United States

Securities and Exchange Commission

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended March 31, 2014

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ______

 

Commission File Number 1-12709

 

 

 

Tompkins Financial Corporation

(Exact name of registrant as specified in its charter)

 

New York 16-1482357
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer 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: (888) 503-5753

Former name, former address, and former fiscal year, if changed since last report: NA

 

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 ☒  No ☐.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer  ☐  Accelerated Filer  ☒
 Non-Accelerated Filer  ☐ (Do not check if a smaller reporting company)  Smaller Reporting Company ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒.

 

Indicate the number of shares of the Registrant’s Common Stock outstanding as of the latest practicable date:

 

ClassOutstanding as of April 30, 2014
Common Stock, $0.10 par value 14,857,722 shares

 

 
 

  

TOMPKINS FINANCIAL CORPORATION

 

FORM 10-Q

 

INDEX

 

PART I - FINANCIAL INFORMATION    
        PAGE
         
Item 1 - Condensed Financial Statements Consolidated Statements of Condition as of March 31, 2014 (Unaudited)   3
       
    Consolidated Statements of Income for the three months ended March 31, 2014 and 2013 (Unaudited)   4
         
    Consolidated Statements of Comprehensive Income for the three months  ended March 31, 2014 and 2013 (Unaudited)   5
       
    Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013 (Unaudited)   6-7
       
    Consolidated Statements of Changes in Shareholders’ Equity for the three months  ended March 31, 2014 and 2013 (Unaudited)   8
         
    Notes to Unaudited Consolidated Condensed Financial Statements   9-39
         
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations   40-60
         
Item 3 - Quantitative and Qualitative Disclosures About Market Risk   61
         
Item 4 - Controls and Procedures   62
         
PART II - OTHER INFORMATION    
         
Item 1 - Legal Proceedings   62
         
Item 1A - Risk Factors   62
         
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds   62
         
Item 3 - Defaults Upon Senior Securities   62
         
Item 4 - Mine Safety Disclosures   63
         
Item 5 - Other Information   63
         
Item 6 - Exhibits   63
         
SIGNATURES   64
         
EXHIBIT INDEX   65

 

2
 

 

TOMPKINS FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CONDITION

 

(In thousands, except share and per share data) (Unaudited)  As of   As of 
ASSETS  03/31/2014   12/31/2013 
           
Cash and noninterest bearing balances due from banks  $97,283   $82,163 
Interest bearing balances due from banks   1,016    721 
Cash and Cash Equivalents   98,299    82,884 
           
Trading securities, at fair value   10,498    10,991 
Available-for-sale securities, at fair value (amortized cost of $1,384,804 at March 31, 2014 and $1,368,736 at December 31, 2013)   1,379,600    1,354,811 
Held-to-maturity securities, fair value of $19,434 at March 31, 2014, and $19,625 at December 31, 2013   18,820    18,980 
Originated loans and leases, net of unearned income and deferred costs and fees   2,555,522    2,527,244 
Acquired loans and leases, covered   24,106    25,868 
Acquired loans and leases, non-covered   624,584    641,172 
Less:  Allowance for loan and lease losses   28,014    27,970 
Net Loans and Leases   3,176,198    3,166,314 
           
FDIC Indemnification Asset   3,999    4,790 
Federal Home Loan Bank stock   18,240    25,041 
Bank premises and equipment, net   56,776    55,932 
Corporate owned life insurance   72,339    69,335 
Goodwill   92,246    92,140 
Other intangible assets, net   16,004    16,298 
Accrued interest and other assets   98,781    105,523 
Total Assets  $5,041,800   $5,003,039 
           
LIABILITIES          
Deposits:          
Interest bearing:          
Checking, savings and money market   2,338,780    2,190,616 
Time   898,884    865,702 
Noninterest bearing   867,506    890,898 
Total Deposits   4,105,170    3,947,216 
           
Federal funds purchased and securities sold under agreements to repurchase   158,794    167,724 
Other borrowings, including certain amounts at fair value of $11,228 at March 31, 2014 and $11,292 at December 31, 2013   214,616    331,531 
Trust preferred debentures   37,211    37,169 
Other liabilities   52,187    61,460 
Total Liabilities  $4,567,978   $4,545,100 
           
EQUITY          
Tompkins Financial Corporation shareholders’ equity:          
Common Stock - par value $.10 per share: Authorized 25,000,000 shares; Issued: 14,864,917 at March 31, 2014; and 14,785,007 at December 31, 2013   1,486    1,479 
Additional paid-in capital   349,812    346,096 
Retained earnings   143,766    137,102 
Accumulated other comprehensive loss   (19,685)   (25,119)
Treasury stock, at cost – 103,921 shares at March 31, 2014, and 105,449 shares at December 31, 2013   (3,042)   (3,071)
           
Total Tompkins Financial Corporation Shareholders’ Equity   472,337    456,487 
Noncontrolling interests   1,485    1,452 
Total Equity  $473,822   $457,939 
Total Liabilities and Equity  $5,041,800   $5,003,039 

 

See notes to unaudited condensed consolidated financial statements

 

3
 

 

TOMPKINS FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

   Three Months Ended 
(In thousands, except per share data) (Unaudited)  03/31/2014   03/31/2013 
INTEREST AND DIVIDEND INCOME          
Loans  $36,954   $36,429 
Due from banks   1    7 
Trading securities   112    165 
Available-for-sale securities   7,936    7,480 
Held-to-maturity securities   152    191 
Federal Home Loan Bank stock and Federal Reserve Bank stock   210    185 
Total Interest and Dividend Income   45,365    44,457 
INTEREST EXPENSE          
Time certificates of deposits of $100,000 or more   952    1,204 
Other deposits   1,790    2,182 
Federal funds purchased and securities sold under agreements to repurchase   817    1,010 
Trust preferred debentures   570    687 
Other borrowings   1,209    1,168 
Total Interest Expense   5,338    6,251 
Net Interest Income   40,027    38,206 
Less: Provision for loan and lease losses   743    1,038 
Net Interest Income After Provision for Loan and Lease Losses   39,284    37,168 
NONINTEREST INCOME          
Insurance commissions and fees   7,257    7,261 
Investment services income   4,010    3,788 
Service charges on deposit accounts   2,116    1,908 
Card services income   2,112    1,738 
Mark-to-market loss on trading securities   (59)   (115)
Mark-to-market gain on liabilities held at fair value   65    77 
Other income   1,839    2,366 
Gain on sale of available-for-sale securities   94    367 
Total Noninterest Income   17,434    17,390 
NONINTEREST EXPENSES          
Salaries and wages   16,646    15,572 
Pension and other employee benefits   6,045    6,070 
Net occupancy expense of premises   3,260    3,061 
Furniture and fixture expense   1,337    1,457 
FDIC insurance   811    772 
Amortization of intangible assets   527    557 
Merger related expenses   0    196 
Other operating expense   9,584    9,835 
Total Noninterest Expenses   38,210    37,520 
Income Before Income Tax Expense   18,508    17,038 
Income Tax Expense   5,906    5,495 
Net Income attributable to Noncontrolling Interests and Tompkins Financial Corporation   12,602    11,543 
Less: Net income attributable to noncontrolling interests   33    33 
Net Income Attributable to Tompkins Financial Corporation  $12,569   $11,510 
Basic Earnings Per Share  $0.85   $0.80 
Diluted Earnings Per Share  $0.84   $0.79 

 

See notes to unauditated condensed consolidated financial statements

 

4
 

 

Consolidated Statements of Comprehensive Income

 

   Three Months Ended 
(in thousands) (Unaudited)   03/31/2014   03/31/2013 
Net income attributable to noncontrolling interests and Tompkins Financial Corporation  $12,602   $11,543 
Other comprehensive income, net of tax:          
           
Available-for-sale securities:           
Change in net unrealized gain (loss) during the period    5,290    (3,278)
Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income    (56)   (220)
           
Employee benefit plans:           
Amortization of net retirement plan actuarial loss    192    393 
Amortization of net retirement plan prior service cost    8    8 
Amortization of net retirement plan transition liability    0    8 
           
Other comprehensive income (loss)   5,434    (3,089)
           
Subtotal comprehensive income attributable to noncontrolling interests and Tompkins Financial Corporation   18,036    8,454 
Less: Net income attributable to noncontrolling interests   (33)   (33)
Total comprehensive income attributable to Tompkins Financial Corporation   $18,003   $8,421 

 

See notes to unaudited condensed consolidated financial statements.

 

5
 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(In thousands) (Unaudited)  03/31/2014   03/31/2013 
OPERATING ACTIVITIES          
Net income attributable to Tompkins Financial Corporation  $12,569   $11,510 
Adjustments to reconcile net income to net cash provided by operating activities:          
Provision for loan and lease losses   743    1,038 
Depreciation and amortization of premises, equipment, and software   1,384    1,445 
Amortization of intangible assets   527    557 
Earnings from corporate owned life insurance   (502)   (552)
Net amortization on securities   2,544    3,898 
Amortization/accretion related to purchase accounting   (1,958)   2,375 
Mark-to-market loss on trading securities   59    115 
Mark-to-market gain on liabilities held at fair value   (65)   (77)
Net gain on securities transactions   (94)   (367)
Net gain on sale of loans   (50)   (29)
Proceeds from sale of loans   2,577    720 
Loans originated for sale   (2,555)   (589)
Net loss (gain) on sale of bank premises and equipment   15    (14)
Stock-based compensation expense   342    307 
Increase in accrued interest receivable   (68)   (395)
Decrease in accrued interest payable   (153)   (457)
Proceeds from maturities and payments of trading securities   430    694 
Other, net   (5,069)   1,251 
Net Cash Provided by Operating Activities   10,676    21,430 
INVESTING ACTIVITIES          
Proceeds from maturities, calls and principal paydowns of available-for-sale securities   73,943    77,907 
Proceeds from sales of available-for-sale securities   24,263    25,222 
Proceeds from maturities, calls and principal paydowns of held-to-maturity securities   937    1,433 
Purchases of available-for-sale securities   (116,719)   (246,715)
Purchases of held-to-maturity securities   (778)   (676)
Net increase in loans   (9,427)   (42,682)
Net decrease (increase) in Federal Home Loan Bank stock   6,801    (258)
Proceeds from sale of bank premises and equipment   58    72 
Purchases of bank premises and equipment   (2,112)   (1,618)
Purchase of corporate owned life insurance   (2,500)   0 
Net cash used in acquisition   (210)   0 
Other, net   0    2,237 
Net Cash Used in Investing Activities   (25,744)   (185,078)
FINANCING ACTIVITIES          
Net increase in demand, money market, and savings deposits   124,772    117,715 
Net decrease in time deposits   33,703    4,468 
Net decrease in Federal funds purchases and securities sold under agreements to repurchase   (8,647)   (19,882)
Increase in other borrowings   42,140    49,879 
Repayment of other borrowings   (158,990)   (5,000)
Cash dividends   (5,905)   (5,472)
Shares issued for dividend reinvestment plan   1,295    970 
Shares issued for employee stock ownership plan   1,528    717 
Net shares issued related to restricted stock awards   125    0 
Net proceeds from exercise of stock options   405    416 
Tax benefit from stock option exercises   57    60 
Net Cash Provided by Financing Activities   30,483    143,871 
Net Increase (Decrease) in Cash and Cash Equivalents   15,415    (19,777)
Cash and cash equivalents at beginning of period   82,884    118,930 
Total Cash & Cash Equivalents at End of Period   98,299    99,153 

 

See notes to unaudited condensed consolidated financial statements.

  

6
 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(In thousands) (Unaudited)  03/31/2014   03/31/2013 
Supplemental Information:          
Cash paid during the year for - Interest  $6,012   $6,708 
Cash paid during the year for - Taxes   283    76 
Transfer of loans to other real estate owned   1,271    550 

 

See notes to unaudited condensed consolidated financial statements.

 

7
 

 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 (Unaudited)


  

(in thousands except share and per share data)

  Common Stock   Additional Paid-in Capital   Retained Earnings   Accumulated Other Comprehensive (Loss) Income   Treasury Stock   Non- controlling Interests   Total 
Balances at January 1, 2013   $1,443   $334,649   $108,709   $(2,106)  $(2,787)  $1,452   $441,360 
Net income attributable to noncontrolling interests and Tompkins Financial Corporation              11,510              33    11,543 
Other comprehensive loss                  (3,089)             (3,089)
Total Comprehensive Income                                 8,454 
Cash dividends ($0.38 per share)             (5,472)                  (5,472)
Net exercise of stock options and related tax benefit (15,567 shares)    1    475                        476 
Stock-based compensation expense        307                        307 
Shares issued for dividend reinvestment plan (23,532 shares)    2    968                        970 
Shares issued for employee stock ownership plan (17,290 shares)    2    715                        717 
Directors deferred compensation plan (1,444 shares)         (17)             17         0 
Restricted stock activity (173 shares)                                 0 
Balances at March 31, 2013   $1,448   $337,097   $114,747   $(5,195)  $(2,770)  $1,485   $446,812 
                                    
Balances at January 1, 2014   $1,479   $346,096   $137,102   $(25,119)  $(3,071)  $1,452   $457,939 
Net income attributable to noncontrolling interests and Tompkins Financial Corporation              12,569              33    12,602 
Other comprehensive loss                  5,434              5,434 
Total Comprehensive Income                                 18,036 
Cash dividends ($0.40 per share)             (5,905)                  (5,905)
Net exercise of stock options and related tax benefit (20,515 shares)    2    460                        462 
Shares issued for dividend reinvestment plan (27,038 shares)    2    1,293                        1,295 
Compensation expense stock options        342                        342 
Shares issued for employee stock ownership plan (31,192 shares)    3    1,525                        1,528 
Directors deferred compensation plan (1,528 shares)         (29)             29         0 
Restricted stock activity (1,165 shares)   0    125                        125 
Balances at March 31, 2014   $1,486   $349,812   $143,766   $(19,685)  $(3,042)  $1,485   $473,822 

 

See notes to unaudited condensed consolidated financial statements

 

8
 

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Business

 

Tompkins Financial Corporation (“Tompkins” or the “Company”) is headquartered in Ithaca, New York and is registered as a Financial Holding Company with the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended. The Company is a locally oriented, community-based financial services organization that offers a full array of products and services, including commercial and consumer banking, leasing, trust and investment management, financial planning and wealth management, insurance, and brokerage services. At March 31, 2014, the Company’s subsidiaries included: four wholly-owned banking subsidiaries, Tompkins Trust Company (the “Trust Company”), The Bank of Castile, Mahopac Bank (formerly known as Mahopac National Bank), VIST Bank; TFA Wealth Management, Inc., (“TFA Wealth Management”) a wholly owned registered investment advisor, and a wholly-owned insurance agency subsidiary, Tompkins Insurance Agencies, Inc. (“Tompkins Insurance”). TFA Wealth Management and the trust division of the Trust Company provide a full array of investment services under the Tompkins Financial Advisors brand, including investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. The Company’s principal offices are located at The Commons, Ithaca, New York, 14851, and its telephone number is (888) 503-5753. The Company’s common stock is traded on the NYSE MKT LLC under the Symbol “TMP.”

