UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2007
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-12709
TOMPKINS TRUSTCO, INC.
(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, NY 14851
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (607) 273-3210
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 whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [ ] Accelerated Filer [X] Non-Accelerated 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].
Indicate the number of shares of the Registrant's Common Stock outstanding as of
the latest practicable date:
Class Outstanding as of May 1, 2007
---------------------------- -----------------------------
Common Stock, $.10 par value 9,783,842 shares
TOMPKINS TRUSTCO, INC.
FORM 10-Q
INDEX
PART I -FINANCIAL INFORMATION
PAGE
----
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Statements of Condition as of
March 31, 2007 and December 31, 2006 3
Condensed Consolidated Statements of Income for
the three months ended March 31, 2007 and 2006 4
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2007 and 2006 5
Condensed Consolidated Statements of Changes in Shareholders'
Equity for the three months ended March 31, 2007 and 2006 6
Notes to Unaudited Condensed Consolidated Financial Statements 7-13
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 13-23
Item 3 - Quantitative and Qualitative Disclosures about Market Risk 24
Item 4 - Controls and Procedures 25
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 25
Item 1A - Risk Factors 25
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds 26
Item 3 - Defaults Upon Senior Securities 26
Item 4 - Submission of Matters to a Vote of Security Holders 26
Item 5 - Other Information 26
Item 6 - Exhibits 27
SIGNATURES 28
EXHIBIT INDEX 29
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TOMPKINS TRUSTCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
(In thousands, except share data) (Unaudited)
AS OF AS OF
03/31/2007 12/31/2006
------------ ------------
ASSETS
Cash and noninterest bearing balances due from banks $ 40,918 $ 48,251
Interest bearing balances due from banks 1,559 1,723
Federal funds sold 27,000 2,200
Trading securities, at fair value 62,205 0
Available-for-sale securities, at fair value 631,315 655,322
Held-to-maturity securities, fair value of $56,686 at March 31, 2007,
and $59,606 at December 31, 2006 56,244 59,038
Loans and leases, net of unearned income and deferred costs and fees 1,339,995 1,326,298
Less: Allowance for loan/lease losses 14,523 14,328
--------------------------------------------------------------------------------------------------------------
Net Loans/Leases 1,325,472 1,311,970
Bank premises and equipment, net 44,159 43,273
Corporate owned life insurance 25,910 25,622
Goodwill 21,229 21,235
Other intangible assets 3,862 4,051
Accrued interest and other assets 39,973 38,152
--------------------------------------------------------------------------------------------------------------
Total Assets $ 2,279,846 $ 2,210,837
==============================================================================================================
LIABILITIES, MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARIES AND SHAREHOLDERS' EQUITY
Deposits:
Interest bearing:
Checking, savings and money market $ 724,381 $ 680,844
Time 748,755 669,222
Noninterest bearing 336,608 359,354
--------------------------------------------------------------------------------------------------------------
Total Deposits 1,809,744 1,709,420
Federal funds purchased and securities sold under agreements to repurchase 199,665 191,490
Other borrowings 46,311 85,941
Other liabilities 31,847 32,914
--------------------------------------------------------------------------------------------------------------
Total Liabilities $ 2,087,567 $ 2,019,765
--------------------------------------------------------------------------------------------------------------
Minority interest in consolidated subsidiaries 1,485 1,452
Shareholders' equity:
Common Stock - par value $.10 per share: Authorized 15,000,000 shares;
Issued: 9,842,400 at March 31, 2007; and 9,889,569 at December 31, 2006 984 989
Additional paid-in capital 155,863 158,203
Retained earnings 45,740 44,429
Accumulated other comprehensive loss (10,216) (12,487)
Treasury stock, at cost - 65,837 shares at March 31, 2007,
and 64,418 shares at December 31, 2006 (1,577) (1,514)
--------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity $ 190,794 $ 189,620
--------------------------------------------------------------------------------------------------------------
Total Liabilities, Minority Interest in Consolidated Subsidiaries
and Shareholders' Equity $ 2,279,846 $ 2,210,837
==============================================================================================================
See accompanying notes to unaudited condensed consolidated financial statements.
3
TOMPKINS TRUSTCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data) (Unaudited)
THREE MONTHS ENDED
---------------------------
03/31/2007 03/31/2006
------------ ------------
INTEREST AND DIVIDEND INCOME
Loans $ 23,399 $ 21,625
Due from banks 91 57
Federal funds sold 96 5
Trading securities 569 0
Available-for-sale securities 7,243 6,614
Held-to-maturity securities 536 721
--------------------------------------------------------------------------------------------------------
Total Interest and Dividend Income 31,934 29,022
--------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Deposits:
Time certificates of deposits of $100,000 or more 4,419 2,944
Other deposits 7,426 5,349
Federal funds purchased and securities sold under agreements to repurchase 1,963 1,311
Other borrowings 568 699
--------------------------------------------------------------------------------------------------------
Total Interest Expense 14,376 10,303
--------------------------------------------------------------------------------------------------------
Net Interest Income 17,558 18,719
--------------------------------------------------------------------------------------------------------
Less: Provision for loan/lease losses 471 459
--------------------------------------------------------------------------------------------------------
Net Interest Income After Provision for Loan/Lease Losses 17,087 18,260
--------------------------------------------------------------------------------------------------------
NONINTEREST INCOME
Investment services income 3,471 2,861
Insurance commissions and fees 2,716 2,206
Service charges on deposit accounts 1,923 1,910
Card services income 798 690
Other service charges 661 639
Trading revenue 452 0
Increase in cash surrender value of corporate owned life insurance 272 306
Gains on sale of loans 55 34
Other income 79 251
Net gain on available-for-sale securities 23 0
--------------------------------------------------------------------------------------------------------
Total Noninterest Income 10,450 8,897
--------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSES
Salary and wages 8,802 8,277
Pension and other employee benefits 2,503 2,348
Net occupancy expense of bank premises 1,504 1,177
Furniture and fixture expense 947 942
Marketing expense 635 549
Professional fees 571 363
Software licenses and maintenance 500 430
Cardholder expense 235 351
Amortization of intangible assets 181 176
Other operating expense 3,219 3,300
--------------------------------------------------------------------------------------------------------
Total Noninterest Expenses 19,097 17,913
--------------------------------------------------------------------------------------------------------
Income Before Income Tax Expense and Minority
Interest in Consolidated Subsidiaries 8,440 9,244
--------------------------------------------------------------------------------------------------------
Minority interest in consolidated subsidiaries 33 33
Income Tax Expense 2,626 2,814
--------------------------------------------------------------------------------------------------------
Net Income $ 5,781 $ 6,397
--------------------------------------------------------------------------------------------------------
Basic Earnings Per Share $ 0.59 $ 0.64
Diluted Earnings Per Share $ 0.58 $ 0.63
========================================================================================================
See accompanying notes to unaudited condensed consolidated financial statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
THREE MONTHS ENDED
---------------------------
03/31/2007 03/31/2006
------------ ------------
OPERATING ACTIVITIES
Net income $ 5,781 $ 6,397
Adjustments to reconcile net income to net cash
Provided by operating activities:
Provision for loan/lease losses 471 459
Depreciation and amortization premises, equipment, and software 1,066 1,026
Amortization of intangible assets 181 176
Earnings from corporate owned life insurance (272) (306)
Net amortization on securities 339 432
Trading revenue (452) 0
Net realized gain on available-for-sale securities (23) 0
Net gain on sale of loans (55) (34)
Proceeds from sale of loans 2,444 2,639
Loans originated for sale (2,372) (2,488)
Net loss (gain) on sale of bank premises and equipment 114 (20)
Stock-based compensation expense 188 150
Increase in accrued interest receivable (29) (654)
Increase in accrued interest payable 813 358
Proceeds from maturities of trading securities 1,582 0
Other, net (4,128) (985)
--------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 5,648 7,150
--------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Proceeds from maturities of available-for-sale securities 25,604 15,833
Proceeds from sales of available-for-sale securities 10,001 0
Proceeds from maturities of held-to-maturity securities 4,216 5,479
Purchases of available-for-sale securities (74,124) (60,495)
Purchases of held-to-maturity securities (1,454) (5,471)
Net (increase) decrease in loans (13,990) 11,488
Proceeds from sale of banks premises and equipment 37 63
Purchases of bank premises and equipment (1,960) (1,540)
Net cash used in acquisitions 0 (2,565)
Other, net 0 62
--------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (51,670) (37,146)
--------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Net increase (decrease) in demand, money market,
and savings deposits 20,791 (1,781)
Net increase in time deposits 79,533 22,057
Net increase in securities sold under agreements
to repurchase and Federal funds purchased 8,175 1,372
Increase in other borrowings 5,000 6,500
Repayment of other borrowings (44,630) (4,092)
Cash dividends (2,948) (2,714)
Common stock repurchased and returned to unissued status (2,714) (1,644)
Net proceeds from exercise of stock options 116 1,000
Tax benefit from stock options exercises 2 4
--------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities 63,325 20,702
--------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents 17,303 (9,294)
Cash and cash equivalents at beginning of period 52,174 65,797
--------------------------------------------------------------------------------------------------------
Total Cash & Cash Equivalents at End of Period $ 69,477 $ 56,503
========================================================================================================
Supplemental Information:
Cash paid during the year for:
Interest $ 13,564 $ 9,945
Taxes 8,513 1,790
Non-cash investing and financing activities:
Fair value of non-cash assets acquired in purchase acquisitions $ 0 $ 805
Fair value of liabilities assumed in purchase acquisitions $ 0 $ 899
Fair value of shares issued for acquisitions $ 0 $ 2,163
Transfer of available-for-sale securities to trading
securities with adoption of SFAS No. 159 $ 63,383 $ 0
See accompanying notes to unaudited condensed consolidated financial statements.
