core deposit intangible $ 5,459 $ 4,543 $ 916
Other intangibles 2,137 893 1,244
---------------------------------------------------------------------------------------------------------
Subtotal amortized intangible assets 7,596 5,436 2,160
Goodwill 14,310 2,024 12,286
---------------------------------------------------------------------------------------------------------
Total intangible assets $ 21,906 $ 7,460 $ 14,446
---------------------------------------------------------------------------------------------------------
Aggregate amortization expense: *
For the year to date period ended December 31, 2005 $ 593
Estimated amortization expense: *
For the year ended December 31, 2006 477
For the year ended December 31, 2007 360
For the year ended December 31, 2008 234
For the year ended December 31, 2009 114
For the year ended December 31, 2010 26
=========================================================================================================
* Excludes the amortization of mortgage servicing rights as the amounts are not
material. Amortization of mortgage servicing rights was $127,000, $168,000 and
$343,000 in 2005, 2004 and 2003, respectively.
December 31, 2004 (in thousands) Gross Carrying Accumulated Net Carrying
Amount Amortization Amount
-----------------------------------------------------------------------------------------------
Amortized intangible assets:
Core deposit intangible $ 5,459 $ 4,061 $ 1,398
Other intangibles 2,290 906 1,384
-----------------------------------------------------------------------------------------------
Subtotal amortized intangible assets 7,749 4,967 2,782
Goodwill 14,304 2,024 12,280
-----------------------------------------------------------------------------------------------
Total intangible assets $ 22,053 $ 6,991 $ 15,062
-----------------------------------------------------------------------------------------------
52
Note 6 Goodwill and Other Intangible Assets (continued)
The changes in the carrying amount of goodwill for the year ended December 31,
2005 are as follows:
(in thousands) Gross Carrying Net Carrying
Amount Amount
--------------------------------------------------------------------------------------------------------
Balance as of January 1, 2005 $ 14,304 $ 12,280
Adjustment of goodwill acquired in acquisition of Banfield & Associates 6 6
--------------------------------------------------------------------------------------------------------
Balance as of December 31, 2005 $ 14,310 $ 12,286
--------------------------------------------------------------------------------------------------------
Note 7 Bank Premises and Equipment
Bank premises and equipment at December 31 were as follows:
(in thousands) 2005 2004
--------------------------------------------------------------------------------------------
Land $ 6,803 $ 5,340
Bank premises 35,433 32,414
Furniture, fixtures, and equipment 27,475 25,857
Accumulated depreciation and amortization (32,773) (30,493)
--------------------------------------------------------------------------------------------
Total $ 36,938 $ 33,118
============================================================================================
Depreciation and amortization expenses in 2005, 2004, and 2003 are included in
operating expenses as follows:
(in thousands) 2005 2004 2003
------------------------------------------------------------------------------------------------
Bank premises $ 1,056 $ 1,022 $ 968
Furniture, fixtures, and equipment 2,172 2,083 1,956
------------------------------------------------------------------------------------------------
Total $ 3,228 $ 3,105 $ 2,924
================================================================================================
The following is a summary of the future minimum lease payments under
non-cancelable operating leases as of December 31, 2005:
(in thousands)
--------------------------------------------------
2006 $ 675
2007 491
2008 420
2009 166
2010 112
Thereafter 3,444
--------------------------------------------------
Total $ 5,308
--------------------------------------------------
The Company leases land, buildings and equipment under operating lease
arrangements extending to the year 2090. Total rental expense amounted to
$1,095,000 in 2005, $813,000 in 2004, and $718,000 in 2003. Most leases include
options to renew for periods ranging from 5 to 20 years. Options to renew are
not included in the above future minimum rental commitments. The Company has two
land lease commitments with terms expiring in 2042 and 2090.
53
Note 8 Deposits
The aggregate time deposits of $100,000 or more were $296,806,000 at December
31, 2005, and $193,479,000 at December 31, 2004. Scheduled maturities of time
deposits at December 31, 2005, were as follows:
Less than $100,000
(in thousands) $100,000 and over Total
------------------------------------------------------------------------------------------------------
Maturity
Three months or less $ 82,084 $ 187,638 $ 269,722
Over three through six months 63,417 34,790 98,207
Over six through twelve months 125,383 57,468 182,851
------------------------------------------------------------------------------------------------------
Total due in 2006 270,884 279,896 550,780
2007 53,431 11,604 65,035
2008 8,514 3,291 11,805
2009 3,913 1,289 5,202
2010 1,032 726 1,758
2011 and thereafter 27 0 27
------------------------------------------------------------------------------------------------------
Total $ 337,801 $ 296,806 $ 634,607
======================================================================================================
Note 9 Securities Sold Under Agreements to Repurchase and Federal Funds
Purchased
Securities sold under agreements to repurchase are secured borrowings that
typically mature within thirty to ninety days, although the Company has entered
into repurchase agreements with the Federal Home Loan Bank with maturities that
extend through 2013. Securities sold under agreements to repurchase are stated
at the amount of cash received in connection with the transaction. The Company
may be required to provide additional collateral based on the fair value of the
underlying securities. Federal funds purchased are short-term borrowings that
typically mature within one to ninety days.
Information regarding securities sold under agreements to repurchase and Federal
funds purchased for the years ended December 31, is detailed in the table below:
Securities Sold Under Agreements to Repurchase (dollar amounts in thousands) 2005 2004 2003
---------------------------------------------------------------------------------------------------------------------------------
Total outstanding at December 31 $ 152,651 $ 153,715 $ 187,908
Maximum month-end balance 172,353 195,137 187,908
Average balance during the year 157,646 174,398 131,378
Weighted average rate at December 31 3.21% 2.75% 2.23%
Average interest rate paid during the year 3.07% 2.51% 2.48%
=================================================================================================================================
Federal Funds Purchased (dollar amounts in thousands) 2005 2004 2003
---------------------------------------------------------------------------------------------------------------------------------
Total outstanding at December 31 $ 0 $ 0 $ 0
Maximum month-end balance 3,000 9,200 8,300
Average balance during the year 171 771 1,579
Weighted average rate at December 31 N/A N/A N/A
Average interest rate paid during the year 3.25% 1.50% 1.41%
=================================================================================================================================
54
Note 10 Other Borrowings
The Company, through its subsidiary banks, had available line-of-credit
agreements with banks permitting borrowings to a maximum of approximately
$31,558,000 at December 31, 2005 and $29,000,000 at December 31, 2004. No
advances were outstanding against those lines at December 31, 2005 or 2004.
As members of the Federal Home Loan Bank (FHLB) each bank subsidiary may apply
for advances secured by certain residential mortgage loans and other assets,
provided that certain standards for credit worthiness have been met. At December
31, 2005, the Company, through its subsidiary banks, had established unused
lines of credit with the FHLB of $396,640,000. At December 31, 2005, there were
$63,430,000 in term advances from the FHLB, compared to $63,109,000 at December
31, 2004. Of the $63,430,000 of term advances, $249,000 are due within one year
and have a weighted average rate of 6.39%; and $63,181,000 are due over one year
and have a weighted average rate of 4.35%. Maturities of advances due over one
year include $5,062,000 in 2007, $146,000 in 2008, $973,000 in 2009, $10,000,000
in 2010, $22,000,000 in 2011, $5,000,000 in 2012 and $20,000,000 in 2015.
The Company's FHLB borrowings at December 31, 2005 included $61,000,000 in
fixed-rate callable borrowings, which can be called by the FHLB if certain
conditions are met. Additional details on the fixed-rate callable advances are
provided in the following table.