 

As a registered financial holding company, the Company is regulated under the Bank Holding Company Act of 1956 (“BHC Act”), as amended and is subject to examination and comprehensive regulation by the Federal Reserve Board (“FRB”). The Company is also subject to the jurisdiction of the Securities and Exchange Commission (“SEC”) and is subject to disclosure and regulatory requirements under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The Company is subject to the rules of the NYSE MKT LLC for listed companies.

 

The Company’s banking subsidiaries are subject to examination and comprehensive regulation by various regulatory authorities, including the Federal Deposit Insurance Corporation (“FDIC”), the New York State Department of Financial Services (“NYSDFS”), and the Pennsylvania Department of Banking and Securities (“PDBS”). Each of these agencies issues regulations and requires the filing of reports describing the activities and financial condition of the entities under its jurisdiction. Likewise, such agencies conduct examinations on a recurring basis to evaluate the safety and soundness of the institutions, and to test compliance with various regulatory requirements, including: consumer protection, privacy, fair lending, the Community Reinvestment Act, the Bank Secrecy Act, sales of non-deposit investments, electronic data processing, and trust department activities.

 

The Company’s wealth management subsidiary is subject to examination and regulation by various regulatory agencies, including the SEC and the Financial Industry Regulatory Authority (“FINRA”). The trust division of Tompkins Trust Company is subject to examination and comprehensive regulation by the FDIC and NYSDFS.

 

The Company’s insurance subsidiary is subject to examination and regulation by the NYSDFS and the Pennsylvania Insurance Department.

 

2. Basis of Presentation

 

The unaudited consolidated financial statements included in this quarterly report do not include all of the information and footnotes required by GAAP for a full year presentation and certain disclosures have been condensed or omitted in accordance with rules and regulations of the SEC. 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 and lease losses, the expenses and liabilities associated with the Company’s pension and post-retirement benefits, and the review of its securities portfolio for other than temporary impairment.

 

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, 2014. 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 year ended December 31, 2013. There have been no significant changes to the Company’s accounting policies from those presented in the 2013 Annual Report on Form 10-K. Refer to Note 3- “Accounting Standards Updates” of this Report for a discussion of recently issued accounting guidelines.

 

9
 

 

Cash and cash equivalents in the consolidated statements of cash flow include cash and noninterest bearing balances due from banks, interest-bearing balances due from banks, and money market funds. Management regularly evaluates the credit risk associated with the counterparties to these transactions and believes that the Company is not exposed to any significant credit risk on cash and cash equivalents.

 

The Company has evaluated subsequent events for potential recognition and/or disclosure, and determined that no further disclosures were required.

 

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 periods’ unaudited condensed consolidated financial statements are reclassified when necessary to conform to the current periods’ presentation. During the quarter ended March 31, 2014, the Company revised the comparative December 31, 2013 outstanding principal balance of acquired credit impaired loans from $70,727 to $62,146, and the balance of outstanding principal balance of acquired non-credit impaired loans from $666,089 to $630,600. The Company has assessed the materiality of this correction of an error and concluded, based on qualitative and quantitative considerations, that the adjustments are not material to the financial statements as a whole.   All significant intercompany balances and transactions are eliminated in consolidation.”

 

3. Accounting Standards Updates

 

ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” ASU No. 2013-11 addresses the financial statement presentation of an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss Carryforward, a similar tax loss, or a tax credit Carryforward. The adoption of this ASU is required on a perspective basis beginning with the quarter ending March 31, 2014. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

 

ASU 2014-01, “Investments (Topic 323), Accounting for Investments in Qualified Affordable Housing Projects.” The amendments in this ASU provide guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments in this ASU are effective for the Company for annual periods beginning January 1, 2015 and should be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those preexisting investments. The Company does not expect the adoption of this ASU to have a material impact on the Company's consolidated financial statements.

 

ASU 2014-04, “Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40), Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure.” his new guidance clarifies when an in substance repossession or foreclosure occurs, and requires all creditors who obtain physical possession (resulting from an in substance repossession or foreclosure) of residential real estate property collateralizing a consumer mortgage loan in satisfaction of a receivable to reclassify the collateralized mortgage loan such that the loan should be derecognized and the collateral asset recognized. This guidance is effective prospectively for the Company for annual and interim periods beginning after December 15, 2014. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

 

 

10
 

 

4.  Securities

 

Available-for-Sale Securities

 

The following table summarizes available-for-sale securities held by the Company at March 31, 2014:

 

             Available-for-Sale Securities     
March 31, 2014  Amortized Cost    Gross Unrealized Gains   Gross Unrealized Losses   Fair Value 
(in thousands)                    
Obligations of U.S. Government sponsored entities  $543,889   $7,114   $4,605   $546,398 
Obligations of U.S. states and political subdivisions   69,066    1,149    849    69,366 
Mortgage-backed securities – residential, issued by                    
U.S. Government agencies   140,583    2,631    2,244    140,970 
U.S. Government sponsored entities   626,994    7,531    15,500    619,025 
Non-U.S. Government agencies or sponsored entities   297    5    0    302 
U.S. corporate debt securities   2,500    0    375    2,125 
Total debt securities   1,383,329    18,430    23,573    1,378,186
Equity securities   1,475    0    61    1,414 
Total available-for-sale securities  $1,384,804   $18,430   $23,634   $1,379,600 

 

The following table summarizes available-for-sale securities held by the Company at December 31, 2013:

 

           Available-for-Sale Securities     
December 31, 2013  Amortized Cost   Gross Unrealized Gains   Gross Unrealized Losses   Fair Value 
(in thousands)                    
Obligations of U.S. Government sponsored entities  $558,130   $7,720   $9,505   $556,345 
Obligations of U.S. states and political subdivisions   68,216    1,193    1,447    67,962 
Mortgage-backed securities – residential, issued by                    
U.S. Government agencies   147,766    2,554    3,642    146,678 
U.S. Government sponsored entities   587,843    8,122    18,493    577,472 
Non-U.S. Government agencies or sponsored entities   306    5    0    311 
U.S. corporate debt securities   5,000    8    375    4,633 
Total debt securities   1,367,261    19,602    33,462    1,353,401 
Equity securities   1,475    0    65    1,410 
Total available-for-sale securities  $1,368,736   $19,602   $33,527   $1,354,811 

 

Held-to-Maturity Securities

 

The following table summarizes held-to-maturity securities held by the Company at March 31, 2014:

 

   Held-to-Maturity Securities 
March 31, 2014  Amortized Cost   Gross Unrealized Gains   Gross Unrealized Losses   Fair Value 
(in thousands)                    
Obligations of U.S. states and political subdivisions  $18,820   $614   $0   $19,434 
Total held-to-maturity debt securities  $18,820   $614   $0   $19,434 

 

11
 

 

The following table summarizes held-to-maturity securities held by the Company at December 31, 2013:

 

   Held-to-Maturity Securities 
December 31, 2013  Amortized Cost   Gross Unrealized Gains   Gross Unrealized Losses   Fair Value 
(in thousands)                    
Obligations of U.S. states and political subdivisions  $18,980   $645   $0   $19,625 
Total held-to-maturity debt securities  $18,980   $645   $0   $19,625 

  

The Company may from time to time sell investment securities from its available-for-sale portfolio.

 

Realized gains on available-for-sale securities were $172,000 and $367,000 in the quarters ending March 31, 2014 and 2013, respectively. Realized losses on available-for-sale securities were $78,000 and $0 in the quarters ending March 31, 2014 and 2013, respectively. The sales from available-for-sale investment securities were the result of the general investment portfolio and interest rate risk management.

 

The following table summarizes available-for-sale securities that had unrealized losses at March 31, 2014:

 

   Less than 12 Months   12 Months or Longer   Total 
(in thousands)  Fair Value   Unrealized Losses   Fair Value   Unrealized Losses   Fair Value   Unrealized Losses 
Obligations of U.S. Government sponsored                              
entities  $279,989   $4,557   $3,227   $48   $283,216   $4,605 
Obligations of U.S. states and political                              
subdivisions   18,004    373    8,275    476    26,279    849 
                               
Mortgage-backed securities – issued by                              
U.S. Government agencies   64,054    1,552    12,670    692    76,724    2,244 
U.S. Government sponsored entities   304,382    9,490    121,686    6,010    426,068    15,500 
U.S. corporate debt securities   0    0    2,125    375    2,125    375 
Equity securities   0    0    939    61    939    61 
Total available-for-sale securities  $666,429   $15,972   $148,922   $7,662   $815,351   $23,634 

 

There were no unrealized losses on held-to-maturity securities at March 31, 2014.

 

The following table summarizes available-for-sale securities that had unrealized losses at December 31, 2013:

 

   Less than 12 Months   12 Months or Longer   Total 
(in thousands)  Fair Value   Unrealized Losses   Fair Value   Unrealized Losses   Fair Value   Unrealized Losses 
Obligations of U.S. Government sponsored entities  $337,967   $9,467   $1,761   $38   $339,728   $9,505 
Obligations of U.S. states and political subdivisions   21,821    821    6,173    626    27,994    1,447 
                              
Mortgage-backed securities – residential, issued by                              
U.S. Government agencies   70,052    2,701    14,874    941    84,926    3,642 
U.S. Government sponsored entities   293,945    14,061    76,070    4,432    370,015    18,493 
U.S. corporate debt securities   0    0    2,125    375    2,125    375 
Equity securities   0    0    935    65    935    65 
Total available-for-sale securities  $723,785   $27,050   $101,938   $6,477   $825,723   $33,527 

 

There were no unrealized losses on held-to-maturity securities at December 31, 2013.

 

The gross unrealized losses reported for residential mortgage-backed securities relate to investment securities issued by U.S. government sponsored entities such as Federal National Mortgage Association and Federal Home Loan Mortgage Corporation, U.S. government agencies such as Government National Mortgage Association. The total gross unrealized losses, shown in the tables above, were primarily attributable to changes in interest rates and levels of market liquidity, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities.

 

12
 

 

The Company does not intend to sell investment securities that are in an unrealized loss position until recovery of unrealized losses (which may be until maturity), and it is not more-likely-than not that the Company will be required to sell the investment securities, before recovery of their amortized cost basis, which may be at maturity. Accordingly, as of March 31, 2014, and December 31, 2013, management has determined that the unrealized losses detailed in the tables above are not other-than-temporary.

 

Ongoing Assessment of Other-Than-Temporary Impairment

 

On a quarterly basis, the Company performs an assessment to determine whether there have been any events or economic circumstances indicating that a security with an unrealized loss has suffered other-than-temporary impairment. A debt security is considered impaired if the fair value is less than its amortized cost basis (including any previous OTTI charges) at the reporting date. If impaired, the Company then assesses whether the unrealized loss is other-than-temporary. An unrealized loss on a debt security is generally deemed to be other-than-temporary and a credit loss is deemed to exist if the present value, discounted at the security’s effective rate, of the expected future cash flows is less than the amortized cost basis of the debt security. As a result, the credit loss component of an other-than-temporary impairment write-down for debt securities is recorded in earnings while the remaining portion of the impairment loss is recognized, net of tax, in other comprehensive income provided that the Company does not intend to sell the underlying debt security and it is more-likely-than not that the Company would not have to sell the debt security prior to recovery of the unrealized loss, which may be to maturity. If the Company intended to sell any securities with an unrealized loss or it is more-likely-than not that the Company would be required to sell the investment securities, before recovery of their amortized cost basis, then the entire unrealized loss would be recorded in earnings.

 

The Company considers the following factors in determining whether a credit loss exists.

 

-The length of time and the extent to which the fair value has been less than the amortized cost basis;

 

-The level of credit enhancement provided by the structure which includes, but is not limited to, credit subordination positions, excess spreads, overcollateralization, protective triggers;

 

-Changes in the near term prospects of the issuer or underlying collateral of a security, such as changes in default rates, loss severities given default and significant changes in prepayment assumptions;

 

-The level of excess cash flow generated from the underlying collateral supporting the principal and interest payments of the debt securities; and

 

-Any adverse change to the credit conditions of the issuer or the security such as credit downgrades by the rating agencies.

 

As a result of the other-than-temporarily impairment review process, the Company does not consider any investment security held at March 31, 2014 to be other-than-temporarily impaired.

 

13
 

 

The following table summarizes the roll-forward of credit losses on debt securities held by the Company for which a portion of an other-than-temporary impairment is recognized in other comprehensive income:

 

   Three Months Ended 
(in thousands)  03/31/2014   03/31/2013 
Credit losses at beginning of the period  $0   $441 
Sales of securities for which an other-than-temporary impairment was previously recognized   0    (441)
           
Ending balance of credit losses on debt securities held for which a portion of an other-than-temporary impairment was recognized in other comprehensive income  $0   $0 

 

The amortized cost and estimated fair value of debt securities by contractual maturity are shown in the following table. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities are shown separately since they are not due at a single maturity date.

  

March 31, 2014
(in thousands)  Amortized Cost   Fair Value 
Available-for-sale securities:          
Due in one year or less  $42,922   $43,758 
Due after one year through five years   326,600    333,219 
Due after five years through ten years   217,791    213,881 
Due after ten years   28,142    27,031 
 Total   615,455    617,889 
Mortgage-backed securities   767,874    760,297 
Total available-for-sale debt securities  $1,383,329   $1,378,186 

 

December 31, 2013
(in thousands)  Amortized Cost   Fair Value 
Available-for-sale securities:          
Due in one year or less  $25,596   $26,017 
Due after one year through five years   263,553    271,303 
Due after five years through ten years   313,245    304,414 
Due after ten years   28,952    27,206 
Total   631,346    628,940 
Mortgage-backed securities   735,915    724,461 
Total available-for-sale debt securities  $1,367,261   $1,353,401 

 

March 31, 2014
(in thousands)  Amortized Cost   Fair Value 
Held-to-maturity securities:          
Due in one year or less  $10,959   $11,019 
Due after one year through five years   5,621    5,981 
Due after five years through ten years   1,726    1,885 
Due after ten years   514    549 
Total held-to-maturity debt securities  $18,820   $19,434 

 

14
 

 

December 31, 2013
(in thousands)  Amortized Cost   Fair Value 
Held-to-maturity securities:          
Due in one year or less  $10,952   $11,021 
Due after one year through five years   5,636    6,004 
Due after five years through ten years   1,878    2,051 
Due after ten years   514    549 
Total held-to-maturity debt securities  $18,980   $19,625 

 

The Company also holds non-marketable Federal Home Loan Bank New York (“FHLBNY”) stock, non-marketable Federal Home Loan Bank Pittsburgh (“FHLBPITT”) stock and non-marketable Atlantic Central Bankers Bank stock, all of which are required to be held for regulatory purposes and for borrowing availability. The required investment in FHLB stock is tied to the Company’s borrowing levels with the FHLB. Holdings of FHLBNY stock, FHLBPITT stock and ACBB stock totaled $11.4 million, $6.8 million and $95,000 at March 31, 2014, respectively. These securities are carried at par, which is also cost. The FHLBNY and FHLBPITT continue to pay dividends and repurchase stock. As such, the Company has not recognized any impairment on its holdings of FHLBNY and FHLBPITT stock. Quarterly, we evaluate our investment in the FHLB for impairment. We evaluate recent and long-term operating performance, liquidity, funding and capital positions, stock repurchase history, dividend history and impact of legislative and regulatory changes. Based on our most recent evaluation, we have determined that no impairment write-downs are currently required.