5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands, except share data) (Unaudited)
--------------------------------------------------------------------------------------------------------------------------
ACCUMULATED
ADDITIONAL OTHER
COMMON PAID-IN RETAINED COMPREHENSIVE TREASURY
STOCK CAPITAL EARNINGS LOSS STOCK TOTAL
--------------------------------------------------------------------------------------------------------------------------
Balances at January 1, 2006 $ 900 $ 118,663 $ 69,228 $ (6,308) $ (1,262) $ 181,221
--------------------------------------------------------------------------------------------------------------------------
Comprehensive Income:
Net Income 6,397 6,397
Other comprehensive loss (1,754) (1,754)
----------
Total Comprehensive Income 4,643
Cash dividends ($0.27 per share) (2,714) (2,714)
Exercise of stock options and related
tax benefit (44,290 shares, net) 4 1,000 1,004
Common stock repurchased and returned to
unissued status (34,938 shares) (3) (1,641) (1,644)
Directors deferred compensation plan
(1,126 shares, net) 64 (64) 0
Stock-based compensation expense 150 150
Shares issued for purchase acquisition
(53,976 shares) 5 2,157 2,162
--------------------------------------------------------------------------------------------------------------------------
Balances at March 31, 2006 $ 906 $ 120,393 $ 72,911 $ (8,062) $ (1,362) $ 184,822
==========================================================================================================================
--------------------------------------------------------------------------------------------------------------------------
Balances at January 1, 2007 $ 989 $ 158,203 $ 44,429 $ (12,487) $ (1,514) $ 189,620
--------------------------------------------------------------------------------------------------------------------------
Comprehensive Income:
Net Income 5,781 5,781
Other comprehensive income 749 749
----------
Total Comprehensive Income 6,530
Cash dividends ($0.30 per share) (2,948) (2,948)
Exercise of stock options and related
tax benefit (16,531 shares, net) 2 116 118
Common stock repurchased and returned to
unissued status (63,700 shares) (7) (2,707) (2,714)
Directors deferred compensation plan
(1,419 shares, net) 63 (63) 0
Stock-based compensation expense 188 188
Cumulative effect adjustment - adoption of
SFAS 159 (1,522) 1,522 0
--------------------------------------------------------------------------------------------------------------------------
Balances at March 31, 2007 $ 984 $ 155,863 $ 45,740 $ (10,216) $ (1,577) $ 190,794
==========================================================================================================================
See accompanying notes to unaudited condensed consolidated financial statements.
6
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS
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 (i) three wholly-owned banking subsidiaries,
Tompkins Trust Company, The Bank of Castile and The Mahopac National Bank
("Mahopac National Bank"), its (ii) wholly-owned insurance subsidiary, Tompkins
Insurance Agencies, Inc., and its (iii) wholly-owned fee-based financial
planning and investment management subsidiary, AM&M Financial Services, Inc.
("AM&M"). 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."
2. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements included in this
quarterly report have been prepared in accordance with accounting principles
generally accepted in the United States of America and the instructions for Form
10-Q and Rule 10-01 of Regulation S-X. In the application of certain accounting
policies management is required to make assumptions regarding the effect of
matters that are inherently uncertain. These estimates and assumptions affect
the reported amounts of certain assets, liabilities, revenues, and expenses in
the unaudited condensed consolidated financial statements. Different amounts
could be reported under different conditions, or if different assumptions were
used in the application of these accounting policies. The accounting policies
that management considers critical in this respect are the determination of the
allowance for loan/lease losses, and the expenses and liabilities associated
with the Company's pension and post-retirement benefits.
In management's opinion, the unaudited condensed consolidated financial
statements reflect all adjustments of a normal recurring nature. The results of
operations for the interim periods are not necessarily indicative of the results
of operations to be expected for the full year ended December 31, 2007. The
unaudited condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and the notes
thereto in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2006. The Company elected to early adopt Statement of Financial
Accounting Standards ("SFAS") No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities, and SFAS No. 157, Fair Value Measurements,
effective January 1, 2007. Other than the adoption of these two accounting
pronouncements, there have been no significant changes to the Company's
accounting policies from those presented in the 2006 Annual Report on Form 10-K.
The consolidated financial information included herein combines the results of
operations, the assets, liabilities, and shareholders' equity of the Company and
its subsidiaries. Amounts in the prior period's consolidated financial
statements are reclassified when necessary to conform to the current period's
presentation. All significant intercompany balances and transactions are
eliminated in consolidation.
3. ACCOUNTING PRONOUNCEMENTS
In February 2007, the FASB issued Statement of Financial Accounting Standards
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities --
Including an amendment of FASB Statement No. 115 ("SFAS 159"). SFAS 159 allows
companies to report selected financial assets and liabilities at fair value. The
changes in fair value are recognized in earnings and the assets and liabilities
measured under this methodology are required to be displayed separately in the
balance sheet. SFAS 159's objective is to reduce both complexity in accounting
for financial instruments and the volatility in earnings caused by measuring
related assets and liabilities differently. SFAS 159 establishes presentation
and disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. SFAS 159 requires companies to provide additional information that
will help investors and other users of financial statements to more easily
understand the effect of the company's choice to use fair value on its earnings.
It also requires entities to display the fair value of those assets and
liabilities for which the company has chosen to use fair value on the face of
the balance sheet. SFAS 159 is effective as of the beginning of an entity's
first fiscal year beginning after November 15, 2007. Early adoption is permitted
as of the beginning of the previous fiscal year provided that the entity makes
that choice in the first 120 days of that fiscal year and also elects to apply
the provisions of Statement No. 157. The Company elected to early adopt SFAS
159, effective January 1, 2007.
7
The Company elected to apply the fair value option for certain securities within
its available-for-sale portfolio with an aggregate cost basis of $65.9 million
and an aggregate book value of $63.4 million as of the January 1, 2007 date of
adoption. Included in the $65.9 million were $40.6 million of U.S. Government
agencies and $25.4 million of mortgage-backed securities and collateralized
mortgage obligations. As of March 31, 2007, U.S. Government agency securities
totaled $217.5 million and mortgage-backed securities and collateralized
mortgage obligations totaled $349.8 million. The Company selected these
securities based upon yield and average remaining life. The securities selected
had yields of less than 4.0% and average lives greater than 1.5 years. As a
result, the cumulative unrealized loss related to these available-for-sale
securities of $2.5 million is recorded directly in the Company's financial
statements as a cumulative-effect adjustment, net of tax, to retained earnings.
This net of tax amount of $1.5 million was previously included within
accumulated other comprehensive loss as of December 31, 2006, based on the
Company's ability and intent to hold these securities to recovery. The Company
changed its intent with respect to these securities to enable the Company to
record the losses directly to retained earnings rather than current income based
on the transition provided and after evaluating various alternative investments
that could have improved returns and met certain liquidity objectives that more
closely match the Company's needs. At March 31, 2007, these securities are
reported as trading securities on the Company's Consolidated Statements of
Condition. The Company recognized a pre-tax gain of approximately $452,000 in
the first quarter of 2007, representing the change in fair value of these
securities since adoption of SFAS 159 on January 1, 2007. The Company determined
fair value using independently quoted market prices. Interest income on trading
securities is recognized when earned and included on the Company's Consolidated
Statements of Income in "Interest and Dividend Income Trading Securities."
In April 2007, Tompkins initiated a securities portfolio restructuring
transaction whereby it sold the approximately $62 million in securities that
were carried in the Company's trading portfolio subsequent to the adoption of
SFAS 159. The Company realized a pre-tax loss of approximately $200,000 on the
disposal of these securities in the second quarter of 2007. Proceeds from the
sale are expected to be reinvested in securities that provide for a higher yield
for accounting purposes that will reflect an improvement in the Company's
liquidity and interest rate risk exposure position, although no change in cash
yield received. Substantially all of the reinvested proceeds will be carried in
the Company's trading portfolio.
In September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, Fair Value Measurements ("SFAS 157"). SFAS 157 defines fair value,
establishes guidelines for measuring fair value and expands disclosures
regarding fair value measurements. SFAS 157 does not require any new fair value
measurements but rather eliminates inconsistencies in guidance found in various
prior accounting pronouncements. SFAS 157 provides a single definition of fair
value, together with a framework for measuring it, and requires additional
disclosure about the use of fair value to measure assets and liabilities. SFAS
157 also emphasizes that fair value is a market-based measurement, not an
entity-specific measurement, and sets out a fair value hierarchy with the
highest priority being quoted prices in active markets. Under SFAS 157, fair
value measurements are disclosed by level within that hierarchy. SFAS 157 is
effective for fiscal years beginning after November 15, 2007. Earlier adoption
is permitted, provided the company has not yet issued financial statements,
including for interim periods, for that fiscal year. The Company elected to
adopt SFAS 157 effective January 1, 2007.