Current Call
Balance Rate Maturity Date Call Date Frequency Call Features
---------------------------------------------------------------------------------------------------------
4,000,000 4.290 January 30, 2007 January 30, 2004 Quarterly LIBOR strike 7.0%
10,000,000 4.945 December 21, 2010 December 21, 2001 Quarterly FHLB option
3,000,000 5.120 January 31, 2011 January 30, 2004 Quarterly FHLB option
4,000,000 4.640 January 31, 2011 January 30, 2002 Quarterly FHLB option
3,000,000 4.880 January 31, 2011 January 30, 2003 Quarterly FHLB option
4,000,000 4.130 March 2, 2011 March 2, 2002 Quarterly FHLB option
3,000,000 5.120 March 7, 2011 March 5, 2006 Quarterly FHLB option
5,000,000 4.710 November 28, 2011 November 28, 2006 Quarterly FHLB option
5,000,000 3.260 September 18, 2012 September 18, 2007 Quarterly FHLB option
10,000,000 3.850 June 3, 2015 June 3, 2010 One time FHLB option
10,000,000 3.830 November 16, 2015 November 16, 2006 Quarterly FHLB option
------------
Total $ 61,000,000
============
Other borrowings included a Treasury Tax and Loan Note account with the Federal
Reserve Bank of New York totaling $100,000 at December 31, 2005 and December 31,
2004. At December 31, 2005 and 2004, Tompkins Insurance had borrowings of
$142,000 and $94,000, respectively, from unrelated financial institutions.
Note 11 Employee Benefit Plans
The Company maintains a noncontributory defined-benefit pension plan covering
substantially all employees of the Company. The benefits are based on years of
service and percentage of the employees' average compensation. Assets of the
Company's defined benefit plan are invested in common and preferred stock, U. S.
Government securities, corporate bonds and notes, and mutual funds. At December
31, 2005, the plan assets included 44,800 shares of Tompkins common stock that
had a fair value of $1.6 million.
In addition to the Company's noncontributory defined-benefit retirement and
pension plan, the Company provides supplemental employee retirement plans (SERP)
to certain executives.
The Company amended its plan for post-retirement health benefits in 2005.
Employees commencing employment after January 1, 2005 will have no contribution
from the Company towards a plan of benefits. Retirees and employees who were
currently eligible to retire were unaffected at this time. Generally, all other
current employees were eligible for Health Savings Accounts (HSA's) with an
initial balance equal to the amount of the Company's estimated current
liability. Contributions to the plan will be limited to an annual contribution
of 4% of the total HSA balances. Employees, upon retirement, will be able to
utilize their HSA for qualified health costs and deductibles.
The following table sets forth the changes in the projected benefit obligation
for the defined benefit pension plan and SERP and the accumulated benefit
obligation for the post-retirement plan; and the respective plan assets, and the
plans' funded status and amounts recognized in the Company's consolidated
statements of condition at December 31, 2005 and 2004 (the measurement dates of
the plans).
55
Note 11 Employee Benefit Plans (continued)
Pension Benefits Life and Health Benefits SERP Benefits
---------------------------------------------------------------------------------------------------------------------------------
(dollar amounts in thousands) 2005 2004 2005 2004 2005 2004
---------------------------------------------------------------------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation at beginning of year $ 29,508 $ 26,618 $ 5,495 $ 4,923 $ 6,597 $ 5,334
Service cost 1,624 1,382 140 178 122 116
Interest cost 1,746 1,634 272 305 414 366
Plan participants' contributions 0 0 88 0 0 0
Actuarial (gain)/loss 1,287 1,032 (734) 268 602 812
Benefits paid (1,218) (1,158) (316) (179) (31) (31)
Plan amendments 0 0 (355) 0 (787) 0
---------------------------------------------------------------------------------------------------------------------------------
Benefit obligation at end of year $ 32,947 $ 29,508 $ 4,590 $ 5,495 $ 6,917 $ 6,597
---------------------------------------------------------------------------------------------------------------------------------
Change in plan assets
Fair value of plan assets at beginning
of year $ 31,631 $ 27,792 $ 0 $ 0 $ 0 $ 0
Actual return on plan assets 2,151 2,454 0 0 0 0
Plan participants' contributions 0 0 88 0 0 0
Employer contribution 500 2,543 228 179 31 31
Benefits paid (1,218) (1,158) (316) (179) (31) (31)
---------------------------------------------------------------------------------------------------------------------------------
Fair value of plan assets at end of year $ 33,064 $ 31,631 $ 0 $ 0 $ 0 $ 0
---------------------------------------------------------------------------------------------------------------------------------
Funded (unfunded) status $ 117 $ 2,123 $ (4,590) $ (5,495) $ (6,917) $ (6,597)
Unrecognized net actuarial loss 13,946 12,833 44 780 2,026 1,535
Net transition obligation 0 0 520 924 0 0
Unrecognized prior service cost (1,403) (1,534) 0 60 144 1,037
---------------------------------------------------------------------------------------------------------------------------------
Prepaid (accrued) benefit cost $ 12,660 $ 13,422 $ (4,026) $ (3,731) $ (4,747) $ (4,025)
---------------------------------------------------------------------------------------------------------------------------------
Weighted-average assumptions used to
determine benefit obligations at
December 31
Discount rate 5.75% 6.00% 5.75% 6.00% 5.75% 6.00%
Rate of compensation increase (1) 4.00-5.00% 4.00-5.00% 4.00% 4.00% 5.00% 5.00%
---------------------------------------------------------------------------------------------------------------------------------
Pension Benefits Life and Health Benefits SERP Benefits
Weighted-average assumptions used to
determine net periodic benefit cost for
years ended December 31 2005 2004 2003 2005 2004 2003 2005 2004 2003
-----------------------------------------------------------------------------------------------------------------------------------
Discount rate 6.00% 6.25% 6.75% 6.00% 6.25% 6.75% 6.00% 6.25% 6.75%
Expected long-term return on plan assets 8.5% 8.50% 8.50% N/A N/A N/A N/A N/A N/A
Rate of compensation increase (1) 4.00- 4.00- 4.00- 4.00% 4.00% 4.00% 5.00% 5.00% 5.00%
5.00% 5.00% 5.00%
===================================================================================================================================
(1) The rate of compensation increase for the Trust Company is 4%, and is 5% for
all other groups.
The accumulated benefit obligation of the pension plan was $32,947,000 and
$29,508,000 at December 31, 2005 and 2004, respectively.
Tompkins Trust Company offers post-retirement health care benefits. The weighted
average annual assumed rate of increase in the per capita cost of covered
benefits (the health care cost trend rate) is 9.50% beginning in 2006, and is
assumed to decrease gradually to 5.0% in 2012 and beyond. Increasing the assumed
health care cost trend rates by 1% in each year would decrease the accumulated
post-retirement benefit obligation as of December 31, 2005, by $113,000 and the
net periodic post-retirement benefit cost for 2005 by $10,000. Decreasing the
assumed health care cost trend rates by 1% each year would increase the
accumulated post-retirement benefit obligation as of December 31, 2005, by
$132,000 and increase the net periodic post-retirement benefit cost by $15,000.
In December 2003, The Medicare Prescription Drug, Improvement and Modernization
Act of 2003 ("Medicare Act") was signed into law. The Medicare Act introduced
both a Medicare prescription-drug benefit and a federal subsidy to sponsors of
retiree healthcare plans that provide a benefit at least "actuarially
equivalent" to the Medicare benefit. These provisions of the Medicare Act will
affect accounting measurements under SFAS No. 106.
56
Note 11 Employee Benefit Plans (continued)
In May 2004, the Financial Accounting Standards Board (FASB) issued Staff
Position (FSP) No. FAS 106-2, "Accounting and Disclosure Requirements Related to
the Medicare Prescription Drug, Improvement and Modernization Act of 2003",
which supersedes FSP FAS 106-1 of the same title. The FSP clarifies the
accounting for the benefits attributable to new government subsidies for
companies that provide prescription drug benefits to retirees. The new
accounting requirements became effective at the beginning of the third calendar
quarter of 2004. In accordance with FSP FAS 106-1, the Company elected to defer
accounting for the economic effects of the new Medicare Act, pending specific
authoritative guidance on the accounting for the federal subsidy. The Company
has reviewed the requirements of the Medicare Act relative to its
post-retirement plan and has determined that the effects will not be material to
the Company's financial condition or results of operations.