 

Trading Securities

 

The following summarizes trading securities, at estimated fair value, as of:

 

(in thousands)  03/31/2014   12/31/2013 
           
Obligations of U.S. Government sponsored entities  $8,104   $8,275 
Mortgage-backed securities – residential, issued by          
U.S. Government sponsored entities   2,394    2,716 
Total  $10,498   $10,991 

  

The decrease in trading securities reflects principal repayments and maturities received during the quarter ended March 31, 2014. The pre-tax mark-to-market losses on trading securities during the three months ended March 31, 2014 were $59,000 compared to $115,000 for the three months ended March 31, 2013.

 

The Company pledges securities as collateral for public deposits and other borrowings, and sells securities under agreements to repurchase. Securities carried of $1.2 billion and $1.0 billion at March 31, 2014, and December 31, 2013, respectively, were either pledged or sold under agreements to repurchase.

 

15
 

 

5.  Loans and Leases

 

Loans and Leases at March 31, 2014 and December 31, 2013 were as follows:

 

   03/31/2014   12/31/2013 
(in thousands)  Originated   Acquired   Total Loans and Leases   Originated   Acquired   Total Loans and Leases 
Commercial and industrial                              
Agriculture  $53,261   $0   $53,261   $74,788   $0   $74,788 
Commercial and industrial other   577,784    129,878    707,662    562,439    128,503    690,942 
Subtotal commercial and industrial   631,045    129,878    760,923    637,227    128,503    765,730 
Commercial real estate                              
Construction   53,380    40,655    94,035    46,441    39,353    85,794 
Agriculture   57,225    3,055    60,280    52,627    3,135    55,762 
Commercial real estate other   922,024    351,095    1,273,119    903,320    366,438    1,269,758 
Subtotal commercial real estate   1,032,629    394,805    1,427,434    1,002,388    408,926    1,411,314 
Residential real estate                              
Home equity   173,169    64,039    237,208    171,809    67,183    238,992 
Mortgages   663,335    34,704    698,039    658,966    35,336    694,302 
Subtotal residential real estate   836,504    98,743    935,247    830,775    102,519    933,294 
Consumer and other                              
Indirect   19,902    2    19,904    21,202    5    21,207 
Consumer and other   32,154    1,156    33,310    32,312    1,219    33,531 
Subtotal consumer and other   52,056    1,158    53,214    53,514    1,224    54,738 
Leases   5,529    0    5,529    5,563    0    5,563 
Covered loans   0    24,106    24,106    0    25,868    25,868 
Total loans and leases   2,557,763    648,690    3,206,453    2,529,467    667,040    3,196,507 
Less: unearned income and deferred costs and fees   (2,241)   0    (2,241)   (2,223)   0    (2,223)
Total loans and leases, net of unearned income and deferred costs and fees  $2,555,522   $648,690   $3,204,212   $2,527,244   $667,040   $3,194,284 

 

The outstanding principal balance and the related carrying amount of the Company’s loans acquired in the VIST Bank acquisition are as follows at March 31, 2014 and December 31, 2013:

 

(in thousands)  03/31/2014   12/31/2013 
Acquired Credit Impaired Loans          
Outstanding principal balance  $57,121   $59,979 
Carrying amount   43,194    46,809 
           
Acquired Non-Credit Impaired Loans          
Outstanding principal balance   615,510    630,600 
Carrying amount   605,496    59,979 
           
Total Acquired Loans          
Outstanding principal balance   672,631    736,816 
Carrying amount   648,690    667,040 

 

16
 

 

The following tables present changes in accretable yield on loans acquired from VIST Bank that were considered credit impaired.

 

(in thousands)     
Balance at January 1, 2013  $7,337 
Accretion   (8,896)
Disposals (loans paid in full)   (212)
Reclassifications to/from nonaccretable difference1   7,933 
Other changes in expected cash flows2   4,792 
Balance at December 31, 2013   $10,954 

 

(in thousands)     
Balance at January 1, 2014  $10,954 
Accretion   (1,264)
Disposals (loans paid in full)   (211)
Reclassifications to/from nonaccretable difference1   752 
Other changes in expected cash flows2   0 
Balance at March 31, 2014  $10,231 

1Results in increased interest income as a prospective yield adjustment over the remaining life of the loans, as well as increased interest income from loan sales, modification and prepayments. 

Represents changes in cash flows expected to be collected due to factors other than credit (e.g. changes in prepayment assumptions and/or changes in interest rates on variable rate loans).

 

During the first quarter of 2014 we increased our estimate of future cash flows on acquired loans to reflect our current outlook for prepayment speeds on these balances and increases in interest rates on variable rate loans. The decreases in prepayment speed assumptions and increases in interest rate assumptions increased our accretable discount by $752,000. This change did not materially impact our current quarter interest income or net interest margin.

 

At March 31, 2014, acquired loans included $24.1 million of covered loans. VIST Bank had previously acquired these loans in an FDIC assisted transaction in the fourth quarter of 2010. In accordance with a loss sharing agreement with the FDIC, certain losses and expenses relating to covered loans may be reimbursed by the FDIC at 70% or, if net losses exceed certain levels specified in the loss sharing agreements, 80%. See Note 7 – “FDIC Indemnification Asset Related to Covered Loans” for further discussion of the loss sharing agreements and related FDIC indemnification assets.

 

The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. Management reviews these policies and procedures on a regular basis. The Company discussed its lending policies and underwriting guidelines for its various lending portfolios in Note 6 – “Loans and Leases” in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. There have been no significant changes in these policies and guidelines. As such, these policies are reflective of new originations as well as those balances held at March 31, 2014. The Company’s Board of Directors approves the lending policies at least annually. The Company recognizes that exceptions to policy guidelines may occasionally occur and has established procedures for approving exceptions to these policy guidelines. Management has also implemented reporting systems to monitor loan origination, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans.

 

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments are due. Generally loans are placed on nonaccrual status if principal or interest payments become 90 days or more past due and/or management deems the collectability of the principal and/or interest to be in question as well as when required by regulatory agencies. When interest accrual is discontinued, all unpaid accrued interest is reversed. Payments received on loans on nonaccrual are generally applied to reduce the principal balance of the loan. Loans are generally returned to accrual status when all the principal and interest amounts contractually due are brought current, the borrower has established a payment history, and future payments are reasonably assured. When management determines that the collection of principal in full is improbable, management will charge-off a partial amount or full amount of the loan balance. Management considers specific facts and circumstances relative to each individual credit in making such a determination. For residential and consumer loans, management uses specific regulatory guidance and thresholds for determining charge-offs.

 

17
 

 

Acquired loans that met the criteria for nonaccrual of interest prior to the acquisition may be considered performing after the date of acquisition, regardless of whether the customer is contractually delinquent, if we can reasonably estimate the timing and amount of the expected cash flows on such loans and if the Company expects to fully collect the new carrying value of the loans. As such, we may no longer consider the loan to be nonaccrual or nonperforming and may accrue interest on these loans, including the impact of any accretable discount. To the extent we cannot reasonably estimate cash flows, interest income recognition is discontinued. The Company has determined that it can reasonably estimate future cash flows on our acquired loans that are past due 90 days or more and accruing interest and the Company expects to fully collect the carrying value of the loans.

 

The below table is an age analysis of past due loans, segregated by originated and acquired loan and lease portfolios, and by class of loans, as of March 31, 2014 and December 31, 2013.

 

18
 

 

March 31, 2014
(in thousands)  30-89 days   90 days or more   Current Loans   Total Loans   90 days and accruing1   Nonaccrual 
Originated Loans and Leases                         
Commercial and industrial                              
Agriculture  $0   $0   $53,261   $53,261   $0   $0 
Commercial and industrial other   971    410    576,403    577,784    0    413 
Subtotal commercial and industrial   971    410    629,664    631,045    0    413 
Commercial real estate                              
Construction   0    8,558    44,822    53,380    0    9,335 
Agriculture   17    0    57,208    57,225    0    25 
Commercial real estate other   389    7,427    914,208    922,024    278    8,486 
Subtotal commercial real estate   406    15,985    1,016,238    1,032,629    278    17,846 
Residential real estate                              
Home equity   269    1,647    171,253    173,169    61    1,933 
Mortgages   2,971    6,098    654,266    663,335    0    6,545 
Subtotal residential real estate   3,240    7,745    825,519    836,504    61    8,478 
Consumer and other                              
Indirect   462    203    19,237    19,902    0    234 
Consumer and other   523    0    31,631    32,154    0    3 
Subtotal consumer and other   985    203    50,868    52,056    0    237 
Leases   58    0    5,471    5,529    0    0 
Total loans and leases   5,660    24,343    2,527,760    2,557,763    339    26,974 
Less: unearned income and deferred costs and fees   0    0    0    (2,241)   0    0 
Total originated loans and leases, net of unearned income and deferred costs and fees  $5,660   $24,343   $2,527,760   $2,555,522   $339   $26,974 
Acquired Loans and Leases                              
Commercial and industrial                              
Commercial and industrial other   368    1,488    128,022    129,878    859    930 
Subtotal commercial and industrial   368    1,488    128,022    129,878    859    930 
Commercial real estate                              
Construction   0    2,160    38,495    40,655    1,691    469 
Agriculture   0    0    3,055    3,055    0    0 
Commercial real estate other   956    2,251    347,888    351,095    341    3,130 
Subtotal commercial real estate   956    4,411    389,438    394,805    2,032    3,599 
Residential real estate                              
Home equity   265    956    62,818    64,039    351    773 
Mortgages   702    681    33,321    34,704    504    1,634 
Subtotal residential real estate   967    1,637    96,139    98,743    855    2,407 
Consumer and other                              
Indirect   0    0    2    2    0    0 
Consumer and other   2    0    1,154    1,156    0    0 
Subtotal consumer and other   2    0    1,156    1,158    0    0 
Covered loans   635    1,705    21,766    24,106    1,135    0 
Total acquired loans and leases, net of unearned income and deferred costs and fees  $2,928   $9,241   $636,521   $648,690   $4,881   $6,936 

1 Includes acquired loans that were recorded at fair value at the acquisition date. 

 

19
 

 

December 31, 2013
(in thousands)  30-89 days   90 days or more   Current Loans   Total Loans   90 days and accruing1   Nonaccrual 
Originated loans and leases                         
Commercial and industrial                              
Agriculture  $0   $0   $74,788   $74,788   $0   $0 
Commercial and industrial other   211    1,187    561,041    562,439    0    1,260 
Subtotal commercial and industrial   211    1,187    635,829    637,227    0    1,260 
Commercial real estate                              
Construction   216    7,657    38,568    46,441    0    9,873 
Agriculture   180    0    52,447    52,627    0    46 
Commercial real estate other   1,104    6,976    895,240    903,320    161    9,522 
Subtotal commercial real estate   1,500    14,633    986,255    1,002,388    161    19,441 
Residential real estate                              
Home equity   784    1,248    169,777    171,809    62    1,477 
Mortgages   2,439    5,946    650,581    658,966    384    7,443 
Subtotal residential real estate   3,223    7,194    820,358    830,775    446    8,920 
Consumer and other                              
Indirect   768    152    20,282    21,202    0    216 
Consumer and other   60    0    32,252    32,312    0    38 
Subtotal consumer and other   828    152    52,534    53,514    0    254 
Leases   0    0    5,563    5,563    0    0 
Total loans and leases   5,762    23,166    2,500,539    2,529,467    607    29,875 
Less: unearned income and deferred costs and fees   0    0    0    (2,223)   0    0 
Total originated loans and leases, net of unearned income and deferred costs and fees  $5,762   $23,166   $2,500,539   $2,527,244   $607   $29,875 
Acquired loans and leases                              
Commercial and industrial                              
Commercial and industrial other   554    1,651    126,298    128,503    1,231    419 
Subtotal commercial and industrial   554    1,651    126,298    128,503    1,231    419 
Commercial real estate                              
Construction   0    2,148    37,205    39,353    1,676    473 
Agriculture   0    0    3,135    3,135    0    0 
Commercial real estate other   403    3,585    362,450    366,438    709    3,450 
Subtotal commercial real estate   403    5,733    402,790    408,926    2,385    3,923 
Residential real estate                              
Home equity   213    934    66,036    67,183    347    1,844 
Mortgages   345    1,264    33,727    35,336    594    2,322 
Subtotal residential real estate   558    2,198    99,763    102,519    941    4,166 
Consumer and other                              
Indirect   0    0    5    5    0    0 
Consumer and other   17    0    1,202    1,219    0    0 
Subtotal consumer and other   17    0    1,207    1,224    0    0 
Covered loans   0    2,416    23,452    25,868    2,416    0 
Total acquired loans and leases, net of unearned income and deferred costs and fees  $1,532   $11,998   $653,510   $667,040   $6,973   $8,508 

1 Includes acquired loans that were recorded at fair value at the acquisition date.

 

20
 

 

6. Allowance for Loan and Lease Losses

 

Originated Loans and Leases 

Management reviews the appropriateness of the allowance for loan and lease losses (“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 portfolio and the material effect that assumptions could 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 assure that an appropriate allowance is maintained. The Company’s methodology is based upon guidance provided in SEC Staff Accounting Bulletin No. 102, Selected Loan Loss Allowance Methodology and Documentation Issues and ASC Topic 310, Receivables and ASC Topic 450, Contingencies.

 

The Company’s methodology for determining and allocating the allowance for loan and lease losses focuses on ongoing reviews of larger individual loans and leases, historical net charge-offs, delinquencies in the loan and lease portfolio, the level of impaired and nonperforming loans, values of underlying loan and lease collateral, the overall risk characteristics of the portfolios, changes in character or size of the portfolios, geographic location, current economic conditions, changes in capabilities and experience of lending management and staff, and other relevant factors. The various factors used in the methodologies are reviewed on a regular basis.

 

At least annually, management reviews all commercial and commercial real estate loans exceeding a certain threshold and assigns a risk rating. The Company uses an internal loan rating system of pass credits, special mention loans, substandard loans, doubtful loans, and loss loans (which are fully charged off). The definitions of “special mention”, “substandard”, “doubtful” and “loss” are consistent with banking regulatory definitions. Factors considered in assigning loan ratings include: the customer’s ability to repay based upon customer’s expected future cash flow, operating results, and financial condition; the underlying collateral, if any; and the economic environment and industry in which the customer operates. Special mention loans have potential weaknesses that if left uncorrected may result in deterioration of the repayment prospects and a downgrade to a more severe risk rating. A substandard loan credit has a well-defined weakness which makes payment default or principal exposure likely, but not yet certain. There is a possibility that the Company will sustain some loss if the deficiencies are not corrected. A doubtful loan has a high possibility of loss, but the extent of the loss is difficult to quantify because of certain important and reasonably specific pending factors.