FAIR VALUE MEASUREMENTS AT MARCH 31, 2007 USING
-------------------------------------------------------
QUOTED PRICES SIGNIFICANT
IN ACTIVE MARKETS SIGNIFICANT OTHER UNOBSERVABLE
FOR IDENTICAL ASSETS OBSERVABLE INPUTS INPUTS
(In thousands) 03/31/07 (LEVEL 1) (LEVEL 2) (LEVEL 3)
---------------------------------------------------------------------------------------------------------
Trading securities $ 62,205 $ 62,205 $ 0 $ 0
Available-for-sale securities 631,315 570,997 58,252 2,066
=========================================================================================================
The change in the book value of the $2.1 million of available-for-sale
securities valued using significant unobservable inputs (Level 3), between
January 1, 2007 and March 31, 2007 was immaterial.
8
In February 2006, the FASB issued Statement No. 155, Accounting for Certain
Hybrid Financial Instruments - an amendment of FASB Statement No. 133 and 140
("SFAS 155"). SFAS 155 (i) permits fair value remeasurement for any hybrid
financial instrument that contains an embedded derivative that otherwise would
require bifurcation, (ii) clarifies which interest-only strips and
principal-only strips are not subject to the requirements of SFAS No. 133, (iii)
establishes a requirement to evaluate interests in securitized financial assets
to identify interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation,
(iv) clarifies that concentrations of credit risk in the form of subordination
are not embedded derivatives, and (v) amends SFAS No. 140 to eliminate the
prohibition on a qualifying special-purpose entity from holding a derivative
financial instrument that pertains to a beneficial interest other than another
derivative financial instrument. SFAS 155 is effective on January 1, 2007. The
Company's adoption of SFAS 155 did not have a material impact on the Company's
results of operations and financial condition.
On March 17, 2006, the FASB issued Statement No. 156, Accounting for Servicing
of Financial Assets - an amendment of FASB Statement No. 140 ("SFAS 156"). SFAS
156 amends FASB Statement No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities-a replacement of FASB
Statement No. 125 ("SFAS 140"). SFAS 156 permits entities to subsequently
measure servicing rights at fair value and report changes in fair value in
earnings rather than amortize servicing rights in proportion to and over the
estimated net servicing income or loss and assess the rights for impairment or
the need for an increased obligation as required under SFAS 140. Entities that
elect to subsequently measure their servicing rights at fair value may no longer
find it necessary to qualify for and apply the provisions of FASB Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities," to achieve
an income statement effect similar to the application of hedge accounting for
instruments used to manage the effect of interest rate changes on servicing
rights.
SFAS 156 is effective as of the beginning of an entity's first fiscal year that
begins after September 15, 2006. The Company's adoption of SFAS 156 effective
January 1, 2007, did not have a material impact on the Company's financial
condition, results of operations or cash flows.
In July 2006, FASB issued FASB Interpretation No. 48, Accounting for Uncertainty
in Income Taxes, an Interpretation of FASB Statement No 109 ("FIN 48"). FIN 48
establishes a recognition threshold and measurement for income tax positions
recognized in an enterprise's financial statements in accordance with FASB
Statement No. 109, Accounting for Income Taxes. FIN 48 also establishes a
two-step evaluation process for tax positions, recognition and measurement. For
recognition, a determination is made whether it is more-likely-than-not that a
tax position will be sustained upon examination, including resolution of related
appeals or litigation processes, based on the technical merits of the position.
If the tax position meets the more-likely-than-not recognition threshold, it is
measured and recognized in the financial statements as the largest amount of tax
benefit that is greater than 50% likely of being realized. If a tax position
does not meet the more-likely-than-not recognition threshold, the benefit of
that position is not recognized in the financial statements. Tax positions that
meet the more-likely-than-not recognition threshold at the effective date of FIN
48 may be recognized or, continue to be recognized, upon adoption of this
Interpretation. The cumulative effect of applying the provisions of FIN 48 shall
be reported as an adjustment to the opening balance of retained earnings for
that fiscal year. FIN 48 is effective for fiscal years beginning after December
15, 2006. The Company's adoption of FIN 48 on January 1, 2007, did not have a
material impact on the consolidated financial position, results of operations or
cash flows.
As of March 31, 2007 and January 1, 2007, the Company did not have any
significant unrecognized tax benefits. The Company's policy is to recognize
interest and penalties on unrecognized tax benefits in income tax expense in the
Consolidated Statements of Income. The amount of interest and penalties for the
three months ended March 31, 2007 was immaterial. The tax years open to
examination by Federal taxing authorities are 2003 through 2006, and the tax
years open to State taxing authorities are 2001 through 2006.
In September 2006, the Emerging Issues Task Force ("EITF") reached a final
consensus on Issue 06-04, Accounting for Deferred Compensation and
Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance
Arrangements. The consensus stipulates that an agreement by an employer to share
a portion of the proceeds of a life insurance policy with an employee during the
postretirement period is a postretirement benefit arrangement required to be
accounted for under SFAS No. 106 or Accounting Principles Board Opinion ("APB")
No. 12, "Omnibus Opinion -- 1967." The consensus concludes that the purchase of
a split-dollar life insurance policy does not constitute a settlement under SFAS
No. 106 and, therefore, a liability for the postretirement obligation must be
recognized under SFAS No. 106 if the benefit is offered under an arrangement
that constitutes a plan or under APB No. 12 if it is not part of a plan. Issue
06-04 is effective for annual or interim reporting periods beginning after
December 15, 2007. The provisions of Issue 06-04 should be applied through
either a cumulative-effect adjustment to retained earnings as of the beginning
of the year of adoption or retrospective application. The Company does not
expect the adoption of the provisions of Issue 06-04 to have a material effect
on the Company's financial position or results of operations.
9
In September 2006, the EITF also reached a final consensus on Issue 06-05,
Accounting for Purchases of Life Insurance -- Determining the Amount That Could
be Realized in Accordance with FASB Technical Bulletin No. 85-4. The consensus
concludes that in determining the amount that could be realized under an
insurance contract accounted for under FASB Technical Bulletin No. 85-4,
"Accounting for Purchases of Life Insurance," the policyholder should (1)
consider any additional amounts included in the contractual terms of the policy;
(2) assume the surrender value on a individual-life by individual-life policy
basis; and (3) not discount the cash surrender value component of the amount
that could be realized when contractual restrictions on the ability to surrender
a policy exist. Issue 06-05 is effective for fiscal years beginning after
December 15, 2006. The consensus in Issue 06-05 should be adopted through either
(1) a change in accounting principle through a cumulative-effect adjustment to
retained earning as of the beginning of the year of adoption or (2) a change in
accounting principle through retrospective application to all prior periods. At
March 31, 2007, the Company had bank owned life insurance policies with a
carrying value of $25.9 million. The Company's does not anticipate that the
adoption of the provisions of Issue 06-05 will have a material effect on the
Company's financial position or results of operations.
4. EARNINGS PER SHARE
The Company follows the provisions of SFAS No. 128, Earnings Per Share ("EPS").
A computation of Basic EPS and Diluted EPS for the three-month periods ending
March 31, 2007 and 2006 is presented in the table below.
--------------------------------------------------------------------------------------------------------------------
WEIGHTED
AVERAGE PER
THREE MONTHS ENDED MARCH 31, 2007 NET INCOME SHARES SHARE
(in thousands except share and per share data) (Numerator) (Denominator) AMOUNT
--------------------------------------------------------------------------------------------------------------------
Basic EPS:
Income available to holders of common stock $ 5,781 9,846,679 $ 0.59
Effect of dilutive securities:
Stock options 101,136
Diluted EPS:
Income available to holders of common stock plus assumed conversions $ 5,781 9,947,815 $ 0.58
====================================================================================================================
The effect of dilutive securities calculation for March 31, 2007 excludes stock
options covering 287,539 shares of common stock because they are anti-dilutive.
--------------------------------------------------------------------------------------------------------------------
WEIGHTED
AVERAGE PER
THREE MONTHS ENDED MARCH 31, 2006 NET INCOME SHARES SHARE
(In thousands except share and per share data) (Numerator) (Denominator) AMOUNT
--------------------------------------------------------------------------------------------------------------------
Basic EPS:
Income available to holders of common stock $ 6,397 9,940,364 $ 0.64
Effect of dilutive securities:
Stock options 137,794
Diluted EPS:
Income available to holders of common stock plus assumed conversions $ 6,397 10,078,158 $ 0.63
====================================================================================================================
The effect of dilutive securities calculation for March 31, 2006 excludes stock
options covering 256,685 shares of common stock because they are anti-dilutive.
10
5. COMPREHENSIVE INCOME
THREE MONTHS ENDED
-----------------------
(In thousands) 03/31/2007 03/31/2006
------------------------------------------------------------------------------------------------
Net income $ 5,781 $ 6,397
------------------------------------------------------------------------------------------------
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during period 668 (1,754)
Less: reclassification adjustment for gains included in net income 14 0
Postretirement benefit plans:
Amortization of previously recorded benefit plan amounts 95 0
---------- ----------
Other comprehensive income (loss) 749 (1,754)
------------------------------------------------------------------------------------------------
Total comprehensive income $ 6,530 $ 4,643
================================================================================================
6. EMPLOYEE BENEFIT PLANS
The following table sets forth the amount of the net periodic benefit cost
recognized by the Company for the Company's pension plan, post-retirement plan
(Life and Health), and supplemental employee retirement plans (SERP) including
the following components: the service cost and interest cost; the expected
return on plan assets for the period; the amortization of the unrecognized
transitional obligation or transition asset; and the amounts of recognized gains
and losses, prior service cost recognized, and gain or loss recognized due to
settlement or curtailment.