Net periodic benefit cost includes the following components:
Components of net periodic benefit cost
(in thousands) Pension Benefits Life and Health Benefits SERP Benefits
----------------------------------------------------------------------------------------------------------------------------------
2005 2004 2003 2005 2004 2003 2005 2004 2003
----------------------------------------------------------------------------------------------------------------------------------
Service cost $ 1,624 $ 1,382 $ 1,168 $ 140 $ 178 $ 148 $ 122 $ 116 $ 62
Interest cost 1,746 1,634 1,538 272 305 286 414 366 311
Expected return on plan assets (2,647) (2,338) (1,805) 0 0 0 0 0 0
Amortization of prior service cost (131) (131) (130) 5 7 7 106 105 105
Recognized net actuarial loss 669 673 699 0 6 0 111 61 25
Amortization of transition (asset)
liability 0 0 (56) 103 116 115 0 0 0
Other N/A N/A N/A N/A N/A N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------------
Net periodic benefit cost $ 1,261 $ 1,220 $ 1,414 $ 520 $ 612 $ 556 $ 753 $ 648 $ 503
----------------------------------------------------------------------------------------------------------------------------------
Plan Assets
The Company's pension plan weighted-average asset allocations at December 31,
2005 and 2004, by asset category are as follows:
2005 2004
---------------------------------------------------------
Equity securities 83% 81%
Debt securities 14% 15%
Other 3% 4%
---------------------------------------------------------
Total Allocation 100% 100%
---------------------------------------------------------
The Company is not required to contribute to the pension plan in 2006; however,
the Company may voluntarily contribute to the pension plan in 2006.
To develop the expected long-term rate of return on asset assumption, the
Company considered the historical returns and the future expectations for
returns for each asset class, as well as target asset allocations of the pension
portfolio. Based on this analysis, the Company selected 8.50% as the long-term
rate of return on assets assumption.
It is the policy of the Trustees to invest the Pension Trust Fund (the "Fund")
for total return. The Trustees seek the maximum return consistent with the
interests of the participants and beneficiaries and prudent investment
management. The management of the Fund's assets is in compliance with the
guidelines established in the Company's Pension Plan and Trust Investment
Policy, which is reviewed and approved annually by the Tompkins Board of
Directors, and the Pension Investment Review Committee.
The intention is for the Fund to be prudently diversified. The Fund's
investments will be invested among the fixed income, equity and cash equivalent
sectors. The pension committee will designate minimum and maximum positions in
any of the sectors. In no case shall more than 10% of the Fund assets consist of
qualified securities or real estate of the Company. In addition, the following
investments are prohibited:
1. Restricted stock, private placements, short positions,
calls, puts, or margin transactions;
2. Commodities, oil and gas properties, real estate properties,
or
3. Any investment that would constitute a prohibited
transaction as described in the Employee Retirement Income
Security Act of 1974 ("ERISA"), section 407, 29 U.S.C. 1106.
57
Note 11 Employee Benefit Plans (continued)
In general, the investment in debt securities is limited to readily marketable
debt securities having a Standard & Poor's rating of "A" or Moody's rating of
"A", securities of, or guaranteed by the United States Government or it
agencies, or obligations of banks or their holding companies that are rated in
the three highest ratings assigned by Fitch Investor Service, Inc. In addition,
investments in equity securities must be listed on the New York Stock Exchange
(NYSE), the American Stock Exchange (ASE) or are traded on the national Over The
Counter market or listed on the NASDAQ system. Cash equivalents generally may be
United States Treasury obligations, commercial paper having a Standard & Poor's
rating of "A-1" or Moody's National Credit Officer rating of "P-1"or higher.
At December 31, 2005, the following benefit payments, which reflect expected
future service, as appropriate, are expected to be paid.
(dollar amounts in thousands) Life and
Health
Pension Benefits SERP
----------------------------------------------------------------------------------
2006 $ 1,272 $ 310 $ 20
2007 1,390 320 222
2008 1,500 320 219
2009 1,570 330 215
2010 1,727 340 211
2011-2015 11,399 1,970 1,822
----------------------------------------------------------------------------------
The Company has an Employee Stock Ownership Plan (ESOP) and a 401(k) Investment
and Stock Ownership Plan (ISOP) covering substantially all employees of the
Company. The ESOP allows for Company contributions in the form of common stock
of the Company. Annually, the Tompkins Board of Directors determines a
profit-sharing payout to its employees in accordance with a performance-based
formula. A percentage of the approved amount is paid in Company common stock
into the ESOP. Contributions are limited to a maximum amount as stipulated in
the ESOP. The remaining percentage is either paid out in cash or deferred into
the ISOP at the direction of the employee. Compensation expense related to the
ESOP and ISOP totaled $1.6 million in 2005, $1.8 million in 2004, and $1.2
million in 2003.
Under the ISOP, employees may contribute a percentage of their eligible
compensation with a Company match of such contributions up to a maximum match of
4%. The Company provided certain matching contributions to the ISOP based upon
the amount of contributions made by plan participants. The expense associated
with these matching provisions was $871,000 in 2005, $801,000 in 2004, and
$760,000 in 2003.
Life insurance benefits are provided to certain officers of the Company. In
connection with these benefits, the Company reflects life insurance assets on
its Consolidated Statements of Condition of $27.2 million at December 31, 2005,
and $23.9 million at December 31, 2004. The insurance is carried at its cash
surrender value on the Consolidated Statements of Condition. Increases in the
cash surrender value of the insurance are reflected as noninterest income, net
of any related mortality expense.
Note 12 Stock Based Compensation
In January 2001, the Company adopted a stock option plan (the "2001 Plan"),
which authorizes grants of options up to 423,500 shares of authorized but
unissued common stock. On May 12, 2003, the 2001 Plan was amended to increase
the number of shares reserved for issuance from 423,500 shares to 1,028,500
shares. At December 31, 2005, there were 580,377 shares available for grant
under the 2001 Plan. The Board of Directors of Tompkins may grant stock options
to officers, employees and certain other individuals. Stock options are granted
with an exercise price equal to the stock's fair market value at the date of
grant, may not have a term in excess of ten years, and have vesting periods that
range between one and five years from the grant date. Prior to the adoption of
the 2001 Plan, the Company had similar stock option plans that authorized up to
597,861 shares of authorized but unissued common stock. These prior plans remain
in effect solely with respect to unexercised options issued under these plans.
In December 2005, the Compensation Committee of the Board of Directors of
Tompkins approved the accelerated vesting of all currently outstanding unvested
stock options, except for those options issued to executive officers of
Tompkins. The affected options were previously awarded to officers and employees
under the Company's 2001 Stock Ownership Plan. There is no change to the
Company's compensation philosophy and all other terms and conditions applicable
to such options, including the exercise prices and exercise periods, remain
unchanged. No options held by executive vice presidents or chief executive
officers are affected by the vesting acceleration. As a result of this action,
options to purchase up to 201,188 shares of common stock become exercisable
immediately. Without the acceleration, the options would have vested on dates
ranging from April 18, 2006 to October 3, 2010. This action contributed to the
increase in exercisable shares at year-end 2005 to 458,622 from 211,416 at
year-end 2004.