 

At least quarterly, management reviews all commercial and commercial real estate loans and leases and agriculturally related loans with an outstanding principal balance of over $500,000 that are internally risk rated special mention or worse, giving consideration to payment history, debt service payment capacity, collateral support, strength of guarantors, local market trends, industry trends, and other factors relevant to the particular borrowing relationship. Through this process, management identifies impaired loans. For loans and leases considered impaired, estimated exposure amounts are based upon collateral values or present value of expected future cash flows discounted at the original effective interest rate of each loan. For commercial loans, commercial mortgage loans, and agricultural loans not specifically reviewed, and for homogenous loan portfolios such as residential mortgage loans and consumer loans, estimated exposure amounts are assigned based upon historical net loss experience and current charge-off trends, past due status, and management’s judgment of the effects of current economic conditions on portfolio performance. In determining and assigning historical loss factors to the various homogeneous portfolios, the Company calculates average net losses over a period of time and compares this average to current levels and trends to ensure that the calculated average loss factors are reasonable.

 

Since the methodology is based upon historical experience and trends as well as management’s judgment, factors may arise that result in different estimates. Significant factors that could give rise to changes in these estimates may include, but are not limited to, changes in economic conditions in the local area, concentration of risk, changes in interest rates, and declines in local property values. While management’s evaluation of the allowance as of March 31, 2014, considers the allowance to be appropriate, under adversely different conditions or assumptions, the Company would need to increase or decrease the allowance.

 

Acquired Loans and Leases

 

Acquired loans accounted for under ASC 310-30

 

For our acquired loans, our allowance for loan losses is estimated based upon our expected cash flows for these loans. To the extent that we experience a deterioration in borrower credit quality resulting in a decrease in our expected cash flows subsequent to the acquisition of the loans, an allowance for loan losses would be established based on our estimate of future credit losses over the remaining life of the loans.

 

21
 

 

Acquired loans accounted for under ASC 310-20

 

We establish our allowance for loan losses through a provision for credit losses based upon an evaluation process that is similar to our evaluation process used for originated loans. This evaluation, which includes a review of loans on which full collectability may not be reasonably assured, considers, among other matters, the estimated fair value of the underlying collateral, economic conditions, historical net loan loss experience, carrying value of the loans, which includes the remaining net purchase discount or premium, and other factors that warrant recognition in determining our allowance for loan losses.

 

The following tables detail activity in the allowance for loan and lease losses segregated by originated and acquired loan and lease portfolios and by portfolio segment for the three months ended March 31, 2014 and 2013.  Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

 

Three months ended March 31, 2014
(in thousands) 

Commercial

and Industrial

   Commercial Real Estate  

Residential

Real Estate

  

Consumer

and Other

   Finance Leases   Total 
                               
Allowance for originated loans and leases                              
                               
Beginning balance  $8,406   $10,459   $5,771   $2,059   $5   $26,700 
                               
Charge-offs   (121)   (180)   (193)   (252)   0    (746)
Recoveries   65    2    12    117    0    196 
Provision   419    134    (222)   185    (5)   511 
Ending Balance  $8,769   $10,415   $5,368   $2,109   $0   $26,661 
                               
Allowance for acquired loans                              
                               
Beginning balance  $168   $770   $274   $58   $0   $1,270 
                               
Charge-offs   (19)   (25)   (99)   (6)       (149)
Recoveries   0    0    0    0    0    0 
Provision   149    74    (105)   114    0    232 
Ending Balance  $298   $819   $70   $166   $0   $1,353 

 

Three months ended March 31, 2013
(in thousands) 

Commercial

and Industrial

   Commercial Real Estate  

Residential

Real Estate

  

Consumer

and Other

   Finance Leases   Total 
                               
Allowance for originated loans and leases                              
                               
Beginning balance  $7,533   $10,184   $4,981   $1,940   $5   $24,643 
                               
Charge-offs   (390)   (346)   (192)   (264)   0    (1,192)
Recoveries   160    78    2    87    0    327 
Provision   (266)   728    245    116    (3)   820 
Ending Balance  $7,037   $10,644   $5,036   $1,879   $2   $24,598 

 

22
 

 

Three months ended March 31, 2013
(in thousands) 

Commercial

and Industrial

  

Commercial

Real Estate

  

Residential

Real Estate

  

Consumer

and Other

   Finance Leases   Total 
                               
Allowance for acquired loans and leases                              
                               
Beginning balance  $0   $0   $0   $0   $0   $0 
                               
Charge-offs   (23)   0    (107)   (25)   0    (155)
Provision   23    63    107    25    0    218 
Ending Balance  $0   $63   $0   $0   $0   $63 

 

At March 31, 2014 and December 31, 2013, the allocation of the allowance for loan and lease losses summarized on the basis of the Company’s impairment methodology was as follows:

 

(in thousands) 

Commercial

and Industrial

   Commercial Real Estate  

Residential

Real Estate

  

Consumer

and Other

   Finance Leases   Total 
                               
Allowance for originated loans and leases                              
March 31, 2014                              
Individually evaluated for impairment  $79   $0   $0   $0   $0   $79 
Collectively evaluated for impairment   8,690    10,415    5,368    2,109    0    26,582 
Ending balance  $8,769   $10,415   $5,368   $2,109   $0   $26,661 
                               
Allowance for acquired loans                              
March 31, 2014                              
Individually evaluated for impairment  $0   $0   $0   $0   $0   $0 
Collectively evaluated for impairment   298    819    70    166    0    1,353 
Ending balance  $298   $819   $70   $166   $0   $1,353 

 

(in thousands)  Commercial and Industrial   Commercial Real Estate   Residential Real Estate   Consumer and Other   Finance Leases   Total 
                               
Allowance for originated loans and leases                              
December 31, 2013                              
Individually evaluated for impairment  $0   $0   $0   $0   $0   $0 
Collectively evaluated for impairment   8,406    10,459    5,771    2,059    5    26,700 
Ending balance  $8,406   $10,459   $5,771   $2,059   $5   $26,700 
                               
Allowance for acquired loans                              
December 31, 2013                              
Individually evaluated for impairment  $0   $250   $0   $0   $0   $250 
Collectively evaluated for impairment   168    520    274    58    0    1,020 
Ending balance  $168   $770   $274   $58   $0   $1,270 

 

23
 

 

The recorded investment in loans and leases summarized on the basis of the Company’s impairment methodology as of March 31, 2014 and December 31, 2013 was as follows:

 

(in thousands) 

Commercial

and Industrial

   Commercial Real Estate  

Residential

Real Estate

  

Consumer

and Other

   Finance Leases   Total 
                               
Originated loans and leases                              
March 31, 2014                              
Individually evaluated for impairment  $3,581   $15,650   $1,058   $0   $0   $20,289 
Collectively evaluated for impairment   627,464    1,016,979    835,446    52,056    5,529    2,537,474 
Total  $631,045   $1,032,629   $836,504   $52,056   $5,529   $2,557,763 

 

(in thousands) 

Commercial

and Industrial

   Commercial Real Estate  

Residential

Real Estate

  

Consumer

and Other

   Covered Loans   Total 
                               
Acquired loans                              
March 31, 2014                              
Individually evaluated for impairment  $2,777   $6,356   $87   $0   $0   $9,220 
Loans acquired with deteriorated credit quality  1,428  8,638   9,022   0   24,106   43,194 
Collectively evaluated for impairment   125,673    379,811    89,634    1,158    0    596,276 
Total  $129,878   $394,805   $98,743   $1,158   $24,106   $648,690 

 

(in thousands) 

Commercial

and Industrial

   Commercial Real Estate  

Residential

Real Estate

  

Consumer

and Other

   Finance Leases   Total 
                               
Originated loans and leases                              
December 31, 2013                              
Individually evaluated for impairment  $4,664    16,269   $1,223   $0   $0   $22,156 
Collectively evaluated for impairment   632,563    986,119    829,552    53,514    5,563    2,507,311 
Total  $637,227   $1,002,388   $830,775   $53,514   $5,563   $2,529,467 

 

(in thousands) 

Commercial

and Industrial

   Commercial Real Estate  

Residential

Real Estate

  

Consumer

and Other

   Covered Loans   Total 
                               
Acquired loans                              
December 31, 2013                              
Individually evaluated for                              
impairment  $2,231    2,429   $73   $0   $0   $4,733 
Loans acquired with                              
deteriorated credit quality   2,558    10,263    9,355    0    24,633    46,809 
Collectively evaluated for                              
impairment   123,714    396,234    93,091    1,224    1,235    615,498 
Total  $128,503   $408,926   $102,519   $1,224   $25,868   $667,040 

 

24
 

 

A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans consist of our non-homogenous nonaccrual loans, and all loans restructured in a troubled debt restructuring (TDR). Specific reserves on individually identified impaired loans that are not collateral dependent are measured based on the present value of expected future cash flows discounted at the original effective interest rate of each loan. For loans that are collateral dependent, impairment is measured based on the fair value of the collateral less estimated selling costs, and such impaired amounts are generally charged off. The majority of impaired loans are collateral dependent impaired loans that have limited exposure or require limited specific reserves because of the amount of collateral support with respect to these loans, and previous charge-offs. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured. In these cases, interest is recognized on a cash basis.

 

Impaired loans are set forth in the tables below as of March 31, 2014 and December 31, 2013.

 

   03/31/2014       12/31/2013 
(in thousands)  Recorded Investment   Unpaid Principal Balance   Related Allowance   Recorded Investment   Unpaid Principal Balance   Related Allowance 
Originated loans and leases with no related allowance                              
                               
Commercial and industrial                              
Commercial and industrial other  $3,146   $5,126   $0   $4,664   $5,069   $0 
Commercial real estate                              
Construction   5,860    11,469    0    6,073    11,683    0 
Commercial real estate other   9,790    10,410    0    10,196    13,518    0 
Residential real estate                              
Residential real estate other   1,058    1,134    0    1,223    1,299    0 
Subtotal  $19,854   $28,139   $0   $22,156   $31,569   $0 
                               
Originated loans and leases with related allowance                              
                               
Commercial and industrial                              
Commercial and industrial other   435    435    79    0    0    0 
Subtotal  $435   $435   $79   $0   $0   $0 
Total  $20,289   $28,574   $79   $22,156   $31,569   $0 

 

   03/31/2014       12/31/2013 
(in thousands)  Recorded Investment   Unpaid Principal Balance   Related Allowance   Recorded Investment   Unpaid Principal Balance   Related Allowance 
Acquired loans and leases with no related allowance                              
                               
Commercial and industrial                              
Commercial and industrial other  $2,777   $3,880   $0   $2,231   $5,081   $0 
Commercial real estate                              
Construction   2,035    2,724    0    0    0    0 
Commercial real estate other   4,321    6,269    0    1,960    1,960    0 
Residential real estate                              
Residential real estate other   87    87    0    73    73    0 
Subtotal  $9,220   $12,960   $0   $4,264   $7,114   $0 
                               
Acquired loans and leases with related allowance                              
                               
Commercial real estate                              
Commercial real estate other   0    0    0    469    719    250 
Subtotal  $0   $0   $0   $469   $719   $250 
Total  $9,220   $12,960   $0   $4,733   $7,833   $250 

 

25
 

 

The average recorded investment and interest income recognized on impaired loans for the three months ended March 31, 2014 and 2013 was as follows:

 

   Three Months Ended   Three Months Ended 
   03/31/2014   03/31/2013 
(in thousands)  Average Recorded Investment   Interest Income Recognized   Average Recorded Investment   Interest Income Recognized 
Originated loans and leases with no related allowance                    
                     
Commercial and industrial                    
Commercial and industrial other   3,047    0    5,307    0 
Commercial real estate                    
Construction   5,966    0    6,547    0 
Commercial real estate other   9,840    0    11,024    0 
Residential real estate                    
Residential real estate other   1,057    0    480    0 
Subtotal  $19,910   $0   $23,358   $0 
                     
Originated loans and leases with related allowance                    
Commercial and industrial                     
Commercial and industrial other    453    0    0    0 
Subtotal  $453   $0   $0   $0 
Total  $20,363   $0   $23,358   $0 

 

   Three Months Ended   Three Months Ended 
   03/31/2014   03/31/2013 
(in thousands)  Average Recorded Investment   Interest Income Recognized   Average Recorded Investment   Interest Income Recognized 
Acquired loans and leases with no related allowance                    
                     
Commercial and industrial                    
Commercial and industrial other   1,084    0    419    5 
Commercial real estate                    
Construction   2,028    0    0    0 
Commercial real estate other   6,081    0    1,797    26 
Residential real estate                    
Residential real estate other   88    0    0    0 
Total  $9,281   $0   $2,216   $31 

 

Loans are considered modified in a TDR when, due to a borrower’s financial difficulties, the Company makes a concession(s) to the borrower that it would not otherwise consider. These modifications may include, among others, an extension for the term of the loan, and granting a period when interest-only payments can be made with the principal payments made over the remaining term of the loan or at maturity.

 

26
 

 

The following tables present information on loans modified in troubled debt restructuring during the periods indicated.

 

March 31, 2014   Three months ended 
               Defaulted TDRs1 
(in thousands)   Number of Loans   Pre- Modification Outstanding Recorded Investment   Post- Modification Outstanding Recorded Investment   Number of Loans   Post- Modification Outstanding Recorded Investment 
Commercial and Industrial                         
Commercial real estate                         
Commercial real estate other    0    0    0    1    63 
Residential real estate                         
Residential real estate other   0    0    0    1    195 
Total   0   $0   $0    2   $258 

1TDRs that defaulted during the last three months that were restructured in the prior twelve months.

 

March 31, 2013  Three months ended 
               Defaulted TDRs 
(in thousands)  Number of Loans   Pre- Modification Outstanding Recorded Investment   Post- Modification Outstanding Recorded Investment   Number of Loans   Post- Modification Outstanding Recorded Investment 
                          
Originated loans and leases                         
Commercial and industrial                         
Commercial and industrial other1   1   $92   $92    0   $0 
Commercial real estate                         
Commercial real estate other  3    371    371    0    0 
Total   4   $463   $463    0   $0 

1Represents the following concessions:  extension of term

Represents the following concessions:  extension of term (1 loan: $129,000) and extended term and lowered rate (2 loans: $242,000)

TDRs that defaulted in the current quarter that were restructured in the prior twelve months.

 

The following tables present credit quality indicators (internal risk grade) by class of commercial and industrial loans and commercial real estate loans as of March 31, 2014 and December 31, 2013.