COMPONENTS OF NET PERIOD BENEFIT COST
PENSION BENEFITS LIFE AND HEALTH SERP BENEFITS
THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED
----------------------- ----------------------- -----------------------
(In thousands) 03/31/2007 03/31/2006 03/31/2007 03/31/2006 03/31/2007 03/31/2006
----------------------------------------------------------------------------------------------------------------------------
Service cost $ 399 $ 450 $ 27 $ 13 $ 32 $ 45
Interest cost 501 465 75 64 116 99
Expected return on plan assets for the period (744) (690) 0 0 0 0
Amortization of transition liability 0 0 17 18 0 0
Amortization of prior service cost (27) (33) 0 0 23 10
Amortization of net loss 123 181 0 0 22 28
----------------------------------------------------------------------------------------------------------------------------
Net periodic benefit cost $ 252 $ 373 $ 119 $ 95 $ 193 $ 182
============================================================================================================================
The Company realized approximately $95,000, net of tax, as amortization of
amounts previously recognized in accumulated other comprehensive income.
The Company previously disclosed in its audited consolidated financial
statements for the year ended December 31, 2006, contained in the Company's
Annual Report on Form 10-K, that although the Company is not required to
contribute to the pension plan in 2007, it may voluntarily contribute to the
pension plan in 2007. There was no contribution to the pension plan through the
first three months of 2007.
11
7. FINANCIAL GUARANTEES
Financial Accounting Standards Board ("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
requires certain disclosures and potential liability recognition for the fair
value at issuance of guarantees that fall within its scope. Based upon
management'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 standby letters of credit. The Company extends standby letters of credit to
its customers in the normal course of business. The standby letters of credit
are generally short-term. As of March 31, 2007, the Company's maximum potential
obligation under standby letters of credit was $52.8 million. Management uses
the same credit policies to extend standby letters of credit that it uses for
on-balance sheet lending decisions and may require collateral to support standby
letters of credit based upon its evaluation of the counterparty. Management does
not anticipate losses as a result of these transactions.
8. Segment and Related Information
The Company manages its operations through two business segments: banking and
financial services. Financial services activities consist of the results of the
Company's trust, wealth and risk management operations. All other activities,
including holding company activities, are considered banking. The Company
accounts for intercompany fees and services at an estimated fair value according
to regulatory requirements for the services provided. Intercompany items relate
primarily to the use of human resources, accounting and marketing services
provided by any of the Banks and the holding company. All other accounting
policies are the same as those described in the summary of significant
accounting policies.
Summarized financial information concerning the Company's reportable segments
and the reconciliation to the Company's consolidated results is shown in the
following table. Investment in subsidiaries is netted out of the presentations
below. The "Intercompany" column identifies the intercompany activities of
revenues, expenses and other assets between the banking and financial services
segment.
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2007
-------------------------------------------------------------------------------------------------------------
FINANCIAL
(in thousands) BANKING SERVICES INTERCOMPANY CONSOLIDATED
-------------------------------------------------------------------------------------------------------------
Interest income $ 31,867 $ 68 $ (1) $ 31,934
Interest expense 14,376 1 (1) 14,376
-------------------------------------------------------------------------------------------------------------
Net interest income 17,491 67 0 17,558
-------------------------------------------------------------------------------------------------------------
Provision for loan losses 471 0 0 471
Noninterest income 4,349 6,130 (29) 10,450
Noninterest expense 14,632 4,494 (29) 19,097
-------------------------------------------------------------------------------------------------------------
Income before income taxes 6,737 1,703 0 8,440
-------------------------------------------------------------------------------------------------------------
Minority interest 33 0 0 33
Provision for income taxes 2,006 620 0 2,626
-------------------------------------------------------------------------------------------------------------
Net Income $ 4,698 $ 1,083 $ 0 $ 5,781
=============================================================================================================
-------------------------------------------------------------------------------------------------------------
Depreciation and amortization $ 995 $ 97 $ 0 $ 1,092
Assets 2,257,077 25,745 (2,659) 2,280,163
Goodwill 5,377 15,852 0 21,229
Other intangibles 1,573 2,289 0 3,862
Loans, net 1,321,981 3,491 0 1,325,472
Deposits 1,810,080 2,328 (2,664) 1,809,744
Equity 169,690 21,421 0 191,111
=============================================================================================================
12
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2006
-------------------------------------------------------------------------------------------------------------
FINANCIAL
(in thousands) BANKING SERVICES INTERCOMPANY CONSOLIDATED
-------------------------------------------------------------------------------------------------------------
Interest income $ 28,949 $ 75 $ (2) $ 29,022
Interest expense 10,301 4 (2) 10,303
-------------------------------------------------------------------------------------------------------------
Net interest income 18,648 71 0 18,719
-------------------------------------------------------------------------------------------------------------
Provision for loan losses 459 0 0 459
Noninterest income 3,882 5,043 (28) 8,897
Noninterest expense 14,374 3,567 (28) 17,913
-------------------------------------------------------------------------------------------------------------
Income before income taxes 7,697 1,547 0 9,244
-------------------------------------------------------------------------------------------------------------
Minority interest 33 0 0 33
Provision for income taxes 2,437 377 0 2,814
-------------------------------------------------------------------------------------------------------------
Net Income $ 5,227 $ 1,170 $ 0 $ 6,397
=============================================================================================================
-------------------------------------------------------------------------------------------------------------
Depreciation and amortization $ 976 $ 51 $ 0 $ 1,026
Assets 2,112,816 21,824 (1,943) 2,132,697
Goodwill 5,377 11,327 0 16,704
Other intangibles 1,747 1,399 0 3,146
Loans, net 1,241,825 3,783 0 1,245,608
Deposits 1,702,777 2,436 (1,927) 1,703,286
Equity 168,943 15,879 0 184,822
=============================================================================================================
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
BUSINESS
Tompkins Trustco, Inc. ("Tompkins" or the "Company") is a registered financial
holding company incorporated in 1995 under the laws of the State of New York and
its common stock is listed on the American Stock Exchange (Symbol: TMP).
Tompkins is headquartered at The Commons, Ithaca, New York. Tompkins 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"); an insurance agency, Tompkins Insurance Agencies, Inc. ("Tompkins
Insurance"); and a fee-based financial planning and wealth management firm, AM&M
Financial Services, Inc. ("AM&M"). Unless the context otherwise requires, the
term "Company" refers collectively to Tompkins Trustco, Inc. and its
subsidiaries.
The Company has identified two business segments, banking and financial
services. Financial services activities include the results of the Company's
trust, financial planning and wealth management and broker-dealer services, and
its risk management operations. All other activities are considered banking.
Information about the Company's business segments is included in Note 8,
"Segment and Other Related Information," in Notes to Unaudited Condensed
Consolidated Financial Statements.
Banking services consist primarily of attracting deposits from the areas served
by the community bank subsidiaries' 38 banking offices and using those deposits
to originate a variety of commercial loans, consumer loans, real estate loans
(including commercial loans collateralized by real estate), and leases. 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.
13
The Company provides trust and investment services through Tompkins Investment
Services, a division of Trust Company, and investment services through AM&M.
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. AM&M provides
fee-based financial planning for small business owners, professionals and
corporate executives and other individuals with complex financial needs. AM&M
also provides wealth management services and operates a broker-dealer
subsidiary, which is a leading outsourcing company for financial planners and
investment advisors. The Company also expanded its retail brokerage services in
2006.
The Company provides property and casualty insurance services through Tompkins
Insurance and life, long-term care and disability insurance through AM&M.
Tompkins Insurance 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 has acquired smaller
insurance agencies generally in the market areas serviced by the Company's
banking subsidiaries. Tompkins Insurance offers services to customers of the
Company's banking subsidiaries by sharing offices with The Bank of Castile and
The Trust Company. In addition to these shared offices, Tompkins Insurance has
five stand-alone offices in Western New York, and two stand-alone offices in
Tompkins County. AM&M operates a subsidiary that creates customized risk
management plans using life, disability and long-term care insurance products.
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.
The banking industry is highly competitive, as deregulation has opened the
industry to nontraditional commercial banking companies. Competition for
commercial banking and other financial services is strong in the Company's
market area. Competition includes other commercial banks, savings and loan
associations, credit unions, finance companies, Internet-based financial
services companies, mutual funds, insurance companies, brokerage and investment
companies, and other financial intermediaries. The Company differentiates itself
from its competitors through its full complement of banking and related
financial services, and through its community commitment and involvement in its
primary market areas, as well as its commitment to quality and personalized
banking services. Banking and financial services are also highly regulated. As a
financial holding company of three community banks, the Company is subject to
examination and regulation by the Federal Reserve Board, the Federal Deposit
Insurance Corporation, the Office of the Comptroller of Currency, and the New
York State Banking Department. Additionally, the Company is subject to
examination and regulation from the New York State Insurance Department, the
Securities and Exchange Commission and the National Association of Securities
Dealers.
Other external factors affecting the Company's operating results are market
rates of interest, the condition of financial markets, and both national and
regional economic conditions. The interest rate environment of rising short-term
rates and flat to lower longer-term rates has pressured the performance of the
banking subsidiaries over the past several years. Growth in loans and deposits
as well as continued efforts to expand fee-based businesses have helped to
offset the pressures of the current interest rate environment. The Company's
community bank subsidiaries operate, in the aggregate, 38 banking offices,
including one limited-service office, serving communities in many upstate New
York markets. Economic climates in these markets vary by region.