58
Note 12 Stock Based Compensation (continued)
The following table presents the combined stock option activity for all option
plans during the periods indicated:
Weighted Average
Number of Shares Exercise Price
-------------------------------------------------------------------------------
2005
Beginning balance 631,828 $ 33.52
Granted 2,000 43.40
Exercised (46,308) 22.36
Forfeited (15,826) 37.30
-------------------------------------------------------------------------------
Outstanding at year-end 571,694 34.35
===============================================================================
Exercisable at year-end 458,622 $ 32.85
===============================================================================
2004
Beginning balance 475,196 $ 28.09
Granted 218,900 43.23
Exercised (41,860) 22.53
Forfeited (20,408) 33.87
-------------------------------------------------------------------------------
Outstanding at year-end 631,828 33.52
===============================================================================
Exercisable at year-end 211,416 $ 24.47
===============================================================================
2003
Beginning balance 577,315 $ 26.53
Granted 7,260 41.89
Exercised (71,715) 17.89
Forfeited (37,664) 26.24
-------------------------------------------------------------------------------
Outstanding at year-end 475,196 28.09
===============================================================================
Exercisable at year-end 158,148 $ 20.75
===============================================================================
The following summarizes outstanding and exercisable options at December 31,
2005:
Options Outstanding Options Exercisable
--------------------------------------------------------------------------------------------------------------
Range of Weighted Average Weighted Weighted
Exercise Number Remaining Average Number Average
Prices Outstanding Contractual Life Exercise Price Exercisable Exercise Price
--------------------------------------------------------------------------------------------------------------
$15.93-31.20 195,736 4.40 $23.76 186,508 $23.40
$35.41-43.18 171,008 6.82 $35.77 144,384 $35.83
$43.27-43.40 204,950 8.35 $43.27 127,730 $43.27
--------------------------------------------------------------------------------------------------------------
571,694 6.54 $34.35 458,622 $32.85
==============================================================================================================
59
Note 13 Income Taxes
The income tax expense (benefit) attributable to income from operations is
summarized as follows:
(in thousands) Current Deferred Total
--------------------------------------------------------------------------------
2005
Federal $ 13,927 $ (1,843) $ 12,084
State 1,502 (379) 1,123
--------------------------------------------------------------------------------
Total $ 15,429 $ (2,222) $ 13,207
--------------------------------------------------------------------------------
2004
Federal $ 10,655 $ 276 $ 10,931
State 1,678 (116) 1,562
--------------------------------------------------------------------------------
Total $ 12,333 $ 160 $ 12,493
--------------------------------------------------------------------------------
2003
Federal $ 10,294 $ 137 $ 10,431
State 1,582 51 1,633
--------------------------------------------------------------------------------
Total $ 11,876 $ 188 $ 12,064
================================================================================
The primary reasons for the differences between income tax expense and the
amount computed by applying the statutory federal income tax rate to earnings
are as follows:
2005 2004 2003
--------------------------------------------------------------------------------------------
Statutory federal income tax rate 35.0% 35.0% 35.0%
State income taxes, net of federal benefit 1.8 2.6 2.9
Tax exempt income (3.6) (3.5) (3.4)
All other (0.9) (1.3) (1.2)
--------------------------------------------------------------------------------------------
Total 32.3% 32.8% 33.3%
============================================================================================
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities as of December 31 were as
follows:
(in thousands) 2005 2004
-------------------------------------------------------------------------------
Deferred tax assets:
Reserve for loan/lease losses $ 5,422 $ 5,027
Compensation and benefits 5,375 4,636
Other 1,216 1,040
-------------------------------------------------------------------------------
Total deferred tax assets $ 12,013 $ 10,703
-------------------------------------------------------------------------------
Deferred tax liabilities:
Prepaid pension $ 5,038 $ 5,342
Depreciation 792 1,048
Leasing transactions 96 475
Other 649 622
-------------------------------------------------------------------------------
Total deferred tax liabilities $ 6,575 $ 7,487
-------------------------------------------------------------------------------
Net deferred tax asset at year-end $ 5,438 $ 3,216
-------------------------------------------------------------------------------
Net deferred tax asset at beginning of year $ 3,216 $ 3,460
-------------------------------------------------------------------------------
Decrease (increase) in net deferred tax asset 2,222 (244)
Purchase accounting adjustments, net 0 (84)
-------------------------------------------------------------------------------
Deferred tax (benefit) expense $ (2,222) $ 160
===============================================================================
60
Note 13 Income Taxes (continued)
This analysis does not include the recorded deferred tax asset of $4,206,000 as
of December 31, 2005 and the recorded deferred tax liabilities of $580,000 as of
December 31, 2004 related to the net unrealized holding loss/gain in the
available-for-sale securities portfolio.
Realization of deferred tax assets is dependent upon the generation of future
taxable income or the existence of sufficient taxable income within the
carry-back period. A valuation allowance is provided when it is more likely than
not that some portion of the deferred tax assets will not be realized. In
assessing the need for a valuation allowance, management considers the scheduled
reversal of the deferred tax liabilities, the level of historical taxable
income, and the projected future taxable income over the periods in which the
temporary differences comprising the deferred tax assets will be deductible.
Based on its assessment, management determined that no valuation allowance is
necessary at December 31, 2005 and 2004.
Note 14 Commitments and Contingent Liabilities
The Company, in the normal course of business, is a party to financial
instruments with off-balance-sheet risk to meet the financial needs of its
customers. These financial instruments include loan commitments, stand-by
letters of credit, and unused portions of lines of credit. The contract, or
notional amount, of these instruments represents the Company's involvement in
particular classes of financial instruments. These instruments involve, to
varying degrees, elements of credit and interest rate risk in excess of the
amount recognized on the consolidated statements of condition.
In November 2002, the FASB issued FASB Interpretation No. 45 (FIN No. 45),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others; an Interpretation of FASB
Statements No. 5,57 and 107 and rescission of FASB Interpretation No. 34. FIN
No. 45 requires certain new disclosures and potential liability recognition for
the fair value at issuance of guarantees that fall within its scope. Based upon
the Company's interpretation of FIN No. 45, the Company currently does not issue
any guarantees that would require liability recognition under FIN No. 45, other
than its stand-by letters of credit, the amount of which is not considered
significant at December 31, 2005 and 2004.
The Company's maximum potential obligations to extend credit for loan
commitments (unfunded loans, unused lines of credit, and stand-by letters of
credit) outstanding on December 31 were as follows:
(in thousands) 2005 2004
--------------------------------------------------------------------------------
Loan commitments $ 69,234 $ 71,809
Stand-by letter of credit 24,695 20,914
Undisbursed portion of lines of credit 229,503 216,787
--------------------------------------------------------------------------------
Total $ 323,432 $ 309,510
================================================================================
Commitments to extend credit (including lines of credit) are agreements to lend
to a customer as long as there is no violation of any condition established in
the contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Stand-by letters of credit
are conditional commitments to guarantee the performance of a customer to a
third party. Management uses the same credit policies in making commitments to
extend credit and stand-by letters of credit as are used for on-balance-sheet
lending decisions. Based upon management's evaluation of the counterparty, the
Company may require collateral to support commitments to extend credit and
stand-by letters of credit. The credit risk amounts are equal to the contractual
amounts, assuming the amounts are fully advanced and collateral or other
security is of no value. The Company does not anticipate losses as a result of
these transactions. These commitments also have off-balance-sheet interest-rate
risk, in that the interest rate at which these commitments were made may not be
at market rates on the date the commitments are fulfilled. Since some
commitments and stand-by letters of credit are expected to expire without being
drawn upon, the total commitment amounts do not necessarily represent future
cash flow requirements.
At December 31, 2005, the Company had rate lock agreements associated with
mortgage loans to be sold in the secondary market (certain of which relate to
loan applications for which no formal commitment has been made) amounting to
approximately $1.6 million. In order to limit the interest rate risk associated
with rate lock agreements, as well as the interest rate risk associated with
mortgages held for sale, if any, the Company enters into agreements to sell
loans in the secondary market to unrelated investors on a loan-by-loan basis. At
December 31, 2005, the Company had approximately $260,000 of commitments to sell
mortgages to unrelated investors on a loan-by-loan basis.
In the normal course of business, the Company is involved in various legal
proceedings. In the opinion of management, based upon the review with counsel,
the proceedings are not expected to have a material effect on the Company's
financial condition or results of operations.
61
Note 15 Earnings Per Share
Calculation of basic earnings per share (Basic EPS) and diluted earnings per
share (Diluted EPS) is shown below. Per share data has been retroactively
adjusted to reflect a 10% stock dividend paid on February 15, 2005.
Weighted
Net Average
For year ended December 31, 2005 Income Shares Per Share
(in thousands except share and per share data) (Numerator) (Denominator) Amount
------------------------------------------------------------------------------------------------------------------------
Basic EPS:
Income available to common shareholders $27,685 8,957,081 $3.09
Effect of dilutive securities:
Stock options 134,101
Diluted EPS:
Income available to common shareholders plus assumed conversions $27,685 9,091,182 $3.05
========================================================================================================================
The effect of dilutive securities calculation for the year ended December 31,
2005 excludes stock options of 53,433 because the exercise price of the options
was greater than the average market value of the Company's common stock during
the period.