 

March 31, 2014                            
   Commercial and Industrial   Commercial and Industrial   Commercial Real Estate   Commercial Real Estate   Commercial Real Estate     
(in thousands)  Other   Agriculture   Other   Agriculture   Construction   Total 
Originated Loans and Leases                              
Internal risk grade:                              
Pass  $546,980   $51,566   $887,183   $56,655   $43,648   $1,586,032 
Special Mention   21,328    100    19,303    122    3,872    44,725 
Substandard   9,476    1,595    15,538    448    5,860    32,917 
Total  $577,784   $53,261   $922,024   $57,225   $53,380   $1,663,674 

 

27
 

 

March 31, 2014                        
   Commercial and Industrial   Commercial and Industrial   Commercial Real Estate   Commercial Real Estate   Commercial Real Estate     
(in thousands)  Other   Agriculture   Other   Agriculture   Construction   Total 
Acquired Loans and Leases                              
Internal risk grade:                              
Pass  $113,741   $0   $320,106   $1,108   $40,655   $475,610 
Special Mention   7,862    0    5,127    1,947    0    14,936 
Substandard   8,275    0    25,862    0    0    34,137 
Total  $129,878   $0   $351,095   $3,055   $40,655   $524,683 

 

December 31, 2013                        
   Commercial and Industrial   Commercial and Industrial   Commercial Real Estate   Commercial Real Estate   Commercial Real Estate     
(in thousands)  Other   Agriculture   Other   Agriculture   Construction   Total 
Originated Loans and Leases                              
Internal risk grade:                              
Pass  $531,293   $72,997   $869,488   $52,054   $36,396   $1,562,228 
Special Mention   20,688    100    17,536    123    3,918    42,365 
Substandard   10,458    1,691    16,296    450    6,127    35,022 
Total  $562,439   $74,788   $903,320   $52,627   $46,441   $1,639,615 

 

December 31, 2013                        
   Commercial and Industrial   Commercial and Industrial   Commercial Real Estate   Commercial Real Estate   Commercial Real Estate     
(in thousands)  Other   Agriculture   Other   Agriculture   Construction   Total 
Acquired Loans and Leases                              
Internal risk grade:                              
Pass  $116,160   $0   $5,809   $1,150   $363,427   $486,546 
Special Mention   3,821    0    11,516    1,985    0    17,322 
Substandard   8,522    0    22,028    0    3,011    33,561 
Total  $128,503   $0   $39,353   $3,135   $366,438   $537,429 

 

The following tables present credit quality indicators by class of residential real estate loans and by class of consumer loans. Nonperforming loans include nonaccrual, impaired, and loans 90 days past due and accruing interest.  All other loans are considered performing as of March 31, 2014 and December 31, 2013. For purposes of this footnote, acquired loans that were recorded at fair value at the acquisition date and are 90 days or greater past due are considered performing.

 

March 31, 2014                    
(in thousands)  Residential Home Equity   Residential Mortgages   Consumer Indirect   Consumer Other   Total 
Originated Loans and Leases                         
Performing  $171,175   $656,790   $19,668   $32,151   $879,784 
Nonperforming   1,994    6,545    234    3    8,776 
Total  $173,169   $663,335   $19,902   $32,154   $888,560 

 

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March 31, 2014                    
(in thousands)  Residential Home Equity   Residential Mortgages   Consumer Indirect   Consumer Other   Total 
Acquired Loans and Leases                         
Performing  $63,266   $33,070   $2   $1,156   $97,494 
Nonperforming   773    1,634    0    0    2,407 
Total  $64,039   $34,704   $2   $1,156   $99,901 

 

December 31, 2013
(in thousands)  Residential Home Equity   Residential Mortgages   Consumer Indirect   Consumer Other   Total 
Originated Loans and Leases                         
Performing  $170,270   $651,139   $20,986   $32,274   $874,669 
Nonperforming   1,539    7,827    216    38    9,620 
Total  $171,809   $658,966   $21,202   $32,312   $884,289 

 

December 31, 2013
(in thousands)  Residential Home Equity   Residential Mortgages   Consumer Indirect   Consumer Other   Total 
Acquired Loans and Leases                         
Performing  $65,339   $33,014   $5   $1,219   $99,577 
Nonperforming   1,844    2,322    0    0    4,166 
Total  $67,183   $35,336   $5   $1,219   $103,743 

 

7. FDIC Indemnification Asset Related to Covered Loans

 

Certain loans acquired in the VIST Financial acquisition were covered loans with loss share agreements with the FDIC. Under the terms of loss sharing agreements, the FDIC will reimburse the Company for 70 percent of net losses on covered single family assets up to $4.0 million, and 70 percent of net losses incurred on covered commercial assets up to $12.0 million. The FDIC will increase its reimbursement of net losses to 80 percent if net losses exceed the $4.0 million and $12 million thresholds, respectively. The term for loss sharing on residential real estate loans is ten years, while the term for loss sharing on non-residential real estate loans is five years in respect to losses and eight years in respect to loss recoveries.

 

The receivable arising from the loss sharing agreements (referred to as the “FDIC indemnification asset” on our consolidated statements of financial condition) is measured separately from covered loans because the agreements are not contractually part of the covered loans and are not transferable should the Company choose to dispose of the covered loans. As of the acquisition date with VIST Financial, the Company recorded an aggregate FDIC indemnification asset of $4.4 million, consisting of the present value of the expected future cash flows the Company expected to receive from the FDIC under loss sharing agreements. The FDIC indemnification asset is reduced as loss sharing payments are received from the FDIC for losses realized on covered loans. Actual or expected losses in excess of the acquisition date estimates and accretion of the acquisition date present value discount will result in an increase in the FDIC indemnification asset and the immediate recognition of non-interest income in our financial statements.

 

A decrease in expected losses would generally result in a corresponding decline in the FDIC indemnification asset and the non-accretable difference. Reductions in the FDIC indemnification asset due to actual or expected losses that are less than the acquisition date estimates are recognized prospectively over the shorter of (i) the estimated life of the applicable covered loans or (ii) the term of the loss sharing agreements with the FDIC.

 

Changes in the FDIC indemnification asset during the three months ended March 31, 2014 are shown below. The Company acquired the FDIC indemnification asset as part of the VIST acquisition on August 1, 2012.

 

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Three months ended March 31, 2014
(in thousands)  03/31/2014 
     
Balance, beginning of the period  $4,790 
Discount accretion of the present value at the acquisition date   11 
Prospective adjustment for additional cash flows   (436)
Increase due to impairment on covered loans   0 
Reimbursements from the FDIC   (366)
Balance, end of period  $3,999 

  

8. Earnings Per Share

 

Earnings per share in the table below, for the three month periods ending March 31, 2014 and 2013 are calculated under the two-class method as required by ASC Topic 260, Earnings Per Share. ASC 260 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The Company has issued restricted stock awards that contain such rights and are therefore considered participating securities. Basic earnings per common share are calculated by dividing net income allocable to common stock by the weighted average number of common shares, excluding participating securities, during the period. Diluted earnings per common share include the dilutive effect of additional potential shares from stock compensations awards.

 

   Three Months Ended 
(in thousands, except share and per share data)  03/31/2014   03/31/2013 
Basic          
Net income available to common shareholders  $12,569   $11,510 
Less: dividends and undistributed earnings allocated to unvested restricted stock awards   (117)   (34)
Net earnings allocated to common shareholders   12,452    11,476 
           
Weighted average shares outstanding, including participating securities   14,781,394    14,427,114 
           
Less: average participating securities   (136,846)   (52,849)
Weighted average shares outstanding - Basic   14,644,548    14,374,265 
           
Diluted          
Net earnings allocated to common shareholders   12,452    11,476 
           
Weighted average shares outstanding - Basic   14,644,548    14,374,265 
           
Dilutive effect of common stock options or restricted stock awards   130,838    62,492 
           
Weighted average shares outstanding - Diluted   14,775,386    14,436,757 
           
Basic EPS   0.85    0.80 
Diluted EPS   0.84    0.79 

 

The dilutive effect of common stock options or restricted awards calculation for the three months ended March 31, 2014 and 2013 excludes stock options, stock appreciation rights and restricted stock awards covering an aggregate of 71,349 and 572,068 shares, respectively, because the exercise prices were greater than the average market price during these periods.

 

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9. Other Comprehensive Income (Loss)

             

The following table presents reclassifications out of the accumulated other comprehensive income for the three month periods ended March 31, 2014 and 2013.

             

   Three months ended March 31, 2014 
     
(in thousands)  Before-Tax Amount   Tax (Expense) Benefit   Net of Tax 
Available-for-sale securities:               
Change in net unrealized gain/loss during the period  $8,815   $(3,525)  $5,290 
Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income   (94)   38    (56)
Net unrealized losses   8,721    (3,487)   5,234 
                
Employee benefit plans:               
Amortization of net retirement plan actuarial gain   320    (128)   192 
Amortization of net retirement plan prior service cost   14    (6)   8 
Employee benefit plans   334    (134)   200 
                
Other comprehensive income (loss)  $9,055   $(3,621)  $5,434 

 

   Three months ended March 31, 2013 
     
(in thousands)  Before-Tax Amount   Tax (Expense) Benefit   Net of Tax 
Available-for-sale securities:               
Change in net unrealized gain/loss during the period  $(5,463)  $2,185   $(3,278)
Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income   (367)   147    (220)
Reclassification adjustment for credit impairment on available-for-sale               
Net unrealized gains   (5,830)   2,332    (3,498)
                
Employee benefit plans:               
Amortization of net retirement plan actuarial loss   654    (261)   393 
Amortization of net retirement plan prior service cost   14    (6)   8 
Amortization of net retirement plan transition liability   13    (5)   8 
Employee benefit plans   681    (272)   409 
Other comprehensive (loss) income  $(5,149)  $2,060   $(3,089)

 

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The following table presents the activity in our accumulated other comprehensive income for the periods indicated:

 

(in thousands)  Available-for-Sale Securities   Employee Benefit Plans   Accumulated Other Comprehensive Income 
Balance at January 1, 2013  $26,356   $(28,462)  $(2,106)
Other comprehensive (loss) income before reclassifications   (3,278)   0    (3,278)
Amounts reclassified from accumulated other comprehensive income   (220)   409    189 
Net current-period other comprehensive loss   (3,498)   409    (3,089)
Balance at March 31, 2013  $22,858   $(28,053)  $(5,195)
                
Balance at January 1, 2014  $(8,357)  $(16,762)  $(25,119)
Other comprehensive income (loss) before reclassifications   5,290    0    5,290 
Amounts reclassified from accumulated other comprehensive (loss) income   (56)   200    144 
Net current-period other comprehensive income   5,234    200    5,434 
Balance at March 31, 2014  $(3,123)  $(16,562)  $(19,685)

 

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income for the three months ended March 31, 2014 and 2013.

  

Three months ended March 31, 2014
 
Details about Accumulated other Comprehensive Income Components (in thousands)  Amount Reclassified from Accumulated Other Comprehensive Income1   Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale securities:        
Unrealized gains and losses on available-for-sale securities  $94   Net gain on securities transactions
    (38)  Tax expense
    56   Net of tax
Employee benefit plans:        
Amortization of the following           
Net retirement plan actuarial loss   (320)   
Net retirement plan prior service cost   (14)   
    (334)  Total before tax
    134   Tax benefit
    (200)  Net of tax

 

1 Amounts in parentheses indicated debits in income statement 

2 The accumulated other comprehensive income components are included in the computation of net periodic benefit cost (See Note 10 - "Employee Benefit Plan")

 

Three months ended March 31, 2013
 
Details about Accumulated other Comprehensive Income Components (in thousands)  Amount Reclassified from Accumulated Other Comprehensive Income1   Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale securities:        
Unrealized gains and losses on available-for-sale securities  $367   Net gain on securities transactions
    (147)  Tax expense
    220   Net of tax
Employee benefit plans:        
Amortization of the following           
Net retirement plan actuarial loss   (654)   
Net retirement plan prior service cost   (14)   
Net retirement plan transition liability   (13)   
    (681)  Total before tax
    272   Tax benefit
    (409)  Net of tax

 

1 Amounts in parentheses indicated debits in income statement 

2 The accumulated other comprehensive income components are included in the computation of net periodic benefit cost (See Note 10 - "Employee Benefit Plan")

 

 

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10. Employee Benefit Plan

 

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: service cost, interest cost, expected return on plan assets for the period, 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 Periodic Benefit Cost
                         
   Pension Benefits   Life and Health   SERP Benefits 
   Three Months Ended   Three Months Ended   Three Months Ended 
(in thousands)  03/31/2014   03/31/2013   03/31/2014   03/31/2013   03/31/2014   03/31/2013 
Service cost  $625   $772   $55   $51   $93   $109 
Interest cost   768    669    98    86    214    185 
Expected return on plan assets   (1,258)   (995)   0    0    0    0 
Amortization of net retirement plan actuarial loss   225    505    11    27    84    122 
Amortization of net retirement plan prior service cost (credit)   (31)   (31)   4    4    41    41 
Amortization of net retirement plan transition liability   0    0    0    13    0    0 
Net periodic benefit cost  $329   $920   $168   $181   $432   $457 

 

The net periodic benefit cost for the Company’s benefit plans are recorded as a component of salaries and benefits in the consolidated statements of income.

 

The Company realized approximately $200,000 and $409,000, net of tax, as amortization of amounts previously recognized in accumulated other comprehensive income, for the three months ended March 31, 2014 and 2013, respectively.

 

The Company is not required to contribute to the pension plan in 2014, but it may make voluntary contributions. The Company did not contribute to the pension plan in the first thee months of 2014 and 2013.

  

11. Other Income and Operating Expense          

           

Other income and operating expense totals are presented in the table below.  Components of these totals exceeding 1% of the aggregate of total noninterest income and total noninterest expenses for any of the years presented below are stated separately.

           

   Three Months Ended 
(in thousands)  03/31/2014   03/31/2013 
Noninterest Income          
Other service charges  $696   $839 
Increase in cash surrender value of corporate owned life insurance   502    552 
Net gain on sale of loans   50    29 
Other income   591    946 
Total other income  $1,839   $2,366 
Noninterest Expenses          
Marketing expense  $960   $1,165 
Professional fees   1,388    1,355 
Legal fees   532    592 
Software licensing and maintenance   1,215    1,139 
Cardholder expense   669    748 
Other expenses   4,820    4,836 
Total other operating expense  $9,584   $9,835 

 

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12. Financial Guarantees

 

The Company currently does not issue any guarantees that would require liability recognition or disclosure, 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, 2014, the Company’s maximum potential obligation under standby letters of credit was $61.7 million compared to $62.6 million at December 31, 2013. 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 any significant losses as a result of these transactions, and has determined that the fair value of standby letters of credit is not significant.

  

13. Segment and Related Information

 

The Company manages its operations through three reportable business segments in accordance with the standards set forth in FASB ASC 280, “Segment Reporting”: (i) banking (“Banking”), (ii) insurance (“Tompkins Insurance Agencies, Inc.”) and (iii) wealth management (“Tompkins Financial Advisors”). The Company’s insurance services and wealth management services, other than trust services, are managed separately from the Banking segment.