The following discussion is intended to provide an understanding of the
consolidated financial condition and results of operations of the Company for
the first quarter ended March 31, 2007. It should be read in conjunction with
the Company's audited consolidated financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2006, and the unaudited condensed consolidated financial statements and
notes included elsewhere in this Quarterly Report on Form 10-Q.
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 Quarterly Report on Form 10-Q 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
14
actual results of the Company to differ materially from those matters expressed
and/or implied by such 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, insurance companies, 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 allowance for loan/lease losses (reserve) to
be a critical accounting policy because of the uncertainty and subjectivity
inherent in estimating the levels of allowance 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 (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 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 allowances 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 changes in local property values. While
management's evaluation of the allowance for loan/lease losses as of March 31,
2007, considers the allowance to be adequate, under adversely different
conditions or assumptions, the Company would need to increase the allowance.
Another critical accounting policy is the policy for pensions and other
post-retirement benefits. The calculation of the expenses and liabilities
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, employment levels, employee retention,
and life expectancies of plan participants. The Company employs 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 pension and other
post-retirement expenses and liabilities.
All accounting policies are important and the reader of the Company's financial
statements should review these policies, described in Note 1 to the notes to
consolidated financials statements to the Company's audited consolidated
financial statements contained in the Company's Annual Report on Form 10-K for
the year ended December 31, 2006, to gain a greater understanding of how the
Company's financial performance is reported.
OVERVIEW
Net income for the first quarter of 2007 was $5.8 million or $0.58 per diluted
share, down from $6.4 million or $0.63 per diluted share for the same period in
2006. Return on average assets (ROA) for the quarter ended March 31, 2007, was
1.05% compared to 1.22% for the quarter ended March 31, 2006. Return on average
shareholders' equity (ROE) for the first quarter of 2007 was 12.39%, compared to
14.02% for the same period in 2006. ROA and ROE were negatively affected by a
compressed net interest margin as well as the growth in average assets and
average shareholders' equity exceeding growth in net income.
15
Total revenues, consisting of net interest income and noninterest income, were
up 1.4% in the first quarter of 2007 over the same period last year, as growth
in noninterest income more than offset lower net interest income. Net interest
income for three months ended March 31, 2007, was down $1.2 million or 6.2%
compared to the same period in 2006, as higher funding costs more than offset
increased interest income resulting from the growth in average earnings assets
and improved asset yields. Higher short-term rates contributed to the growth in
funding costs, while the inverted yield curve (evidencing an interest rate
environment with lower yields on long-term as opposed to short-term assets) has
constrained the yields of longer-term assets. The net interest margin was 3.55%
in the first quarter of 2007, compared to 3.64% in the fourth quarter of 2006,
and 4.02% in the first quarter of 2006.
Noninterest income was up 17.5% in the first quarter of 2007 from the same
period prior year, driven by growth in investment services income and insurance
commissions and fees. Insurance commissions and fees benefited from the
acquisition of four insurance agencies in 2006, while investment services income
benefited from core growth and the expansion of retail brokerage services in
early 2006. Noninterest income also includes a $452,000 pre-tax gain, reflecting
the change in fair value on securities designated as trading securities with the
adoption of SFAS 159, The Fair Value Option for Financial Assets and Financial
Liabilities ("SFAS 159"), effective January 1, 2007. For additional information
on the adoption of SFAS 159, refer to Note 3 of Notes to Unaudited Condensed
Consolidated Financial Statements. Noninterest expenses were up 6.6% over the
first quarter of 2006. The increase in the first quarter was primarily in
compensation and benefits related expenses and premises and fixed asset
expenses, both of which were impacted by business expansion initiatives that
included insurance agency acquisitions, expansion of retail brokerage services,
and the expansion of banking offices.
Nonperforming assets were $7.7 million at March 31, 2007, up from $3.9 million a
year ago. The increase is mainly due to the addition of a $4.1 million
nonperforming commercial relationship, of which approximately $3.7 million is
90% guaranteed by a government agency. For the first quarter 2007, net
charge-offs were $276,000, down from $333,000 in the first quarter 2006.
RESULTS OF OPERATIONS
NET INTEREST INCOME
The following table illustrates the trend in average interest-earning assets and
interest-bearing liabilities, and the corresponding yield or cost associated
with each. The Company earned taxable-equivalent net interest income of $18.2
million for the three months ended March 31, 2007, a decrease of 6.7% from the
same period in 2006. The decrease in taxable-equivalent net interest income as
compared to the same period in 2006 is mainly a result of funding costs
increasing at a faster rate than yields on average earning assets. The yield on
average earning assets was up 21 basis points to 6.36% in the first quarter over
the corresponding period in 2006, while the cost of funds increased by 83 basis
points to 3.49% over the same period. The Company has been able to partially
offset the impact of the margin compression on net interest income by growing
average earning assets and average noninterest bearing deposits.
Taxable-equivalent interest income was up $2.8 million or 9.3% for the first
quarter of 2007 over the comparable period in 2006, driven by an increase in
loan and investment volumes and yields. Average loan balances were up $64.6
million or 5.1% in the first quarter 2007 over the first quarter 2006, while
average loan yields were up 20 basis points to 7.15%. Loan growth was primarily
in the commercial real estate, commercial and industrial, and residential real
estate portfolios. Loan yields on commercial and industrial loans, and
commercial real estate loans benefited from increases in benchmark market
interest rates. Since the first quarter of 2006, the prime interest rate
increased by 100 basis points to 8.25%. Home equity loan yields were also higher
due to the variable rate nature of these products. Average investment balances
were up $37.6 million or 5.4% in the first quarter 2007 over the same quarter in
2006, while average yields were up 24 basis points to 4.95%.
Increases in taxable-equivalent interest income were more than offset by higher
funding costs driven by the increase in short-term market interest rates and
competitive market conditions. The average rate paid on deposits during the
first quarter of 2007 of 3.37%, was 88 basis points higher than the average rate
paid in the same period of 2006. Rates on time deposits moved higher with the
rise in short-term rates and resulted in an increased volume of these deposits.
Average time deposit balances increased $80.6 million or 12.5% to $725.8 million
at March 31, 2007, from $645.2 million at March 31, 2006. The Company was able
to offset some of the impact of higher deposit rates by growing average
noninterest bearing deposits to $339.3 million, up 1.6% over average balances
for 2006.
16
AVERAGE CONSOLIDATED BALANCE SHEET AND NET INTEREST ANALYSIS
YEAR TO DATE PERIOD ENDED YEAR TO DATE PERIOD ENDED
MAR-07 MAR-06
----------------------------------------------------------------------------------------------------------------------------------
Average Average
Balance Average Balance Average
(Dollar amounts in thousands) (YTD) Interest Yield/Rate (YTD) Interest Yield/Rate
----------------------------------------------------------------------------------------------------------------------------------
ASSETS
Interest-earning assets
Certificates of deposit with other banks $ 8,393 $ 91 4.40% $ 5,780 $ 57 4.00%
Securities (1)
U.S. Government securities 527,268 6,227 4.79% 538,855 5,826 4.38%
Trading securities 62,786 569 3.68% 0 0 0.00%
State and municipal (2) 103,929 1,562 6.10% 131,049 1,903 5.89%
Other securities (2) 36,619 564 6.25% 23,120 320 5.61%
--------------------------------------------------------------------------------
Total securities 730,602 8,922 4.95% 693,024 8,049 4.71%
Federal funds sold 7,978 96 4.88% 456 5 4.45%
Loans, net of unearned income (3)
Real estate 896,700 14,954 6.76% 851,336 13,710 6.53%
Commercial loans (2) 340,429 6,906 8.23% 302,373 5,864 7.87%
Consumer loans 81,429 1,413 7.04% 97,889 1,900 7.87%
Direct lease financing 10,374 160 6.25% 12,741 195 6.21%
--------------------------------------------------------------------------------
Total loans, net of unearned income 1,328,932 23,433 7.15% 1,264,339 21,669 6.95%
--------------------------------------------------------------------------------
Total interest-earning assets 2,075,905 32,542 6.36% 1,963,599 29,780 6.15%
--------------------------------------------------------------------------------
Other assets 158,302 155,063
------------ -----------
Total assets $ 2,234,207 $ 2,118,662
============ ===========
----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES & SHAREHOLDERS' EQUITY
Deposits
Interest-bearing deposits
Interest bearing checking, savings,
& money market 699,810 3,233 1.87% 705,709 2,341 1.35%
Time deposits > $100,000 356,746 4,419 5.02% 299,616 2,944 3.98%
Time deposits < $100,000 345,275 3,900 4.58% 304,682 2,575 3.43%
Brokered time deposits < $100,000 23,791 293 4.99% 40,941 433 4.29%
--------------------------------------------------------------------------------
Total interest-bearing deposits 1,425,622 11,845 3.37% 1,350,948 8,293 2.49%
Federal funds purchased & securities sold under
agreements to repurchase 196,353 1,963 4.05% 157,469 1,311 3.38%
Other borrowings 49,557 568 4.65% 63,956 699 4.43%
--------------------------------------------------------------------------------
Total interest-bearing liabilities 1,671,532 14,376 3.49% 1,572,373 10,303 2.66%
Noninterest bearing deposits 339,302 333,883
Accrued expenses and other liabilities 32,972 25,822
------------ -----------
Total liabilities 2,043,806 1,932,078
Minority interest 1,467 1,466
Shareholders' equity 188,934 185,118
------------ -----------
Total liabilities and shareholders' equity $ 2,234,207 $ 2,118,662
============ ===========
Interest rate spread 2.87% 3.49%
------------------------- -----------------------
Net interest income/margin on earning assets $ 18,166 3.55% $ 19,477 4.02%
Tax equivalent adjustment (608) (758)
------------ ----------
Net interest income per consolidated
Financial statements $ 17,558 $ 18,719
==================================================================================================================================
(1) Average balances and yields exclude unrealized gains and losses on
available-for-sale securities.