Weighted
Net Average
For year ended December 31, 2004 Income Shares Per Share
(in thousands except share and per share data) (Numerator) (Denominator) Amount
------------------------------------------------------------------------------------------------------------------------
Basic EPS:
Income available to common shareholders $25,615 8,956,013 $2.86
Effect of dilutive securities:
Stock options 146,614
Diluted EPS:
Income available to common shareholders plus assumed conversions $25,615 9,102,627 $2.81
========================================================================================================================
The effect of dilutive securities calculation for the year ended December 31,
2004 excludes stock options of 92,143 because the exercise price of the options
was greater than the average market value of the Company's common stock during
the period.
Weighted
Net Average
For year ended December 31, 2003 Income Shares Per Share
(in thousands except share and per share data) (Numerator) (Denominator) Amount
------------------------------------------------------------------------------------------------------------------------
Basic EPS:
Income available to common shareholders $24,205 8,943,494 $2.71
Effect of dilutive securities:
Stock options 160,174
Diluted EPS:
Income available to common shareholders plus assumed conversions $24,205 9,103,668 $2.66
========================================================================================================================
The effect of dilutive securities calculation for the year ended December 31,
2003 excludes stock options of 247 because the exercise price of the options was
greater than the average market value of the Company's common stock during the
period.
62
Note 16 Fair Value of Financial Instruments
The following table presents the carrying amounts and estimated fair values of
the Company's financial instruments at December 31, 2005 and 2004. The carrying
amounts shown in the table are included in the consolidated statements of
condition under the indicated captions.
Estimated Fair Value of Financial Instruments 2005 2004
----------------------------------------------------------------------------------------------------------------------------
Carrying Fair Carrying Fair
( in thousands) Amount Value Amount Value
----------------------------------------------------------------------------------------------------------------------------
Financial Assets:
Cash and cash equivalents $ 65,797 $ 65,797 $ 40,932 $ 40,932
Securities - available-for-sale 576,242 576,242 591,071 591,071
Securities - held-to-maturity 82,658 82,768 69,252 70,526
Loans/leases, net (1) 1,257,672 1,251,187 1,159,599 1,154,162
Accrued interest receivable 10,198 10,198 8,762 8,762
Financial Liabilities
Time deposits $ 634,607 $ 630,102 $ 455,942 $ 454,259
Other deposits 1,048,403 1,048,403 1,104,931 1,104,931
Securities sold under agreements to repurchase 152,651 152,717 153,715 153,756
Other borrowings 63,673 62,981 63,303 62,586
Accrued interest payable 3,291 3,291 2,328 2,328
============================================================================================================================
(1) Lease receivables, although excluded from the scope of SFAS No. 107, are
included in the estimated fair value amounts at their carrying value.
The following methods and assumptions were used in estimating fair value
disclosures for financial instruments:
CASH AND CASH EQUIVALENTS: The carrying amounts reported in the consolidated
statements of condition for cash, noninterest-bearing deposits, and Federal
funds sold approximate the fair value of those assets.
SECURITIES: Fair values for securities are based on quoted market prices. When
no secondary market exists to quote a market price the fair value is estimated
based upon comparable securities, or the carrying amount of the security is used
as the estimated fair value. Note 3 discloses the fair values of securities.
LOANS/LEASES: The fair values of fixed rate loans/leases are estimated using
discounted cash flow analyses, and interest rates currently offered for
loans/leases with similar terms and credit quality.
DEPOSITS: The fair values disclosed for non-interest bearing accounts and
accounts with no stated maturities are equal to the amount payable on demand at
the reporting date. The fair value of time deposits was estimated by discounting
expected monthly maturities at interest rates approximating those currently
being offered on time deposits of similar terms.
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE: The carrying amounts of
repurchase agreements and other short-term borrowings approximate their fair
values. Fair values of long-term borrowings are estimated using a discounted
cash flow approach, based on current market rates for similar borrowings.
OTHER BORROWINGS: The fair values of other borrowings are estimated using
discounted cash flow analysis, discounted at the Company's current incremental
borrowing rate for similar borrowing arrangements.
OFF-BALANCE-SHEET INSTRUMENTS: The fair values of outstanding loan commitments,
including unused lines of credit and stand-by letters of credit are based on
fees currently charged to enter into similar agreements, taking into account the
remaining terms of the agreements, the counterparties' credit standing, and
discounted cash flow analyses. In fixed rate loan commitments, fair value
estimates also consider the difference between current market rates and the
committed rates. At December 31, 2005 and 2004, the fair values of these
instruments approximate the value of the related fees and are not significant.
63
Note 17 Regulations and Supervision
The Company and its subsidiary banks are subject to various regulatory capital
requirements administered by Federal bank regulatory agencies. Failure to meet
minimum capital requirements can initiate certain mandatory, and possibly
additional discretionary, actions by regulators that, if undertaken, could have
a direct material adverse effect on the Company's business, results of operation
and financial condition. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action (PCA), banks must meet specific
guidelines that involve quantitative measures of assets, liabilities, and
certain off-balance-sheet items as calculated under regulatory accounting
practices. Capital amounts and classifications of the Company and its subsidiary
banks are also subject to qualitative judgments by regulators concerning
components, risk weightings, and other factors. Quantitative measures
established by regulation to ensure capital adequacy require the maintenance of
minimum amounts and ratios (set forth in the table below) of total capital and
Tier I capital (as defined in the regulations) to risk-weighted assets (as
defined), and of Tier I capital to average assets (as defined). Management
believes that the Company and its subsidiary banks meet all capital adequacy
requirements to which they are subject.
As of December 31, 2005, the most recent notifications from Federal bank
regulatory agencies categorized the Tompkins Trust Company, The Bank of Castile
and Mahopac National Bank as "well capitalized" under the regulatory framework
for PCA. To be categorized as well capitalized, the Company and its subsidiary
banks must maintain total risk-based, Tier I risk-based, and Tier I leverage
ratios as set forth in the table below. There are no conditions or events since
that notification that management believes have changed the capital category of
the Company or its subsidiary banks. Actual capital amounts and ratios of the
Company and its subsidiary banks are as follows:
Required Required
to be to be
Actual Adequately Capitalized Well Capitalized
------------------------------------------------------------------------------------------------------------------------
(dollar amounts in thousands) Amount/Ratio Amount/Ratio Amount/Ratio
------------------------------------------------------------------------------------------------------------------------
December 31, 2005:
Total Capital (to risk-weighted assets)
The Company (consolidated) $189,434/13.7% >$110,262/>8.0% >$137,828/>10.0%
Trust Company $98,370/14.9% >$52,931/>8.0% >$66,163/>10.0%
Castile $43,865/10.8% >$32,461/>8.0% >$40,577/>10.0%
Mahopac $35,042/11.2% >$24,993/>8.0% >$31,242/>10.0%
Tier I Capital (to risk-weighted assets)
The Company (consolidated) $175,757/12.8% >$55,131/>4.0% >$82,697/>6.0%
Trust Company $92,407/14.0% >$26,465/>4.0% >$39,698/>6.0%
Castile $39,122/9.6% >$16,231/>4.0% >$24,346/>6.0%
Mahopac $32,071/10.3% >$12,497/>4.0% >$18,745/>6.0%
Tier I Capital (to average assets)
The Company (consolidated) $175,757/8.5% >$62,197/>3.0% >$103,662/>5.0%
Trust Company $92,407/8.5% >$32,632/>3.0% >$54,386/>5.0%
Castile $39,122/7.3% >$16,088/>3.0% >$26,813/>5.0%
Mahopac $32,071/6.9% >$14,024/>3.0% >$23,374/>5.0%
========================================================================================================================
December 31, 2004:
Total Capital (to risk-weighted assets)
The Company (consolidated) $170,523/13.4% >$101,804/>8.0% >$127,255/>10.0%
Trust Company $91,521/14.8% >$49,349/>8.0% >$61,686/>10.0%
Castile $40,420/10.7% >$30,335/>8.0% >$37,919/>10.0%
Mahopac $31,521/11.3% >$22,293/>8.0% >$27,866/>10.0%
Tier I Capital (to risk-weighted assets)
The Company (consolidated) $157,974/12.4% >$50,902/>4.0% >$76,353/>6.0%
Trust Company $85,983/13.9% >$24,674/>4.0% >$37,011/>6.0%
Castile $36,070/9.5% >$15,167/>4.0% >$22,751/>6.0%
Mahopac $28,860/10.4% >$11,146/>4.0% >$16,720/>6.0%
Tier I Capital (to average assets)
The Company (consolidated) $157,974/8.1% >$58,481/>3.0% >$97,468/>5.0%
Trust Company $85,983/8.1% >$31,721/>3.0% >$52,869/>5.0%
Castile $36,070/7.5% >$14,485/>3.0% >$24,142/>5.0%
Mahopac $28,860/6.6% >$13,085/>3.0% >$21,809/>5.0%
========================================================================================================================
64
Note 17 Regulations and Supervision (continued)
Generally, dividends from the banking subsidiaries to the Company are limited to
retained net profits for the current year and two preceding years, unless
specific approval is received from the appropriate bank regulatory authority. At
December 31, 2005 the retained net profits of the Company's bank subsidiaries
available to pay dividends were $40,062,000.