 

Banking

 

The Banking segment is primarily comprised of the four banking subsidiaries: Tompkins Trust Company, a commercial bank with fifteen banking offices operated in Ithaca, NY and surrounding communities, The Bank of Castile, a commercial bank with sixteen banking offices conducting operations in the towns situated in and around the areas commonly known as the Letchworth State Park area and the Genesee Valley region of New York State, Mahopac Bank, a commercial bank operating fifteen full-service banking offices and one limited service office in the counties north of New York City, and VIST Bank, a banking organization containing twenty banking offices headquartered and operating in the areas surrounding southeastern Pennsylvania.

 

Insurance

 

The Company provides property and casualty insurance services and employee benefits consulting through Tompkins Insurance Agencies, Inc, a 100% wholly-owned subsidiary of the Company, headquartered in Batavia, New York. Tompkins Insurance is an independent insurance agency, representing many major insurance carriers and provides employee benefit consulting to employers in Western and Central New York, assisting them with their medical, group life insurance and group disability insurance. Through the 2012 acquisition of VIST Financial, Tompkins Insurance expanded its operations with the addition of VIST Insurance, a full service insurance agency offering a similar array of insurance products as Tompkins Insurance in southeastern Pennsylvania.

 

Wealth Management

 

The Wealth Management segment is generally organized under the Tompkins Financial Advisors brand. Tompkins Financial Advisors offers a comprehensive suite of financial services to customers, including trust and estate services, investment management and financial and insurance planning for individuals, corporate executives, small business owners and high net worth individuals. Tompkins Financial Advisors has offices in each of the Company’s four subsidiary banks in New York.

 

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, insurance and wealth management services segments. 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, information systems, 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 in the 2013 Annual Report on Form 10-K.

 

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As of and for the three months ended March 31, 2014
(in thousands)  Banking   Insurance   Wealth Management   Intercompany   Consolidated 
Interest income  $45,333   $2   $32   $(2)  $45,365 
Interest expense   5,340    0    0    (2)   5,338 
Net interest income   39,993    2    32    0    40,027 
Provision for loan and lease losses   743    0    0    0    743 
Noninterest income   6,314    7,247    4,229    (356)   17,434 
Noninterest expense   29,846    5,728    2,992    (356)   38,210 
Income before income tax expense   15,718    1,521    1,269    0    18,508 
Income tax expense   4,850    625    431    0    5,906 
Net Income attributable to noncontrolling interests and Tompkins Financial Corporation   10,868    896    838    0    12,602 
Less:  Net income attributable to noncontrolling interests   33    0    0    0    33 
Net Income attributable to Tompkins Financial Corporation  $10,835   $896   $838   $0   $12,569 
                          
Depreciation and amortization  $1,295   $50   $37   $0   $1,382 
Assets   5,001,219    34,543    13,712    (7,674)   5,041,800 
Goodwill   64,500    19,665    8,081    0    92,246 
Other intangibles, net   10,341    5,080    583    0    16,004 
Net loans and leases   3,176,198    0    0    0    3,176,198 
Deposits   4,112,666    0    0    (7,496)   4,105,170 
Total Equity   435,130    26,779    11,913    0    473,822 

 

As of and for the three months ended March 31, 2013
(in thousands)  Banking   Insurance   Wealth Management   Intercompany  Consolidated 
Interest income  $44,401   $2   $55   $(1)  $44,457 
Interest expense   6,252    0    0    (1)   6,251 
Net interest income   38,149    2    55    0    38,206 
Provision for loan and lease losses   1,038    0    0    0    1,038 
Noninterest income   6,636    7,066    4,190    (502)   17,390 
Noninterest expense1   29,406    5,566    3,050    (502)   37,520 
Income before income tax expense   14,341    1,502    1,195    0    17,038 
Income tax expense   4,466    625    404    0    5,495 
Net Income attributable to noncontrolling interests and Tompkins Financial Corporation   9,875    877    791    0    11,543 
Less:  Net income attributable to noncontrolling interests   33    0    0    0    33 
Net Income attributable to Tompkins Financial Corporation  $9,842   $877   $791   $0   $11,510 
                          
Depreciation and amortization  $1,354   $55   $36   $0   $1,445 
Assets   4,948,301    34,427    11,981    (7,429)   4,987,280 
Goodwill   64,665    19,559    8,081    0    92,305 
Other intangibles, net   11,884    5,476    649    0    18,009 
Net loans and leases   2,969,134    0    0    0    2,969,134 
Deposits   4,079,623    0    0    (7,271)   4,072,352 
Total Equity   412,256    25,150    9,406    0    446,812 

 

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14. Fair Value

 

FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FASB ASC Topic 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Transfers between levels, when determined to be appropriate, are recognized at the end of each reporting period.  

 

The three levels of the fair value hierarchy under FASB ASC Topic 820 are:

 

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

 

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).  

 

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013, segregated by the level of valuation inputs within the fair value hierarchy used to measure fair value.

 

Recurring Fair Value Measurements            
March 31, 2014            
(in thousands)  Total   (Level 1)   (Level 2)   (Level 3) 
Trading securities                    
Obligations of U.S. Government sponsored entities  $8,104   $0   $8,104   $0 
Mortgage-backed securities – residential                    
U.S. Government sponsored entities   2,394    0    2,394    0 
Available-for-sale securities                    
Obligations of U.S. Government sponsored entities   546,399    0    546,399    0 
Obligations of U.S. states and political subdivisions   69,366    0    69,366    0 
Mortgage-backed securities – residential, issued by:                    
U.S. Government agencies   140,970    0    140,970    0 
U.S. Government sponsored entities   619,026    0    619,026    0 
Non-U.S. Government agencies or sponsored entities   302    0    302    0 
U.S. corporate debt securities   2,125    0    2,125    0 
Equity securities   1,414    0    0    1,414 
                     
Borrowings                    
Other borrowings   11,228    0    11,228    0 

                                   

The change in the fair value of the $1.4 million of available-for-sale securities valued using significant unobservable inputs (level 3), between January 1, 2014 and March 31, 2014 was immaterial.  

 

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Recurring Fair Value Measurements        
December 31, 2013        
(in thousands)  Total   (Level 1)   (Level 2)   (Level 3) 
Trading securities                    
Obligations of U.S. Government sponsored entities  $8,275   $0   $8,275   $0 
Mortgage-backed securities – residential                    
U.S. Government sponsored entities   2,716    0    2,716    0 
Available-for-sale securities        .           
Obligations of U.S. Government sponsored entities   556,345    0    556,345    0 
Obligations of U.S. states and political subdivisions   67,962    0    67,962    0 
Mortgage-backed securities – residential, issued by:                    
U.S. Government agencies   146,678    0    146,678    0 
U.S. Government sponsored entities   577,472    0    577,472    0 
Non-U.S. Government agencies or sponsored entities   311    0    311    0 
U.S. corporate debt securities   4,633    0    4,633    0 
Equity securities   1,410    0    0    1,410 
                     
Borrowings                    
Other borrowings   11,292    0    11,292    0 

 

The change in the fair value of the $1.0 million of available-for-sale securities valued using significant unobservable inputs (level 3), between January 1, 2013 and December 31, 2013 was immaterial. 

 

There were no transfers between Levels 1, 2 and 3 for the three months ended March 31, 2014.

 

The Company determines fair value for its trading securities using independently quoted market prices. The Company determines fair value for its available-for-sale securities using an independent bond pricing service for identical assets or very similar securities. The Company has reviewed the pricing sources, including methodologies used, and finds them to be fairly stated.

 

Fair values of borrowings are estimated using Level 2 inputs based upon observable market data. The Company determines fair value for its borrowings using a discounted cash flow technique based upon expected cash flows and current spreads on FHLB advances with the same structure and terms. The Company also receives pricing information from third parties, including the FHLB. The pricing obtained is considered representative of the transfer price if the liabilities were assumed by a third party. The Company’s potential credit risk did not have a material impact on the quoted settlement prices used in measuring the fair value of the FHLB borrowings at March 31, 2014.

 

Certain assets are measured at fair value on a nonrecurring basis. For the Company, these include loans held for sale, collateral dependent impaired loans, and other real estate owned (“OREO”). During the first quarter of 2014, certain collateral dependent impaired loans were remeasured and reported at fair value through a specific valuation allowance and/or partial charge-offs for loan and lease losses based upon the fair value of the underlying collateral. Collateral values are estimated using Level 2 inputs based upon observable market data. In addition to collateral dependent impaired loans, certain other real estate owned were remeasured and reported at fair value based upon the fair value of the underlying collateral. The fair values of other real estate owned are estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria. In general, the fair values of other real estate owned are based upon appraisals, with discounts made to reflect estimated costs to sell the real estate. Upon initial recognition, fair value write-downs on other real estate owned are taken through a charge-off to the allowance for loan and lease losses. Subsequent fair value write-downs on other real estate owned are reported in other noninterest expense.

 

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March 31, 2014              
       Fair value measurements at reporting  Gain (losses) from fair value 
       date using:  changes 
   As of   Quoted prices in active markets for identical assets    Significant other observable inputs   Significant unobservable inputs   Three months ended 
Assets:  03/31/2014   (Level 1)    (Level 2)   (Level 3)   03/31/2014 
Impaired Loans  $4,163   $ 0    $4,163   $0   $(185)
Other real estate owned   4,701     0     4,701    0    118 

 

March 31, 2013            
         Fair value measurements at reporting  Gain (losses) from fair value 
         date using:  changes 
   As of   Quoted prices in active markets for identical assets  Significant other observable inputs   Significant unobservable inputs   Three months ended 
Assets:  03/31/2013   (Level 1)  (Level 2)   (Level 3)   03/31/2013 
Impaired Loans $ 5,389   $ 0  $ 5,389   $ 0   $ 0 
Other real estate owned   1,166     0   1,166    0    (128)

  

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at March 31, 2014 and December 31, 2013. The carrying amounts shown in the table are included in the Consolidated Statements of Condition under the indicated captions.

 

The fair value estimates, methods and assumptions set forth below for the Company’s financial instruments, including those financial instruments carried at cost, are made solely to comply with disclosures required by generally accepted accounting principles in the United States and do not always incorporate the exit-price concept of fair value prescribed by ASC Topic 820-10 and should be read in conjunction with the financial statements and notes included in this Report.

 

Estimated Fair Value of Financial Instruments 
March 31, 2014                    
(in thousands)  Carrying Amount   Fair Value   (Level 1)   (Level 2)   (Level 3) 
Financial Assets:                         
                          
Cash and cash equivalents  $98,299   $98,299   $98,299   $0   $0 
Securities - held to maturity   18,820    19,434    0    19,434    0 
FHLB stock   18,240    18,240    0    18,240    0 
Accrued interest receivable   16,655    16,655    0    16,655    0 
Loans/leases, net1   3,176,198    3,202,015    0    4,163    3,197,852 
                          
Financial Liabilities:                         
                          
Time deposits  $898,884   $902,770   $0   $902,770   $0 
Other deposits   3,206,286    3,206,286    0    3,206,286    0 
Fed funds purchased and securities sold under agreements to repurchase   158,794    164,014    0    164,014    0 
Other borrowings   203,388    208,694    0    208,694    0 
Accrued interest payable   1,968    1,968    0    1,968    0 
Trust preferred debentures   37,211    41,924    0    41,924    0 

 

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Estimated Fair Value of Financial Instruments
December 31, 2013                    
(in thousands)  Carrying Amount   Fair  Value   (Level 1)   (Level 2)   (Level 3) 
Financial Assets:                         
                          
Cash and cash equivalents  $82,884   $82,884   $82,884   $0   $0 
Securities - held to maturity   18,980    19,625    0    19,625    0 
FHLB and FRB stock   25,041    25,041    0    25,041    0 
Accrued interest receivable   16,586    16,586    0    16,586    0 
Loans/leases, net1   3,166,314    3,201,837    0    6,846    3,194,991 
                          
Financial Liabilities:                         
                          
Time deposits  $865,702   $870,857   $0   $870,857   $0 
Other deposits   3,081,514    3,081,514    0    3,081,514    0 
Fed funds purchased and securities sold under agreements to repurchase   167,724    173,425    0    173,425    0 
Other borrowings   320,239    326,193    0    326,193    0 
Accrued interest payable   2,121    2,121    0    2,121    0 
Trust preferred debentures   37,169    41,673    0    41,673    0 

1Lease receivables, although excluded from the scope of ASC Topic 825, are included in the estimated fair value amounts at their carrying value.

 

The following methods and assumptions were used in estimating fair value disclosures for financial instruments.

 

Cash and Cash Equivalents: The carrying amounts reported in the Consolidated Statements of Condition for cash, noninterest-bearing deposits, money market funds, and Federal funds sold approximate the fair value of those assets.

 

Securities: Fair values for U.S. Treasury securities are based on quoted market prices. Fair values for obligations of U.S. government sponsored entities, mortgage-backed securities-residential, obligations of U.S. states and political subdivisions, and U.S. corporate debt securities are based on quoted market prices, where available, as provided by third party pricing vendors. If quoted market prices were not available, fair values are based on quoted market prices of comparable instruments in active markets and/or based upon matrix pricing methodology, which uses comprehensive interest rate tables to determine market price, movement and yield relationships. These securities are reviewed periodically to determine if there are any events or changes in circumstances that would adversely affect their value.

 

Loans and Leases: The fair values of residential loans are estimated using discounted cash flow analyses, based upon available market benchmarks for rates and prepayment assumptions. The fair values of commercial and consumer loans are estimated using discounted cash flow analyses, based upon interest rates currently offered for loans and leases with similar terms and credit quality. The fair value of loans held for sale are determined based upon contractual prices for loans with similar characteristics.

 

FHLB STOCK: The carrying amount of FHLB stock approximates fair value. If the stock is redeemed, the Company will receive an amount equal to the par value of the stock. For miscellaneous equity securities, carrying value is cost.

 

ACCRUED INTEREST RECEIVABLE AND ACCRUED INTEREST PAYABLE: The carrying amount of these short term instruments approximate fair value.

 

Deposits: The fair values disclosed for noninterest bearing accounts and accounts with no stated maturities are equal to the amount payable on demand at the reporting date. The fair value of time deposits is based upon discounted cash flow analyses using rates offered for FHLB advances, which is the Company’s primary alternative source of funds.

 

Securities Sold Under Agreements to Repurchase: The carrying amounts of repurchase agreements and other short-term borrowings approximate their fair values. Fair values of long-term borrowings are estimated using a discounted cash flow approach, based on current market rates for similar borrowings. For securities sold under agreements to repurchase where the Company has elected the fair value option, the Company also receives pricing information from third parties, including the FHLB.

 

Other Borrowings: The fair values of other borrowings are estimated using discounted cash flow analysis, discounted at the Company’s current incremental borrowing rate for similar borrowing arrangements. For other borrowings where the Company has elected the fair value option, the Company also receives pricing information from third parties, including the FHLB.