(2) Interest income includes the effects of taxable-equivalent adjustments
using a blended Federal and State income tax rate of 40% to increase tax
exempt interest income to a taxable-equivalent basis.
(3) Nonaccrual loans are included in the average loans totals presented above.
Payments received on nonaccrual loans have been recognized as disclosed in
Note 1 to the Company's Annual Report on Form 10-K for the year ended
December 31, 2006.
17
PROVISION FOR LOAN/LEASE LOSSES
The provision for loan/lease losses represents management's estimate of the
expense necessary to maintain the allowance for loan/lease losses at an adequate
level. For the first quarter of 2007, the provision for loan/lease losses was
$471,000, compared to $459,000 for the same period in 2006. Net charge-offs were
$276,000 for the first quarter of 2007 compared to $333,000 for the first
quarter of 2006. Nonperforming loans and leases were $7.4 million, or 0.55% of
total loans and leases at March 31, 2007, compared to $3.2 million, or 0.25% of
total loans and leases at March 31, 2006. The increase in nonperforming loans is
mainly due to the inclusion of one commercial relationship totaling $4.1
million. Approximately $3.7 million of this relationship has a 90% guarantee of
an agency of the U.S. government. The allowance for loan/lease losses as a
percentage of period end loans was 1.08% at March 31, 2007, compared 1.10% at
March 31, 2006.
NONINTEREST INCOME
Management 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. Noninterest income for the three months ended
March 31, 2007, was $10.5 million, an increase of 17.5% from the same period in
2006. Insurance commissions and fees and investment services income accounted
for the majority of the growth in noninterest income. For the first quarter of
2007, noninterest income represented 37.3% of total revenue, compared to 32.2%
for the same period in 2006.
Investment services generated $3.5 million of revenue in the first quarter of
2007, an increase of 21.3% over revenue of $2.9 million in the first quarter of
2006. Investment services reflects income from Tompkins Investment Services
("TIS"), a division within Tompkins Trust Company, and AM&M. Investment services
income includes: trust services, financial planning, wealth management services,
and brokerage related services. TIS generates fee income through managing trust
and investment relationships, managing estates, providing custody services, and
managing investments in employee benefits plans. TIS also oversees retail
brokerage activities in the Company's banking offices. TIS generated revenues of
$1.7 million in the first quarter of 2007, an increase of $206,000 or 13.6% over
the same period in 2006. With fees largely based on the market value and the mix
of assets managed, the general direction of the stock market has a considerable
impact on fee income. The market value of assets managed by, or in custody of,
TIS was $1.7 billion at March 31, 2007, up 8.0% from $1.5 billion at March 31,
2006. These figures include $503.8 million and $476.3 million, respectively, of
Company-owned securities of which TIS is custodian. Trends for new business in
trust and investment services remain positive.
AM&M generated revenues of $1.8 million, an increase of 30.0% over revenues of
$1.3 million in the first quarter of 2006, driven by growth in wealth management
business and brokerage services. AM&M provides fee-based financial planning
services, wealth management services, and brokerage services to independent
financial planners and investment advisors.
Insurance commissions and fees were $2.7 million for the first three months of
2007, up 23.1% from the $2.2 million for the same period in 2006. Revenue growth
was in both commercial and personal business lines. Tompkins Insurance acquired
four insurance agencies in 2006, which contributed to the year-over-year growth
in revenues. AM&M generated insurance commissions and fees of $93,000 in the
first quarter of 2007, down from $136,000 in the first quarter of 2006. AM&M
offers customized risk management plans using life, disability and long-term
care insurance products.
Service charges on deposit accounts of $1.9 million for the first three months
of 2007 were flat compared to the same period in 2006. The largest component of
this category is overdraft fees, which is largely driven by customer activity. A
key factor affecting overdraft income is check volume, which has been trending
downward as a result of increased debit card volumes and other electronic
payment methods.
Card services income of $798,000 for the three months ended March 31, 2007, was
up 15.7% from $690,000 in the first three months of 2006. Debit card fees,
interchange fees on credit cards and ATM fees were all up in first quarter of
2007 over the same period in 2006.
The Company recognized a pre-tax gain of approximately $452,000 in the first
quarter of 2007 related to the Company's adoption of SFAS 159, effective as of
January 1, 2007. The pre-tax gain represents the change in fair value of
securities identified as trading securities between the adoption of SFAS 159 on
January 1, 2007 and March 31, 2007. In April 2007, Tompkins initiated a
securities portfolio restructuring transaction whereby it sold the approximately
$62 million in securities that were carried in the Company's trading portfolio
subsequent to the adoption of SFAS 159. The Company realized a pre-tax loss of
approximately $200,000 on the disposal of these securities in the second
quarter. Proceeds from the sale are expected to be reinvested in higher-yielding
securities that will also improve the Company's liquidity and interest rate risk
exposure position. Substantially all of the reinvested proceeds will be carried
in the Company's trading portfolio.
18
Noninterest income for the first three months of 2007 includes $272,000 of
income relating to increases in the cash surrender value of corporate owned life
insurance (COLI). This compares to $306,000 for the same period in 2006. The
COLI relates to life insurance policies covering certain senior officers of the
Company. The Company's average investment in COLI was $25.7 million for the
three-month period ended March 31, 2007, compared to $27.3 million for the same
period in 2006. Although income associated with the insurance policies is not
included in interest income, the COLI produced a tax-equivalent return of 7.15%
for the first three months of 2007, compared to 7.57% for the same period in
2006.
Other income for the first quarter of 2007 was down $172,000 compared to the
same period in 2006. The decrease was mainly a result of losses on the
disposition/retirement of fixed assets.
NONINTEREST EXPENSES
Total noninterest expenses were $19.1 million for the first three months of
2007, an increase of 6.6% over noninterest expenses of $17.9 million for the
same period in 2006. The increase in the first quarter was primarily in
compensation and benefits related expenses and premises and fixed asset
expenses, both of which were impacted by business expansion initiatives that
included insurance agency acquisitions, expansion of retail brokerage services,
and the expansion of banking offices.
Personnel-related expenses comprise the largest segment of noninterest expense,
representing 59.2% of noninterest expense for the first three months of 2007
compared to 59.3% of noninterest expense for the first three months of 2006. The
6.4% increase in personnel-related expenses year-over-year was primarily a
result of higher salaries and wages and benefits related to an increase in
average full time equivalent employees (FTEs), from 648 at March 31, 2006, to
682 at March 31, 2007, and annual salary adjustments. The increase in average
FTEs is a result of the staffing requirements at the Company's newer offices and
four insurance agency acquisitions by Tompkins Insurance in 2006. Healthcare
expenses were also up over the same period in 2006.
Expenses related to bank premises and furniture and fixtures totaled $2.5
million for the first three months of 2007, an increase of 15.7% over the same
period last year. Additions to the Company's branch network, insurance agency
acquisitions, 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.
Professional fees totaled $571,000 in the first quarter of 2007 compared to
$363,000 in the first quarter of 2006. In the first quarter of 2007, the Company
engaged a consulting group to assist management in continuing to identify and
implement profit improvement initiatives designed to reduce expenses and
increase revenue. Management is encouraged by the preliminary results of this
effort and expects to begin implementation in the second quarter. The overall
financial impact on second quarter results is expected to be modest, as
implementation expenses will largely offset profit improvement gains during the
quarter. Management expects these efforts to begin having a positive impact on
financial results in the second half of 2007.
Cardholder expenses were down $116,000 or 33.0% to $235,000, driven by the
fourth quarter 2006 sale of the Company's credit card portfolio.
INCOME TAX EXPENSE
The provision for income taxes provides for Federal and New York State income
taxes. The provision for the three months ended March 31, 2007, was $2.6
million, compared to $2.8 million for the same period in 2006. The Company's
effective tax rate for the first three months of 2007 was 31.1%, compared to
30.4% for the same period in 2006. The increase in the effective rate in 2007
compared with 2006 is due to lower levels of tax-advantaged income, such as
income from investments in municipal bonds.
FINANCIAL CONDITION
Total assets were $2.3 billion at March 31, 2007, up 3.1% over December 31,
2006, and up 6.9% over March 31, 2006. Asset growth over the fourth quarter of
2006 included a $35.4 million increase in the carrying value of securities, a
$17.3 million increase in cash and equivalents, and a $13.7 million increase in
total loans and leases. With the adoption of SFAS 159, The Fair Value Option for
Financial Assets and Financial Liabilities, effective January 1, 2007, the
Company identified $63.4 million of securities within its available-for-sale
securities portfolio and elected the fair value measurement option for these
securities. These securities are reported on the Condensed Consolidated
Statements of Condition as trading securities. Deposits were up $100.3 million
in the first three months of 2007, to $1.8 billion at March 31, 2007. Deposit
growth from December 31, 2006 included $79.5 million in time deposits and $43.5
million in interest checking, savings and money markets deposits. Growth in
municipal deposits contributed to the increase in these deposit categories.