Each bank subsidiary is required to maintain reserve balances by the Federal
Reserve Bank of New York. At December 31, 2005, and 2004 the reserve
requirements for the Company's banking subsidiaries totaled $3,675,000.
Note 18 Condensed Parent Company Only Financial Statements
Condensed financial statements for Tompkins (the Parent Company) as of December
31 are presented below.
Condensed Statements of Condition
(in thousands) 2005 2004
--------------------------------------------------------------------------------------------------------------------
ASSETS
Cash $ 4,911 $ 1,969
Available-for-sale securities, at fair value 121 121
Investment in subsidiaries, at equity 172,397 166,669
Other 5,017 3,644
--------------------------------------------------------------------------------------------------------------------
Total Assets $ 182,446 $ 172,403
--------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS EQUITY
Liabilities $ 1,225 $ 1,401
Shareholders' Equity 181,221 171,002
--------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $ 182,446 $ 172,403
====================================================================================================================
Condensed Statements of Income
(in thousands) 2005 2004 2003
----------------------------------------------------------------------------------------------------------------------------
Dividends from available-for-sale securities $ 4 $ 4 $ 4
Dividends received from subsidiaries 15,556 10,365 11,370
Other income 111 109 107
----------------------------------------------------------------------------------------------------------------------------
Total Operating Income 15,671 10,478 11,481
----------------------------------------------------------------------------------------------------------------------------
Other expenses 923 1,218 519
----------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses 923 1,218 519
----------------------------------------------------------------------------------------------------------------------------
Income Before Taxes and Equity in Undistributed
Earnings of Subsidiaries 14,748 9,260 10,962
Income tax benefit 331 441 162
Equity in undistributed earnings of subsidiaries 12,606 15,914 13,081
----------------------------------------------------------------------------------------------------------------------------
Net Income $ 27,685 $ 25,615 $ 24,205
============================================================================================================================
65
Note 18 Condensed Parent Company Only Financial Statements (continued)
Condensed Statements of Cash Flows
(in thousands) 2005 2004 2003
-----------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net income $ 27,685 $ 25,615 $ 24,205
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of subsidiaries (12,606) (15,914) (13,081)
Tax benefit of stock options exercised 239 112 167
Other, net (537) (108) 688
-----------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 14,781 9,705 11,979
-----------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Net cash used in acquisitions 0 0 (274)
Other, net (1,250) (749) 0
-----------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (1,250) (749) (274)
-----------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Cash dividends (10,504) (9,769) (9,093)
Cash paid in lieu of fractional shares - 10% stock dividend (13) 0 (13)
Repurchase of common shares (897) (2,976) (3,712)
Net proceeds from exercise of stock options 825 781 689
-----------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Financing Activities (10,589) (11,964) (12,129)
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash 2,942 (3,008) (424)
Cash at beginning of year 1,969 4,977 5,401
-----------------------------------------------------------------------------------------------------------------------------
Cash at End of Year $ 4,911 $ 1,969 $ 4,977
=============================================================================================================================
66
Unaudited Quarterly Financial Data
2005
--------------------------------------------------------------------------------------------------------
(in thousands except per share data) First Second Third Fourth
--------------------------------------------------------------------------------------------------------
Interest and dividend income $ 24,965 $ 26,260 $ 27,356 $ 28,126
Interest expense 6,542 7,459 8,267 9,418
Net interest income 18,423 18,801 19,089 18,708
Provision for loan/lease losses 452 716 662 829
Income before income tax 9,505 10,341 10,496 10,550
Net income 6,413 6,948 7,110 7,214
Net income per common share (basic) .72 .78 .79 .80
Net income per common share (diluted) .70 .77 .78 .79
========================================================================================================
2004
--------------------------------------------------------------------------------------------------------
(in thousands except per share data) First Second Third Fourth
--------------------------------------------------------------------------------------------------------
Interest and dividend income $ 23,032 $ 23,302 $ 23,876 $ 24,463
Interest expense 5,677 5,692 5,823 6,135
Net interest income 17,355 17,610 18,053 18,328
Provision for loan/lease losses 788 736 749 587
Income before income tax 9,215 8,995 10,179 9,719
Net income 6,148 6,102 6,784 6,581
Net income per common share (basic) .68 .68 .76 .74
Net income per common share (diluted) .67 .67 .75 .72
========================================================================================================
Per share data has been retroactively adjusted to reflect a 10% stock dividend
paid on February 15, 2005.
67
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company's management, including its Chief Executive Officer and Chief
Financial Officer evaluated the effectiveness of the design and operations of
the Company's disclosure controls and procedures (as defined in Rule 13a-15
under the Securities Exchange Act of 1934, as amended) (the "Exchange Act") as
of December 31, 2005. Based upon that evaluation, the Company's Chief Executive
Officer and Chief Financial Officer, concluded that as of the end of the period
covered by this Form 10-K, the Company's disclosure controls and procedures were
effective in providing reasonable assurance that information required to be
disclosed by the Company in its reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms and that
material information relating to the Company and its subsidiaries is made known
to management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding disclosure.
Management's Annual Report on Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting for the Company. As of
December 31, 2005, management assessed the effectiveness of the Company's
internal control over financial reporting based on the framework for effective
internal control over financial reporting established in "Internal Control -
Integrated Framework," issued by the Committee of Sponsoring Organizations
(COSO) of the Treadway Commission. Based on its evaluation under the COSO
framework, management concluded that the Company's internal control over
financial reporting was effective as of December 31, 2005 to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external reporting purposes in accordance with
generally accepted accounting principles. The results of management's assessment
was reviewed with the Company's Audit Committee of its Board of Directors.
Management's assessment of the effectiveness of internal control over financial
reporting as of December 31, 2005 and the effectiveness of internal control over
financial reporting as of December 31, 2005 has been audited by KPMG, LLP, an
independent registered public accounting firm, as stated in their report, which
is included herein.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company's internal control over financial reporting
that occurred during the Company's fourth quarter ended December 31, 2005, that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this Item 10 of Form 10-K (Item 401 of Regulation
S-K) regarding the Company's directors and executive officers is incorporated by
reference into this Item 10 from the information contained under the caption
"PROPOSAL ELECTION OF DIRECTORS", including the information contained in the
subcaptions thereunder -"Business Experience of Directors, including Director
Nominees" and "Matters Relating to the Board of Directors", in the Company's
definitive Proxy Statement relating to its 2006 Annual Meeting of Stockholders
to be held on May 8, 2006 (the "Proxy Statement"), which will be filed with the
Securities and Exchange Commission within 120 days after the end of the fiscal
year to which this Report on Form 10-K relates. In addition, the information
included under the caption "Executive Officers of the Registrant" in Part I. of
this Form 10-K is incorporated by reference into this Item 10.
The information required by this Item 10 of Form 10-K (Item 405 or Regulation
S-K) with respect to compliance with Section 16(a) of the Securities Exchange
Act of 1934 is incorporated by reference into this Item 10 from the information
contained under the caption "SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE" in the Proxy Statement.