 

TRUST PREFERRED DEBENTURES: The fair value of the trust preferred debentures has been estimated using a discounted cash flow analysis which uses a discount factor of a market spread over current interest rates for similar instruments.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

BUSINESS

 

Corporate Overview and Strategic Initiatives 

Tompkins Financial Corporation (“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 NYSE MKT LLC (Symbol: TMP). Tompkins is headquartered at The Commons, Ithaca, New York. The Company is a locally-oriented, community-based financial services organization that offers a full array of financial products and services, including commercial and consumer banking, leasing, trust and investment services, financial planning and wealth management, insurance and brokerage services. At March 31, 2014, the Company’s subsidiaries included: four wholly-owned banking subsidiaries, Tompkins Trust Company (the “Trust Company”), The Bank of Castile, Mahopac Bank (formerly known as Mahopac National Bank), and VIST Bank; a wholly owned registered investment advisor, TFA Management, Inc. (“TFA Management”, formerly known as AM&M Financial Services, Inc.); and a wholly-owned insurance agency subsidiary, Tompkins Insurance Agencies, Inc. (“Tompkins Insurance”). Tompkins Insurance provides property and casualty insurance, employee benefit consulting, and life, long-term care and disability insurance. TFA Management and the trust division of the Trust Company provide a full array of investment services under the trade name of Tompkins Financial Advisors, including investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. Unless the context otherwise requires, the term “Company” refers collectively to Tompkins Financial Corporation and its subsidiaries.

 

The Company’s strategic initiatives include diversification within its markets, growth of its fee-based businesses, and growth internally and through acquisitions of financial institutions, branches, and financial services businesses. As such, the Company from time to time considers acquiring banks, thrift institutions, branch offices of banks or thrift institutions, or other businesses within markets currently served by the Company or in other locations that would complement the Company’s business or its geographic reach. The Company generally targets merger or acquisition partners that are culturally similar and have experienced management and possess either significant market presence or have potential for improved profitability through financial management, economies of scale and expanded services. The Company has pursued acquisition opportunities in the past, and continues to review new opportunities.

 

Acquisitions

On January 31, 2014, Tompkins Insurance acquired certain assets of Breakthrough Benefits, LLC, an employee benefits company located in Downingtown, Pennsylvania, in a cash transaction. The principal partner continued as an employee of Tompkins Insurance after the acquisition. The aggregate purchase price for the assets was $350,000. In addition to $210,000 paid at closing, consideration includes two annual post-closing payments of $70,000 payable on subsequent anniversary dates. Payment is contingent upon certain criteria being met, which Tompkins considers to be likely. The purchase price was allocated as follows goodwill of $103,000, customer related intangibles of $102,000 and a covenant-not-to-compete of $142,000. The value of the customer related intangible is being amortized over 15 years, while the covenant-not-to-compete will be amortized over 5 years commencing with the departure of the principal. The goodwill is not being amortized but will be evaluated annually for impairment.

 

Business Segments

Banking services consist primarily of attracting deposits from the areas served by the Company’s four banking subsidiaries 66 banking offices (46 offices in New York and 20 offices in Pennsylvania 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 lending function is managed within the guidelines of a comprehensive Board-approved lending policy. Reporting systems are in place to provide management with ongoing information related to loan production, loan quality, concentrations of credit, loan delinquencies, and nonperforming and potential problem loans. Banking services also include a full suite of products such as debit cards, credit cards, remote deposit, electronic banking, mobile banking, cash management, and safe deposit services.

 

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Wealth management services consist of investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. Wealth management services are under the trade name Tompkins Financial Advisors. Tompkins Financial Advisors has office locations at all four of the Company’s subsidiary banks.

 

Insurance services include property and casualty insurance, employee benefit consulting, and life, long-term care and disability insurance. Tompkins Insurance is headquartered in Batavia, New York. Over the past thirteen years, Tompkins Insurance has acquired smaller insurance agencies in the market areas serviced by the Company’s banking subsidiaries and successfully consolidated them into Tompkins Insurance. The VIST Financial acquisition in 2012, which included VIST Insurance, nearly doubled the Company’s annual insurance revenues. In the first quarter of 2014, Tompkins Insurance acquired certain assets of Breakthrough Benefits, LLC, an employee benefits company located in Downingtown, Pennsylvania. Details of this transaction are discussed above. Tompkins Insurance offers services to customers of the Company’s banking subsidiaries by sharing offices with The Bank of Castile, Trust Company, and VIST Bank. In addition to these shared offices, Tompkins Insurance has five stand-alone offices in Western New York, two stand-alone offices in Tompkins County, New York and one stand-alone office in Montgomery County, Pennsylvania.

 

The Company’s principal expenses are interest on deposits, interest on borrowings, and operating and general administrative expenses, as well as provisions for loan and lease losses. Funding sources, other than deposits, include borrowings, securities sold under agreements to repurchase, and cash flow from lending and investing activities.

 

Competition

Competition for commercial banking and other financial services is strong in the Company’s market areas. In one or more aspects of its businesses, the Company’s subsidiaries compete with other commercial banks, savings and loan associations, credit unions, finance companies, Internet-based financial services companies, mutual funds, insurance companies, brokerage and investment banking companies, and other financial intermediaries. Some of these competitors have substantially greater resources and lending capabilities and may offer service that the Company does not currently provide. In addition, many of the Company’s non-bank competitors are not subject to the same extensive Federal regulations that govern financial holding companies and Federally-insured banks.

 

Management believes that a community based financial organization is better positioned to establish personalized financial relationships with both commercial customers and individual households. The Company’s community commitment and involvement in its primary market areas, as well as its commitment to quality and personalized financial services, are factors that contribute to the Company’s competitiveness. Management believes that each of the Company’s subsidiary banks can compete successfully in its primary market areas by making prudent lending decisions quickly and more efficiently than its competitors, without compromising asset quality or profitability, although no assurances can be given that such factors will assure success.

 

Regulation 

Banking, insurance services and wealth management are highly regulated. As a financial holding company with four community banks, a registered investment advisor, and an insurance agency subsidiary, the Company and its subsidiaries are subject to examination and regulation by the Federal Reserve Board (“FRB”), Securities and Exchange Commission (“SEC”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the New York State Department of Financial Services, Pennsylvania Department of Banking and Securities, Financial Industry Regulatory Authority, and the Pennsylvania Insurance Department.

 

Other Factors Affecting Performance

Other external factors affecting the Company’s operating results are market rates of interest, the condition of financial markets, inflation, economic growth, unemployment, regulatory actions and policies. Historically low interest rates and weak economic conditions have put pressure on the Company’s net interest margin in recent years. The Company has offset some of this pressure with strategic deposit pricing and growth in average earning assets. Weak economic conditions beginning in 2008 also contributed to increases in the Company’s past due loans and leases, nonperforming assets, and net loan and lease losses, as well as decreases in certain fee-based products and services. Gradual improvement in the economy as evidenced by a rebound in the housing market, lower unemployment and higher equities markets, have contributed to improvement in the Company’s credit quality metrics in recent quarters, including decreases in the level of internally classified assets and nonperforming assets. With the strength of the economic recovery uncertain, there is no assurance that these conditions may not adversely affect the credit quality of the Company’s loans and leases, results of operations, and financial condition going forward. Refer to the section captioned “Financial Condition- Allowance for Loan and Lease Losses” below for further details on asset quality.

 

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OTHER IMPORTANT INFORMATION

 

The following discussion is intended to provide an understanding of the consolidated financial condition and results of operations of the Company for the three ended March 31, 2014. 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, 2013, and the Unaudited Consolidated Financial Statements and notes thereto included in Part I of 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. These uncertainties and factors that could cause 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, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III; 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; financial resources in the amounts, at the times and on the terms required to support the Company’s future businesses; and other factors discussed elsewhere in this Quarterly Report on Form 10-Q and in other reports we file with the SEC, in particular the “Risk Factors” discussed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. 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

The accounting and reporting policies followed by the Company conform, in all material respects, to accounting principles generally accepted in the United States and to general practices within the financial services industry. In the course of normal business activity, management must select and apply many accounting policies and methodologies and make estimates and assumptions that lead to the financial results presented in the Company’s consolidated financial statements and accompanying notes. There are uncertainties inherent in making these estimates and assumptions, which could materially affect the Company’s results of operations and financial position.

 

Management considers accounting estimates to be critical to reported financial results if (i) the accounting estimates require management to make assumptions about matters that are highly uncertain, and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the Company’s financial statements. Management considers the accounting policies relating to the allowance for loan and lease losses (“allowance”), pension and postretirement benefits, the review of the securities portfolio for other-than-temporary impairment, and acquired loans to be critical accounting policies because of the uncertainty and subjectivity involved in these policies and the material effect that estimates related to these areas can have on the Company’s results of operations.

 

For additional information on critical accounting policies and to gain a greater understanding of how the Company’s financial performance is reported, refer to Note 1 – “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements, and the section captioned “Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. There have been no significant changes in the Company’s application of critical accounting policies since December 31, 2013. Refer to Note 3 – “Accounting Standards Updates” in the Notes to Unaudited Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for a discussion of recent accounting updates.

 

In this Report there are comparisons of the Company’s performance to that of a peer group. Unless otherwise stated, this peer group is comprised of the group of 117 domestic bank holding companies with $3 billion to $10 billion in total assets as defined in the Federal Reserve’s “Bank Holding Company Performance Report” for December 31, 2013 (the most recent report available).

 

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OVERVIEW

 

Tompkins Financial Corporation reported net income of $12.6 million for the first quarter of 2014, an increase of 9.6% from the $11.5 million reported for the same period in 2013. Diluted earnings per share were $0.84 for the first quarter of 2014, a 6.3% increase from $0.79 reported for the first quarter of 2013. 2013 results were impacted by certain non-recurring items including, but not limited to, merger related expenses. Excluding these items, diluted earnings per share (reported core EPS) were $0.80 in the first quarter of 2013.

 

Return on average assets (“ROA”) for the quarter ended March 31, 2014 was 1.02%, compared to 0.95% for the quarter ended March 31, 2013. Return on average shareholders’ equity (“ROE”) for the first quarter of 2014 was 10.88%, compared to 10.53%, for the same period in 2013. Tompkins’ first quarter ROA and ROE compare to the most recent peer average ratios of 1.05% and 8.97%, respectively, published, published as of December 31, 2013 by the Federal Reserve, ranking Tompkins’ ROA in the 53rd percentile and ROE in the 73rd percentile of the peer group.

 

The Company’s operating (Non-GAAP) net income for the first quarter was $12.6 million, or $0.84 diluted per share, compared to $12.5 million, or $0.80 diluted per share for the first quarter of 2013. Operating (Non-GAAP) income excludes after-tax merger and acquisition integration expense of $0 and $118,000 for the three months ended March 31, 2014 and 2013, respectively.

 

The following table summarizes our results of operations for the periods indicated on a GAAP basis and on an operating (non-GAAP) basis for the periods indicated. Our operating results exclude merger and acquisition integration expenses. The Company believes this non-GAAP measure provides a meaningful comparison of our underlying operational performance and facilitates managements’ and investors’ assessments of business and performance trends in comparison to others in the financial services industry. In addition, the Company believes the exclusion of the nonoperating items from our performance enables management and investors to perform a more effective evaluation and comparison of our results and to assess performance in relation to our ongoing operations (in thousands). These non-GAAP financial measures should not be considered in isolation or as a measure of the Company’s profitability or liquidity; they are in addition to, and are not a substitute for, financial measures under GAAP. Net operating income and adjusted diluted earnings per share as presented herein may be different from non-GAAP financial measures used by other companies, and may not be comparable to similarly titled measures reported by other companies. Further, the Company may utilize other measures to illustrate performance in the future. Non-GAAP financial measures have limitations since they do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP.

  

   Three months ended 
(in thousands)  03/31/2014   03/31/2013 
     
Net income attributable to Tompkins Financial Corporation  $12,569   $11,510 
Less:  dividends and undistributed earnings allocated to unvested stock awards   117    34 
Net income available to common shareholders (GAAP)   12,452    11,476 
           
Diluted earnings per share (GAAP)   0.84    0.80 
           
Adjustments for non-operating income and expense, net of tax:          
Merger and acquisition integration related expenses   0    118 
Total adjustments, net of tax   0    118 
           
Net operating income available to common shareholders          
(Non-GAAP)  $12,452   $11,594 
Adjusted diluted earnings per share (Non-GAAP)   0.84    0.81 

 

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   Three months ended 
(in thousands)  03/31/2014   03/31/2013 
     
Net income attributable to Tompkins Financial Corporation  $12,569   $11,510 
           
Adjustments for non-operating income and expense, net of tax:          
Merger and acquisition integration related expenses   0    118 
Total adjustments, net of tax   0    118 
           
Net operating income (Non-GAAP)   12,569    11,628 
Amortization of intangibles, net of tax   316    334 
Adjusted net operating income (Non-GAAP)   12,885    11,962 
           
Average total shareholders’ equity   468,515    443,277 
Average goodwill and intangibles   108,437    110,687 
Average shareholders’ tangible equity (Non-GAAP)   360,078    332,590 
           
Adjusted operating return on average shareholders’ tangible equity (annualized) (Non-GAAP)   14.51%   14.39%

 

   Three months ended 
(in thousands)  03/31/2014   03/31/2013 
           
Adjusted net operating income (Non-GAAP)  $12,885   $11,962 
           
Average total assets   4,982,033    4,899,727 
Average goodwill and intangibles   108,434    110,687 
Average tangible assets   4,873,599    4,789,040 
           
Adjusted operating return on average tangible assets (annualized)(Non-GAAP)   1.07%   1.01%

 

Segment Reporting 

The Company operates in the following three business segments, banking, insurance, and wealth management. Insurance is comprised of property and casualty insurance services and employee benefit consulting operated under the Tompkins Insurance Agencies, Inc. subsidiary. Wealth management activities include the results of the Company’s trust, financial planning, and wealth management services, and risk management operations organized under the Tompkins Financial Advisors brand. All other activities are considered banking.

 

Banking Segment

The banking segment reported net income of $10.8 million for the first quarter of 2014, up $993,000 or 10.1% from net income of $9.8 million for the same period in 2013.

 

Net interest income of $40.0 million for the first quarter was up 4.8% or $1.8 million over the same period in 2013. Growth in average earning assets and lower funding costs more than offset the lower asset yields and contributed to favorable year-over-year comparisons. Net interest margin for the three months ended March 31, 2014 was 3.60% compared to 3.57% for the same period prior year.

 

The provision for loan and lease losses totaled $743,000 for the three months ended March 31, 2014 and $1.0 million for the same period in 2013. The decrease in provision expense was largely attributable to an overall improvement in credit quality.