Noninterest bearing deposits were down $22.7 million. Other borrowings decreased
$39.6 million from year-end 2006 to $46.3 million at March 31, 2007 as the
Company used deposit growth to reduce short-term borrowings with the Federal
Home Loan Bank.
19
CAPITAL
Total shareholders' equity totaled $191.1 million at March 31, 2007, an increase
of $1.5 million from December 31, 2006. Additional paid-in capital decreased by
$2.3 million, from $158.2 million at December 31, 2006, to $155.9 million at
March 31, 2007, reflecting the effects of repurchases of the Company's common
stock, partially offset by the exercise of stock options and stock-based
compensation expense. The Company repurchased 63,700 shares of its common stock
for $2.7 million during the quarter ended March 31, 2007. Retained earnings
increased $1.3 million from $44.4 million at December 31, 2006, to $45.7 million
at March 31, 2007, reflecting net income of $5.8 million less dividends paid of
$2.9 million and a cumulative-effect adjustment related to the adoption of SFAS
159, "The Fair Value Option for Financial Assets and Financial Liabilities" of
$1.5 million. Accumulated other comprehensive loss decreased by nearly $2.6
million between December 31, 2006 and March 31, 2007, reflecting the effects of
the adoption of SFAS 159, a decrease in unrealized losses on available-for-sale
securities due to lower market rates, and amounts recognized in other
comprehensive income related to postretirement benefit plans. The early adoption
of SFAS 159 required that any cumulative unrealized losses or gains related to
securities where the fair value option was elected be included in the
cumulative-effect adjustment, net of tax.
Cash dividends paid in the first three months of 2007 totaled approximately $2.9
million, representing 51.0% of year-to-date earnings. Cash dividends of $0.30
per share paid during the first quarter of 2006 were up 10.0% over the $0.27 per
share paid during the same period in 2006.
On July 18, 2006, the Company's Board of Directors approved a new stock
repurchase plan (the "2006 Plan") to replace its 2004 Plan, which expired in
July 2006. The 2006 Plan authorizes the repurchase of up to 450,000 additional
shares of the Company's outstanding common stock over a two-year period. During
the first quarter, the Company repurchased 63,700 shares at an average cost of
$42.59. As of March 31, 2007, the Company has repurchased 151,928 shares under
the 2006 Plan at an average cost of $43.17.
The Company and its banking subsidiaries are subject to various regulatory
capital requirements administered by Federal banking agencies. Management
believes the Company and its subsidiaries meet all capital adequacy requirements
to which they are subject. The table below reflects the Company's capital
position at March 31, 2007, compared to the regulatory capital requirements for
"well capitalized" institutions.
REGULATORY CAPITAL ANALYSIS - March 31, 2007
----------------------------------------------------------------------------------------------
WELL CAPITALIZED
ACTUAL REQUIREMENT
----------------------- -----------------------
(Dollar amounts in thousands) AMOUNT RATIO AMOUNT RATIO
----------------------------------------------------------------------------------------------
Total Capital (to risk weighted assets) $ 193,116 12.8% $ 136,931 10.0%
Tier I Capital (to risk weighted assets) $ 178,593 11.8% $ 82,159 6.0%
Tier I Capital (to average assets) $ 178,593 8.1% $ 105,277 5.0%
==============================================================================================
As illustrated above, the Company's capital ratios on March 31, 2007, remain
well above the minimum requirement for well capitalized institutions. As of
March 31, 2007, the capital ratios for each of the Company's subsidiary banks
also exceeded the minimum levels required to be considered well capitalized.
ALLOWANCE FOR LOAN/LEASE LOSSES AND NONPERFORMING ASSETS
Management reviews the adequacy of the allowance for loan/lease losses (the
"allowance") on a regular basis. Management considers the accounting policy
relating to the allowance to be a critical accounting policy, given the inherent
uncertainty in evaluating the levels of the allowance required to cover credit
losses in the Company's portfolio and the material effect that assumption could
have on the Company's results of operations. Factors considered in determining
the adequacy of the allowance 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 and lease portfolio; the level and trend of market interest rates;
comments received during the course of regulatory examinations; current local
economic conditions; past due and nonperforming loan statistics; estimated
collateral values; and a historical review of loan and lease loss experience.
Based upon consideration of the above factors, management believes that the
allowance is adequate to provide for the risk of loss inherent in the current
loan and lease portfolio. Activity in the Company's allowance for loan/lease
losses during the first three months of 2007 and 2006 is illustrated in the
table below.
20
ANALYSIS OF THE ALLOWANCE FOR LOAN/LEASE LOSSES (In thousands)
------------------------------------------------------------------------------------------------------
MARCH 31, 2007 MARCH 31, 2006
------------------------------------------------------------------------------------------------------
Average Loans and Leases Outstanding Year to Date $ 1,328,932 $ 1,264,339
------------------------------------------------------------------------------------------------------
Beginning Balance 14,328 13,677
------------------------------------------------------------------------------------------------------
Provision for loan/lease losses 471 459
Loans charged off (433) (442)
Loan recoveries 157 109
------------------------------------------------------------------------------------------------------
Net charge-offs (276) (333)
------------------------------------------------------------------------------------------------------
Ending Balance $ 14,523 $ 13,803
======================================================================================================
The allowance represented 1.08% of total loans and leases outstanding at
March 31, 2007, down from 1.10% at March 31, 2006. The allowance coverage of
nonperforming loans (loans past due 90 days and accruing, nonaccrual loans, and
restructured troubled debt) decreased from 4.3 times at March 31, 2006, to 2.0
times at March 31, 2007. The decrease in this ratio is mainly due to the
addition of one large commercial relationship totaling $4.1 million in
nonperforming assets at March 31, 2007. Approximately $3.7 million of this
relationship has a 90% guarantee of a U.S. government agency. Management is
committed to early recognition of loan problems and to maintaining an adequate
allowance.
The level of nonperforming assets at March 31, 2007, and 2006, is illustrated in
the table below. Nonperforming assets of $7.7 million as of March 31, 2007, were
up $3.8 million from nonperforming assets of $3.9 million as of March 31, 2006.
Nonperforming assets represented 0.34% of total assets at March 31, 2007,
compared to 0.18% at March 31, 2006. Approximately $3.6 million of nonperforming
loans at March 31, 2007, were secured by U.S. government guarantees, while
$661,000 were secured by one-to-four family residential properties.
NONPERFORMING ASSETS (In thousands)
------------------------------------------------------------------------------------------------------
MARCH 31, 2007 MARCH 31, 2006
------------------------------------------------------------------------------------------------------
Nonaccrual loans and leases $ 7,358 $ 3,055
Loans past due 90 days and accruing 10 105
Troubled debt restructuring not included above 0 50
------------------------------------------------------------------------------------------------------
Total nonperforming loans 7,368 3,210
------------------------------------------------------------------------------------------------------
Other real estate, net of allowances 345 673
------------------------------------------------------------------------------------------------------
Total nonperforming assets $ 7,713 $ 3,883
------------------------------------------------------------------------------------------------------
Total nonperforming loans/leases as a percent of total loans/leases 0.55% 0.25%
------------------------------------------------------------------------------------------------------
Total nonperforming assets as a percentage of total assets 0.34% 0.18%
======================================================================================================
Potential problem loans/leases are loans/leases that are currently performing,
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 some time in the future. Management considers
loans/leases classified as Substandard that continue to accrue interest to be
potential problem loans/leases. At March 31, 2007, the Company's internal loan
review function had identified 31 commercial relationships totaling $15.1
million, which it has classified as Substandard, which continue to accrue
interest. As of December 31, 2006, the Company's internal loan review function
had classified 25 commercial relationships as Substandard totaling $19.7
million, 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 aggregate, give management reason to believe that
the current risk exposure on these loans is not significant. At March 31, 2007,
approximately $494,000 of these loans were backed by guarantees of U.S.
government agencies. While in a performing status as of March 31, 2007, these
loans exhibit certain risk factors, which have the potential to cause them to
become nonperforming in the future. Accordingly, management's attention is
focused on these credits, which are reviewed on at least a quarterly basis. The
decrease in the dollar amount of commercial relationships classified as
Substandard and still accruing between December 31, 2006 and March 31, 2007 was
mainly due to one commercial relationship totaling $4.1 million that was
classified as Substandard and accruing at December 31, 2006, becoming
nonaccruing at March 31, 2007.
21
DEPOSITS AND OTHER LIABILITIES
Total deposits of $1.8 billion at March 31, 2007 were up $100.3 million, or
5.9%, from December 31, 2006. Deposit growth included $79.5 million in time
deposits and $43.5 million in interest checking, savings and money market
deposits. Growth in municipal deposits accounted for the majority of the growth
in time deposits and savings and money market deposits. Noninterest bearing
deposits were down $22.7 million. The rise in short-term market interest rates
and competitive market conditions has resulted in pressure to increase rates on
time deposits, causing some consumers, businesses and municipalities to move
excess funds from lower yielding deposit accounts, such as checking and savings
into time or money market deposits. The Company's primary funding source is core
deposits, defined as total deposits less time deposits of $100,000 or more,
brokered time deposits, and municipal money market deposits. Core deposits
decreased 1.0% from year-end 2006 to $1.3 billion at March 31, 2007 and
represented 62.3% of total liabilities.