68
The information required by this Item 10 of Form 10-K (Item 405 of Regulation
S-K) with respect to the Company's Code of Ethics is incorporated by reference
into this Item 10 from the information contained under the caption "Code of
Ethics" in the Proxy Statement.
Item 11. Executive Compensation
The information required by this Item 11 of Form 10-K (Item 402 of Regulation
S-K) is incorporated by reference into this Item 11 from the information
contained under the caption "EXECUTIVE COMPENSATION", including the information
contained in the subcaptions thereunder, under the caption "PROPOSAL ELECTION OF
DIRECTORS", subcaption "Director Compensation" and under the caption "STOCK
PERFORMANCE GRAPH" in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The information required by this Item 12 of Form 10-K (Items 201(d) and 403 of
Regulation S-K) is incorporated by reference into this Item 12 from the
information contained under the captions "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" and "EQUITY COMPENSATION PLAN INFORMATION" in
the Proxy Statement.
Item 13. Certain Relationships and Related Transactions
The information required by this Item 13 of Form 10-K (Item 404 of Regulation
S-K) is incorporated by reference into this Item 13 from the information
contained under the caption "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" in
the Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this Item 14 of Form 10-K is incorporated by
reference into this Item 14 from the information contained under the caption
"INDEPENDENT AUDITORS" in the Proxy Statement.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) The following financial statements and accountant's report are
included in this Annual Report on Form 10-K:
Consolidated Statements of Condition for the years ended December 31,
2005 and 2004
Consolidated Statements of Income for the years ended December 31,
2005, 2004, and 2003
Consolidated Statements of Cash Flows for the years ended December 31,
2005, 2004, and 2003
Consolidated Statements of Changes in Shareholders' Equity for the
years ended December 31, 2005, 2004, and 2003
Notes to Consolidated Financial Statements
Unaudited Quarterly Financial Data
(a)(2) List of Financial Schedules
Not Applicable.
69
(a)(3) Exhibits
Item No. Description
2.1 Agreement and Plan of Reorganization, dated as of March 14,
1995, among the Bank, the Company and the Interim Bank
incorporated herein by reference to Exhibit 2 to the Company's
Registration Statement on Form 8-A (No. 0-27514), filed with
the Commission on December 29, 1995, and amended by the
Company's Form 8-A/A filed with the Commission of January 22,
1996.
2.2 Agreement and Plan of Reorganization, dated as of July 30,
1999 between the Company and Letchworth, incorporated by
reference to Annex A to the Company's Registration Statement
of Form S-4 (Registration No. 333-90411), filed with the
Commission of November 5, 1999.
3.1 Certificate of Incorporation of the Company, incorporated
herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form 8-A (No. 0-27514), filed with
the Commission on December 29, 1995, as amended by Certificate
of Amendment of the Certificate of Incorporation of the
Company.
3.2 Bylaws of the Company, as amended through and including
October 28, 2005, incorporated herein by reference to Exhibit
3(ii) to the Company's Current Report on Form 8-K, filed with
the Commission on October 28, 2005.
4. Form of Specimen Common Stock Certificate of the Company,
incorporated herein by reference to Exhibit 4 to the Company's
Registration Statement on Form 8-A (No. 0-27514), filed with
the Commission on December 29, 1995.
10.2* 1992 Stock Option Plan, incorporated herein by reference to
Exhibit 10.2 to the Company's Registration Statement on Form
8-A (No. 0-27514), filed with the Commission on December 29,
1995.
10.3* Stock Retainer Plan for Eligible Directors of Tompkins
Trustco, Inc. and Participating Subsidiaries, incorporated
herein by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K, filed with the Commission on May 15, 2005.
10.4* Form of Director Deferred Compensation Agreement, incorporated
herein by reference to Exhibit 10.4 to the Company's
Registration Statement on Form 8-A (No. 0-27514), filed with
the Commission on December 29, 1995.
10.5* Deferred Compensation Plan for Senior Officers, incorporated
herein by reference to Exhibit 10.5 to the Company's
Registration Statement on Form 8-A (No. 0-27514), filed with
the Commission on December 29, 1995
10.6* Supplemental Executive Retirement Agreement with James J.
Byrnes, incorporated herein by reference to Exhibit 10.6 to
the Company's Registration Statement on Form 8-A (No.
0-27514), filed with the Commission on December 29, 1995.
10.7* Severance Agreement with James J. Byrnes, incorporated herein
by reference to Exhibit 10.7 to the Company's Registration
Statement on Form 8-A (No. 0-27514), filed with the Commission
on December 29, 1995.
10.8* Lease Agreement dated August 20, 1993, between Tompkins County
Trust Company and Comex Plaza Associates, relating to leased
property at the Rothschilds Building, Ithaca, NY, incorporated
herein by reference to Exhibit 10.8 to the Company's Form
10-K, filed with the Commission on March 26, 1996.
10.9* Employment Agreement, dated September 12, 1989, by and between
Registrant and James W. Fulmer, incorporated by reference to
the Registrant's Amendment No. 1 to Form S-18 Registration
Statement (Reg. No. 33-31149-NY), filed with the Commission on
October 31, 1989 and wherein such Exhibit is designated as
Exhibit 10(a).
10.10* Employment Agreement, dated January 1999, by and between
Mahopac National Bank and Stephen E. Garner, incorporated by
reference to Exhibit 10.30 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2001, filed with the
Commission on March 29, 2002.
10.11* 2001 Stock Option Plan, incorporated herein by reference to
Exhibit 99 to the Company's Registration Statement on Form S-8
(No. 333-75822), filed with the Commission on December 12,
2001.
10.12* Mahopac National Bank Supplemental Executive Retirement
Agreement, dated May 15, 2000, by and between Mahopac National
Bank and Stephen E. Garner, incorporated by reference to
Exhibit 10.32 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the Commission on
March 29, 2002.
10.13* Summary of Compensation Arrangements for Named Executive
Officers and Directors, incorporated herein by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K,
filed with the Commission on January 27, 2006.
10.14* Supplemental Executive Retirement Agreement between James W.
Fulmer and Tompkins Trustco, Inc., dated December 28, 2005
(filed herewith).
70
10.15* Supplemental Executive Retirement Agreement between Stephen E.
Garner and Tompkins Trustco, Inc., dated December 28, 2005
(filed herewith).
10.16* Supplemental Executive Retirement Agreement between Stephen S.
Romaine and Tompkins Trustco, Inc., dated December 28, 2005
(filed herewith).
10.17* Supplemental Executive Retirement Agreement between Francis M.
Fetsko and Tompkins Trustco, Inc., dated December 28, 2005
(filed herewith).
10.18* Supplemental Executive Retirement Agreement between David S.
Boyce and Tompkins Trustco, Inc., dated December 28, 2005
(filed herewith).
10.19* Supplemental Executive Retirement Agreement between Robert B.
Bantle and Tompkins Trustco, Inc., dated December 28, 2005
(filed herewith).
10.20* Form of Officer Group Term Life Replacement Plan (the "Plan")
among Tompkins Trustco, Inc. or Tompkins Trust Company and the
Participants in the Plan, including form of Split Dollar
Policy Endorsement - Exhibit D to the Plan, including Exhibit
D to Officer Group Term Replacement Plan for each executive
officer filed individually.
10.21* Consulting Agreement between Russell K. Achzet and Tompkins
Trustco, Inc., dated January 5, 2006 (filed herewith).
21. Subsidiaries of Registrant, incorporated by reference to
Exhibit 21 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2003, filed with the Commission on
March 15, 2004.
23. Consent of Independent Registered Public Accounting Firm
(filed herewith)
24. Power of Attorney, included on page 72 of this Report on Form
10-K.
31.1 Certification of the Chief Executive Officer as required
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith).
31.2 Certification of the Chief Financial Officer as required
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith).
32.1 Certification of the Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
32.2 Certification of the Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
* Management contracts and compensatory plans and arrangements
required to be filed as Exhibits to this Report on Form 10-K
pursuant to Item 15(c) of the Report.
71
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TOMPKINS TRUSTCO, INC.
/s/ JAMES J. BYRNES
By: James J. Byrnes
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
Date: March 14, 2006
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, jointly and severally, James J. Byrnes and Frank
M. Fetsko, and each of them, as his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution, for him or her, and in his or her
name, place and stead, in any and all capacities, to sign any amendments to this
Report on Form 10-K, and to file the same, with Exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature Date Capacity Signature Date Capacity
/s/ JAMES J. BYRNES 3/14/06 Chairman of the Board and /s/ ELIZABETH W. HARRISON 3/14/06 Director
----------------------- ------- Chief Executive Officer --------------------------- -------
James J. Byrnes (Principal Executive Officer) Elizabeth W. Harrison
/s/ JAMES J. FULMER 3/14/06 President, Director /s/ BONNIE H. HOWELL 3/14/06 Director
----------------------- ------- --------------------------- -------
James W. Fulmer Bonnie H. Howell
/s/ FRANCIS M. FETSKO 3/14/06 Executive Vice President and /s/ HUNTER R. RAWLINGS, III 3/14/06 Director
----------------------- ------- Chief Financial Officer --------------------------- -------
Francis M. Fetsko (Principal Financial Officer) Hunter R. Rawlings, III
/s/ RUSSELL K. ACHZET 3/14/06 Director /s/ THOMAS R. SALM 3/14/06 Director
----------------------- --------------------------- -------
Russell K. Achzet Thomas R. Salm
/s/ JOHN E. ALEXANDER 3/14/06 Director /s/ MICHAEL H. SPAIN 3/14/06 Director
----------------------- ------- --------------------------- -------
John E. Alexander Michael H. Spain
/s/ REEDER D. GATES 3/14/06 Director /s/ WILLIAM D. SPAIN, JR. 3/14/06 Director
----------------------- ------- --------------------------- -------
Reeder D. Gates William D. Spain, Jr.
/s/ WILLIAM W. GRISWOLD 3/14/06 Vice Chairman /s/ CRAIG YUNKER 3/14/06 Director
----------------------- ------- Director --------------------------- -------
William W. Griswold Craig Yunker
/s/ JAMES R. HARDIE 3/14/06 Director
----------------------- -------
James R. Hardie
72
Exhibits Index
Item No. Description
2.1 Agreement and Plan of Reorganization, dated as of March 14,
1995, among the Bank, the Company and the Interim Bank
incorporated herein by reference to Exhibit 2 to the Company's
Registration Statement on Form 8-A (No. 0-27514), filed with
the Commission on December 29, 1995, and amended by the
Company's Form 8-A/A filed with the Commission of January 22,
1996.
2.2 Agreement and Plan of Reorganization, dated as of July 30,
1999 between the Company and Letchworth, incorporated by
reference to Annex A to the Company's Registration Statement
of Form S-4 (Registration No. 333-90411), filed with the
Commission of November 5, 1999.
3.1 Certificate of Incorporation of the Company, incorporated
herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form 8-A (No. 0-27514), filed with
the Commission on December 29, 1995, as amended by Certificate
of Amendment of the Certificate of Incorporation of the
Company.
3.2 Bylaws of the Company, as amended through and including
October 28, 2005, incorporated herein by reference to Exhibit
3(ii) to the Company's Current Report on Form 8-K, filed with
the Commission on October 28, 2005.
4. Form of Specimen Common Stock Certificate of the Company,
incorporated herein by reference to Exhibit 4 to the Company's
Registration Statement on Form 8-A (No. 0-27514), filed with
the Commission on December 29, 1995.
10.2* 1992 Stock Option Plan, incorporated herein by reference to
Exhibit 10.2 to the Company's Registration Statement on Form
8-A (No. 0-27514), filed with the Commission on December 29,
1995.
10.3* Stock Retainer Plan for Eligible Directors of Tompkins
Trustco, Inc. and Participating Subsidiaries, incorporated
herein by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K, filed with the Commission on May 15, 2005.
10.4* Form of Director Deferred Compensation Agreement, incorporated
herein by reference to Exhibit 10.4 to the Company's
Registration Statement on Form 8-A (No. 0-27514), filed with
the Commission on December 29, 1995.
10.5* Deferred Compensation Plan for Senior Officers, incorporated
herein by reference to Exhibit 10.5 to the Company's
Registration Statement on Form 8-A (No. 0-27514), filed with
the Commission on December 29, 1995
10.6* Supplemental Executive Retirement Agreement with James J.
Byrnes, incorporated herein by reference to Exhibit 10.6 to
the Company's Registration Statement on Form 8-A (No.
0-27514), filed with the Commission on December 29, 1995.
10.7* Severance Agreement with James J. Byrnes, incorporated herein
by reference to Exhibit 10.7 to the Company's Registration
Statement on Form 8-A (No. 0-27514), filed with the Commission
on December 29, 1995.
10.8* Lease Agreement dated August 20, 1993, between Tompkins County
Trust Company and Comex Plaza Associates, relating to leased
property at the Rothschilds Building, Ithaca, NY, incorporated
herein by reference to Exhibit 10.8 to the Company's Form
10-K, filed with the Commission on March 26, 1996.
10.9* Employment Agreement, dated September 12, 1989, by and between
Registrant and James W. Fulmer, incorporated by reference to
the Registrant's Amendment No. 1 to Form S-18 Registration
Statement (Reg. No. 33-31149-NY), filed with the Commission on
October 31, 1989 and wherein such Exhibit is designated as
Exhibit 10(a).
10.10* Employment Agreement, dated January 1999, by and between
Mahopac National Bank and Stephen E. Garner, incorporated by
reference to Exhibit 10.30 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2001, filed with the
Commission on March 29, 2002.
10.11* 2001 Stock Option Plan, incorporated herein by reference to
Exhibit 99 to the Company's Registration Statement on Form S-8
(No. 333-75822), filed with the Commission on December 12,
2001.
10.12* Mahopac National Bank Supplemental Executive Retirement
Agreement, dated May 15, 2000, by and between Mahopac National
Bank and Stephen E. Garner, incorporated by reference to
Exhibit 10.32 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the Commission on
March 29, 2002.
10.13* Summary of Compensation Arrangements for Named Executive
Officers and Directors, incorporated herein by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K,
filed with the Commission on January 27, 2006.
10.14* Supplemental Executive Retirement Agreement between James W.
Fulmer and Tompkins Trustco, Inc., dated December 28, 2005
(filed herewith).
10.15* Supplemental Executive Retirement Agreement between Stephen E.
Garner and Tompkins Trustco, Inc., dated December 28, 2005
(filed herewith).
10.16* Supplemental Executive Retirement Agreement between Stephen S.
Romaine and Tompkins Trustco, Inc., dated December 28, 2005
(filed herewith).
10.17* Supplemental Executive Retirement Agreement between Francis M.
Fetsko and Tompkins Trustco, Inc., dated December 28, 2005
(filed herewith).
10.18* Supplemental Executive Retirement Agreement between David S.
Boyce and Tompkins Trustco, Inc., dated December 28, 2005
(filed herewith).
10.19* Supplemental Executive Retirement Agreement between Robert B.
Bantle and Tompkins Trustco, Inc., dated December 28, 2005
(filed herewith).
10.20* Form of Officer Group Term Life Replacement Plan (the "Plan")
among Tompkins Trustco, Inc. or Tompkins Trust Company and the
Participants in the Plan, including form of Split Dollar
Policy Endorsement - Exhibit D to the Plan, including Exhibit
D to Officer Group Term Replacement Plan for each executive
officer filed individually.
10.21* Consulting Agreement between Russell K. Achzet and Tompkins
Trustco, Inc., dated January 5, 2006 (filed herewith).
21. Subsidiaries of Registrant, incorporated by reference to
Exhibit 21 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2003, filed with the Commission on
March 15, 2004.
23. Consent of Independent Registered Public Accounting Firm
(filed herewith)
24. Power of Attorney, included on page 72 of this Report on Form
10-K.
31.1 Certification of the Chief Executive Officer as required
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith).
31.2 Certification of the Chief Financial Officer as required
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith).
32.1 Certification of the Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
32.2 Certification of the Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
* Management contracts and compensatory plans and arrangements required to be
filed as Exhibits to this Report on Form 10-K pursuant to Item 15(c) of the
Report.