Non-core funding sources for the Company totaled $755.7 million at March 31,
2007, up from $717.4 million at December 31, 2006. Non-core funding at March 31,
2007 included municipal deposits, time deposits of $100,000 or more, term
advances and securities sold under agreements to repurchase ("repurchase
agreements") with the Federal Home Loan Bank (FHLB), and retail repurchase
agreements.
The growth in non-core funding between December 31, 2006, and March 31, 2007 was
concentrated in municipal time deposits over $100,000 and other time deposits of
$100,000 or more. Municipal time deposits were up $50.3 million to $207.3
million at March 31, 2007, while time deposits of $100,000 or more were up $22.0
million to $172.8 million at March 31, 2007.
The Company's liability for repurchase agreements amounted to $199.7 million at
March 31, 2007, which is up slightly from $191.5 million at December 31, 2006.
Included in repurchase agreements at March 31, 2007, were $132.0 million in FHLB
repurchase agreements and $67.7 million in retail 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.
At March 31, 2007, other borrowings of $46.3 million were predominately term
advances with the FHLB. The decrease in other borrowings from a year-end 2006
balance of $85.9 million was mainly due to the repayment of overnight FHLB
advances. Included in the $178.1 million in term advances and repurchase
agreements with the FHLB are $150.0 million of advances that have call dates
between 2006 and 2017 and are callable if certain conditions are met.
LIQUIDITY
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. The Company uses a variety of resources to meet its liquidity needs,
which include deposits, cash and cash equivalents, short-term investments, cash
flow from lending and investing activities, repurchase agreements, and
borrowings. The Company may also use borrowings as part of a growth strategy.
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 are a primary and low cost funding source obtained primarily
through the Company's branch network. Core deposits totaled $1.3 billion at
March 31, 2007, up $30.6 million from year-end 2006. Core deposits represented
71.8% of total deposits and 62.8% of total liabilities at March 31, 2007,
compared to 74.3% of total deposits and 62.9% of total liabilities at December
31, 2006.
In addition to core deposits, the Company uses non-core funding sources to
support asset growth. These non-core funding sources include time deposits of
$100,000 or more, brokered time deposits, municipal money market accounts,
securities sold under agreements to repurchase and term advances from the FHLB.
Rates and terms are the primary determinants of the mix of these funding
sources. Non-core funding sources, as a percentage of total liabilities,
increased from 35.5% at December 31, 2006 to 37.7% at March 31, 2007. The
increase in the dollar volume of non-core funding was concentrated in municipal
money market deposits and time deposits of $100,000 or more. Rates on these
products have moved up due to higher market interest rates and competitive
market conditions.
22
Cash and cash equivalents totaled $69.5 million as of March 31, 2007, up from
$52.2 million at December 31, 2006. Short-term investments, consisting of
securities due in one year or less, increased from $49.1 million at December 31,
2006, to $69.7 million on March 31, 2007. The Company also has $62.2 million of
securities designated as trading securities. The Company pledges securities as
collateral for certain non-core funding sources. Securities carried at $584.0
million at December 31, 2006, and $596.7 million at March 31, 2007, were pledged
as collateral for public deposits or other borrowings, and pledged or sold under
agreements to repurchase. Pledged securities represented 82.2% of total
securities as of March 31, 2007, compared to 79.5% as of December 31, 2006.
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 principal reductions. Total mortgage-backed securities, at fair
value, were $347.9 million at March 31, 2007 compared with $352.4 million at
December 31, 2006. Outstanding principle balances of residential mortgage loans,
consumer loans, and leases totaled approximately $566.8 million at March 31,
2007 as compared to $563.4 million at December 31, 2006. Aggregate amortization
from monthly payments on these assets provides significant additional cash flow
to the Company.
Liquidity is enhanced by ready access to national and regional wholesale funding
sources including Federal funds purchased, repurchase agreements, brokered
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 March 31, 2007, the unused
borrowing capacity on established lines with the FHLB was $406.6 million. As
members of the FHLB, the Company's subsidiary banks can use certain unencumbered
mortgage-related assets to secure additional borrowings from the FHLB. At March
31, 2007, total unencumbered residential mortgage loans of the Company were
$279.3 million. Additional assets may also qualify as collateral for FHLB
advances upon approval of the FHLB.
The Company has not identified any trends or circumstances that are reasonably
likely to result in material increases or decreases in liquidity in the near
term.
23
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT 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. The
simulation models are used to estimate the potential effect of interest rate
shifts on net interest income for future periods. Each quarter the
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 considers 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.
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 March 31, 2007, 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 2.4%, while a 200
basis point decline in interest rates over a one-year period would result in a
decrease in net interest income of 2.2%. This simulation assumes no balance
sheet growth and no management action to address balance sheet mismatches.
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. The Company's most recent base
case simulation, which assumes interest rates remain unchanged from the date of
the simulation, reflects a relatively flat to slightly higher net interest
margin during 2007.
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 management a level of flexibility 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.
The table below is a Condensed Static Gap Report, which illustrates the
anticipated repricing intervals of assets and liabilities as of March 31, 2007.
The analysis reflects sensitivity to rising interest rates in all repricing
intervals shown.
CONDENSED STATIC GAP - MARCH 31, 2007 REPRICING INTERVAL
CUMULATIVE
(Dollar amounts in thousands) TOTAL 0-3 MONTHS 3-6 MONTHS 6-12 MONTHS 12 MONTHS
-----------------------------------------------------------------------------------------------------------------------------
Interest-earning assets $ 2,098,288 $ 467,431 $ 114,490 $ 228,524 $ 810,445
Interest-bearing liabilities 1,719,113 681,088 256,226 179,990 $ 1,117,304
-----------------------------------------------------------------------------------------------------------------------------
Net gap position (213,657) (141,736) 48,534 (306,859)
-----------------------------------------------------------------------------------------------------------------------------
Net gap position as a percentage of total assets (9.37)% (6.22)% 2.13% (13.46)%
=============================================================================================================================
24
ITEM 4. 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(e)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as
of March 31, 2007. 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 Report on Form 10-Q the Company's disclosure controls and
procedures were effective in providing reasonable assurance that any 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.
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 first quarter ended March 31, 2007, that
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
There has not been any material change in the risk factors disclosure
from that contained in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2006.
25
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
The following table includes all Company repurchases made on a monthly basis
during the period covered by this Quarterly Report on Form 10-Q, including those
made pursuant to publicly announced plans or programs.
-------------------------------------------------------------------------------------------------------
Maximum Number
(or Approximate
Dollar Value) of
Total Number of Shares Shares that May
Average Purchased as Part of Yet Be Purchased
Total Number of Price Paid Publicly Announced Under the Plans
Shares Purchased Per Share Plans or Programs or Programs
Period (a) (b) (c) (d)
-------------------------------------------------------------------------------------------------------
January 1, 2007 through
January 31, 2007 21,197 $ 43.97 19,700 342,072
February 1, 2007 through
February 28, 2007 5,799 41.01 5,500 336,572
March 1, 2007 through
March 31, 2007 38,500 41.84 38,500 383,078
-------------------------------------------------------------------------------------------------------
Total 65,496 $ 42.46 63,700 298,072
-------------------------------------------------------------------------------------------------------
On July 19, 2006, the Company announced that the Company's Board of Directors
approved, on July 18, 2006, a new stock repurchase plan (the "2006 Plan") to
replace the expired 2004 Plan. The 2006 Plan authorizes the repurchase of up to
450,000 shares of the Company's outstanding common stock over a two-year period.
Included above are 1,497 shares purchased in January 2007 at an average cost of
$45.18 and 299 shares purchased in February 2007 at an average cost of $42.86 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 the director deferred compensation
under that plan. Shares purchased under the rabbi trust are not part of the
Board approved stock repurchase plan.
RECENT SALES OF UNREGISTERED SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's shareholders
during the first quarter of fiscal 2007.
ITEM 5. OTHER INFORMATION
None
26
ITEM 6. EXHIBITS
10.1 Summary of Compensation Arrangements for Name Executive Officers
and Directors
31.1 Certification of the Principal Executive Officer as required by
Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2 Certification of the Principal Financial Officer as required by
Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1 Certification of the Principal Executive Officer as required by
Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, 18
U.S.C. Section 1350 (filed herewith).
32.2 Certification of the Principal Financial Officer as required by
Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, 18
U.S.C. Section 1350 (filed herewith).
27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: May 8, 2007
TOMPKINS TRUSTCO, INC.
By: /s/ Stephen S. Romaine
-----------------------------
Stephen S. Romaine
President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Francis M. Fetsko
-----------------------------
Francis M. Fetsko
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
28
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGES
---------------------------------------------------------------------------------------------------
10.1 Summary of Compensation Arrangements for Named Executive Officers
and Directors 30
31.1 Certification of Principal Executive Officer as required by Rule 13a-14(a) of
the Securities Exchange Act of 1934, as amended 32
31.2 Certification of Principal Financial Officer as required by Rule 13a-14(a) of
the Securities Exchange Act of 1934, as amended 33
32.1 Certification of the Principal Executive Officer as required by Rule 13a-14(b) of
the Securities Exchange Act of 1934 as amended, 18 U.S.C. Section 1350 34
32.2 Certification of the Principal Financial Officer as required by Rule 13a-14(b) of
the Securities Exchange Act of 1934 as amended, 18 U.S.C. Section 1350 35
29