 

Noninterest income for the three months ended March 31, 2014 of $6.3 million was down $322,000 or 4.9% compared to the same period in 2013. The main drivers behind the decrease in noninterest income included; realized gains on the sale of available-for-sale securities (down $273,000), FDIC indemnification accretion (down $180,000), income from a Small Business Investment Company (down $188,000), non-recurring write-offs of fixed assets related to a rebranding strategy (down $89,000), servicing related loan fees (down $67,000), and BOLI income (down $50,000). Partially offsetting these items were service charges on deposit accounts (up $208,000) and card services income (up $375,000).

 

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Noninterest expenses for the quarter ended March 31, 2014 were up $440,000 or 1.5% from the same period in 2013. This increase was primarily related to an increase in the number of employees, normal annual merit and market increases and higher incentive accruals.

 

Insurance Segment

The insurance segment reported net income of $896,000 for the three months ended March 31, 2014, up $19,000 or 2.2% from the first quarter of 2013. Noninterest income for the first quarter of 2014 was up $181,000 or 2.6% compared to the same period in 2013. Noninterest expenses for the three months ended March 31, 2014, were up $162,000 or 2.9% compared to the first quarter of 2013. Salaries and benefits costs were the largest contributors to the increase in noninterest expense compared to the same period last year.

 

Wealth Management Segment

The wealth management segment reported net income of $838,000 for the three months ended March 31, 2014, up $47,000 or 5.9% compared to the first quarter of 2013. Noninterest income for the first quarter of 2014 was $4.2 million, which is up $39,000 or 0.9% compared to prior year. Noninterest expenses for the three months ended March 31, 2014, were down $58,000 or 1.9% compared to the same period of 2013, mainly due to lower incentive based compensation.

 

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Average Consolidated Statements of Condition and Net Interest Analysis (Unaudited)

 

   Year to Date Period Ended   Year to Date Period Ended 
   March 31, 2014   March 31, 2013 
   Average           Average         
   Balance       Average   Balance       Average 
(Dollar amounts in thousands)  (YTD)   Interest   Yield/Rate   (YTD)   Interest   Yield/Rate 
ASSETS                                    
Interest-earning assets                              
Interest-bearing balances due from banks Securities (1)  $1,026   $1    0.40%  $3,908   $7    0.73%
U.S. Government securities   1,284,771    7,373    2.33%   1,297,578    6,794    2.12%
Trading securities   10,832    112    4.19%   16,126    165    4.15%
State and municipal (2)   88,037    1,109    5.11%   100,089    1,299    5.26%
Other securities (2)   5,194    44    3.44%   9,158    90    3.99%
Total securities   1,388,834    8,638    2.52%   1,422,951    8,348    2.38%
FHLBNY and FRB stock   20,137    210    4.23%   18,859    185    3.98%
                               
Total loans and leases, net of unearned income (2)(3)   3,192,520    37,399    4.75%   2,963,737    36,567    5.00%
Total interest-earning assets   4,602,517    46,248    4.08%   4,409,455    45,107    4.15%
                               
Other assets   379,516              490,272           
                               
Total assets   4,982,033              4,899,727           
                               
LIABILITIES & EQUITY                              
Deposits                              
Interest-bearing deposits                              
Interest bearing checking, savings,  & money market   2,287,871    1,097    0.19%   2,269,900    1,418    0.25%
Time deposits   888,474    1,645    0.75%   979,860    1,968    1.02%
Total interest-bearing deposits   3,176,345    2,742    0.35%   3,249,760    3,386    0.42%
Federal funds purchased & securities sold under agreements to repurchase   162,348    817    2.04%   198,707    1,010    2.06%
Other borrowings   248,678    1,209    1.97%   119,606    1,168    3.96%
Trust preferred debentures   37,184    570    6.22%   43,675    687    6.38%
Total interest-bearing liabilities   3,624,555    5,338    0.60%   3,611,748    6,251    0.70%
                               
Noninterest bearing deposits   834,864              771,761           
Accrued expenses and other liabilities   54,099              72,941           
Total liabilities   4,513,518              4,456,450           
                               
Tompkins Financial Corporation Shareholders’ equity   467,048              441,810           
Noncontrolling interest   1,467              1,467           
                               
Total equity   468,515              443,277           
                               
Total liabilities and equity  $4,982,033             $4,899,727           
Interest rate spread             3.48%             3.45%
Net interest income/margin on earning assets        40,910    3.60%        38,856    3.57%
                               
Tax Equivalent Adjustment        (883)             (650)     
                               
Net interest income per consolidated financial statements       $40,027             $38,206      

1 Average balances and yields on available-for-sale securities are based on historical amortized cost

2 Interest income includes the tax effects of taxable-equivalent adjustments using a combined New York State and Federal effective income tax rate of 40% to increase tax exempt interest income to taxable-equivalent basis.

3 Nonaccrual loans are included in the average asset totals presented above.  Payment received on nonaccrual loans have been recognized as disclosed in Note 1 of the Company’s condensed consolidated financial statements included in Part 1 of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2013.

 

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Net Interest Income 

Net interest income is the Company’s largest source of revenue, representing 69.7% of total revenues for the three months ended March 31, 2014, compared to 68.7% for the same period in 2013. Net interest income is dependent on the volume and composition of interest earning assets and interest-bearing liabilities and the level of market interest rates. The Company’s net interest income over the past several years has benefitted from steady growth in average earning assets, as well as lower funding costs. However, with deposit rates at historically low levels, the downward pricing of these liabilities has slowed, which has placed pressure on net interest margin. The taxable equivalent net interest margin was 3.60% for the three month period ended March 31, 2014, as compared to 3.57% for the same period in 2013. The improvement in the first quarter 2014 net interest margin compared to the first quarter of 2013 was mainly a result of lower funding costs, which were partially offset by lower yields on earning assets. The impact of lower market rates on the first quarter 2014 yield on average earning assets was lessened by the increase in average loan balances as a percentage of total average earning assets. Average loan balances represented about 69.4% of average earning assets in the first quarter of 2014, up from 67.2% in the first quarter of 2013.

 

The above table shows average interest-earning assets and interest-bearing liabilities, and the corresponding yield or cost associated with each. Taxable-equivalent net interest income for the three ended March 31, 2014 was $40.9 million up 5.3% when compared to the same period in 2013. The increase was due to an increase in average earning assets, as well as a decrease in funding costs.

 

Taxable-equivalent interest income for the first quarter of 2014 was $46.2 million, up 2.5% when compared to the first quarter of 2013. The increase in taxable-equivalent interest income was mainly the result of an increase in average loans, which was somewhat offset by a decrease in the yield on average loans. Average loan balances for the three months ended March 31, 2014 were up $228.8 million or 7.7%, while the average yield decreased 25 basis points to 4.75% from the same period in 2013. Average securities balances for the first quarter of 2014 decreased $34.1 million or 2.4% as compared to average balances in the first quarter of 2013, while the average yield increased 14 basis points to 2.52%.

 

Interest expense for the first quarter of 2014 decreased by $913,000 or 14.6% compared to the first quarter of 2013, reflecting lower average rates paid on deposits and borrowings partially offset by a slight increase in interest bearing liabilities. The average rate paid on interest bearing deposits during the first quarter of 2014 was 0.35% or 7 basis points lower than the average rate paid in the first quarter of 2013. Average interest bearing deposits for the first quarter of 2014 were down $73.4 million or 2.3% compared to the same period in 2013. The decrease in average interest bearing deposits was mainly offset by an increase in average noninterest bearing deposits, which were up $63.1 million or 8.2% in the first quarter of 2014 over the first quarter of 2013. For the first three months of 2014, the average cost of total deposits, inclusive on noninterest bearing deposits was 0.28% compared to 0.34% for the first three months of 2013. Average other borrowings for the first quarter increased by $129.1 million or 107.9% compared to the first quarter of 2013. The increase in average borrowings was mainly in overnight borrowings with the FHLB, which contributed to the decrease in average funding cost in this category in 2014.

 

Provision for Loan and Lease Losses

The provision for loan and lease losses represents management’s estimate of the amount necessary to maintain the allowance for loan and lease losses at an adequate level. The provision for loan and lease losses was $743,000 for the first quarter of 2014, as compared to $1.0 million for the same period in 2013. The 28.4% decrease in provision for loan and lease losses for the three month comparative periods is mainly a result of improvements in credit quality. Over the past several quarters, the Company has reported improvements in asset quality metrics; current levels of nonperforming loans and criticized and classified loans are down from the same period prior year.

 

Noninterest Income 

Noninterest income was $17.4 million for the first quarter of 2014, which was in line with the same period prior year. Noninterest income represented 30.3% of total revenue for the first quarter of 2014, compared to 31.3% for the same period in 2013.

 

Insurance commissions and fees were $7.3 million for the first quarter of 2014, which was in line with the same period prior year. Commissions from commercial lines, personal insurance lines and health and employee benefits were up in 2014 over the same period in 2013. The increase was mainly offset by lower commissions on customized risk management plans using life, disability and long-term care insurance products.

 

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Investment services income was $4.0 million in first quarter of 2014, an increase of 5.9% from $3.8 million in the first quarter of 2013. The increase was mainly attributed to increases in assets under management, reflecting new business and higher equities markets. Investment services income includes trust services, financial planning, wealth management services, and brokerage related services. With fees largely based on the market value and the mix of assets managed, the general direction of the stock market can have a considerable impact on fee income. The fair value of assets managed by, or in custody of, Tompkins was $3.5 billion at March 31, 2014, up 2.9% from $3.4 billion at March 31, 2013. These figures include $973.3 million and $1.1 billion, respectively, of Company-owned securities where Tompkins Financial Advisors is custodian.

 

Service charges on deposit accounts were up $208,000 or 10.9% for the first quarter of 2014 compared to the first quarter of 2013. The increase was mainly due to growth in noninterest bearing accounts, and account analysis fees that reflect fee increases on certain types of deposit accounts. Overdraft fees, the largest component of service charges on deposits accounts, were flat compared to prior year.

 

Card services income for the three months ended March 31, 2014 was up $374,000 or 21.5% over the same period in 2013. The increase was mainly in debit card fees and reflects accrual adjustments related to the termination of the debit card reward program in December 2013. Favorable trends in the number of debit cards issued and transaction volume have been partially offset by lower interchange fees.

 

For the three months ended March 31, 2014 and March 31, 2013, the Company recognized $94,000 and $273,000, respectively, in gains on sales of available-for-sale investment securities as a result of general portfolio maintenance and interest rate risk management.

 

Other income was $1.8 million and $2.4 million for the first quarters of 2014 and 2013, respectively. The significant components of other income are other service charges, increases in cash surrender value of corporate owned life insurance (“COLI”), gains on the sales of residential mortgage loans, FDIC Indemnification accretion and income from miscellaneous equity investments. Decline in COLI revenue, loan related fees, and income from miscellaneous investments contributed to the decline for first quarter 2014. Accretion related to FDIC Indemnification in the first quarter of 2014 was down $180,000 from the same period prior year.

 

Noninterest Expense

Noninterest expense was $38.2 million for the first quarter of 2014, up 1.8% compared to the first quarter of 2013. The increase in noninterest expense compared to the same period prior year is mainly a result of higher salary and wages expense.

 

Salaries and wages expense increased by $1.1 million or 6.9% in the first quarter of 2014 compared to the same period in 2013. The increase is mainly a result of normal increases over the course of the year. Pension and other employee related benefits were flat for the first quarter of 2014 compared to the same period in 2013.

 

Overall, all other expense categories remained relatively flat compared to the same period prior year.

 

Income Tax Expense

The provision for income taxes provides for Federal and New York State income taxes. The provision for income taxes was $5.9 million for an effective rate of 31.9% for the first quarter of 2014, compared to tax expense of $5.5 million and an effective rate of 32.3% for the same quarter in 2013. The effective rates differ from the U.S. statutory rate of 35.0% during the comparable periods primarily due to the effect of tax-exempt income from loans, securities and life insurance assets.

 

FINANCIAL CONDITION

 

Total assets were $5.0 billion at March 31, 2014, up $38.8 million or 0.8% over December 31, 2013. The growth over year-end was primarily attributable to growth in originated loans, which were up $28.3 million or 1.1% and growth in available-for-sale securities, which were up $24.8 million or 1.8%. This growth was partially offset by a decrease in acquired loans, which were down $18.4 million or 2.8%. Total deposits increased $158.0 million or 4.0% compared to December 31, 2013, mainly a result of an inflow of municipal deposits. Other borrowings decreased $116.9 million or 35.3% from December 31, 2013, as a result of the paydown of short-term advances with the FHLB.

 

Securities

As of March 31, 2014, total securities were $1.4 billion or 27.9% of total assets, compared to $1.4 billion or 27.7% of total assets at year-end 2013, and $1.6 billion or 31.1% at March 31, 2013. The following table details the composition of available-for-sale and held-to-maturity securities.

 

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Available-for-Sale Securities            
   03/31/2014   12/31/2013 
(in thousands)  Amortized Cost   Fair Value   Amortized Cost1   Fair Value 
             
Obligations of U.S. Government sponsored entities  $543,889   $546,398   $558,130   $556,345 
Obligations of U.S. states and political subdivisions   69,066    69,366    68,216    67,962 
Mortgage-backed securities                    
U.S. Government agencies   140,583    140,970    147,766    146,678 
U.S. Government sponsored entities   626,994    619,025    587,843    577,472 
Non-U.S. Government agencies or sponsored entities   297    302    306    311 
U.S. corporate debt securities   2,500    2,125    5,000    4,633 
Total debt securities   1,383,329    1,378,186    1,367,261    1,353,401 
Equity securities   1,475    1,414    1,475    1,410 
Total available-for-sale securities  $1,384,804   $1,379,600   $1,368,736   $1,354,811 

 

Held-to-Maturity Securities
   03/31/2014   12/31/2013 
(in thousands)  Amortized Cost   Fair Value   Amortized Cost   Fair Value 
Obligations of U.S. states and political subdivisions  $18,820   $19,434   $18,980   $19,625 
Total held-to-maturity debt securities  $18,820   $19,434   $18,980   $19,625 

 

The decrease in the fair value of the available-for-sale portfolio was due to the changes in interest rates during the first quarter of 2014. The rise in interest rates during the quarter resulted in a decrease in the unrealized gains in the available-for-sale portfolio. Management’s policy is to purchase investment grade securities that on average have relatively short duration, which helps mitigate interest rate risk and provides sources of liquidity without significant risk to capital. The decrease in the held-to-maturity portfolio was due to maturities and calls during the three month period ended March 31, 2014.

 

The Company has no investments in preferred stock of U.S. government sponsored entities and no investments in pools of Trust Preferred securities. Quarterly, the Company evaluates all investment securities with a fair value less than amortized cost to identify any other-than-temporary impairment as defined under generally accepted accounting principles.

 

As a result of the other-than-temporarily impairment review process, the Company does not consider any investment security held at March 31, 2014 to be other-than-temporarily impaired. Future changes in interest rates or the credit quality and credit support of the underlying issuers may reduce the market value of these and other securities. If such decline is determined to be other than temporary, the Company will record the necessary charge to earnings and/or accumulated other comprehensive income to reduce the securities to their then current fair value.

 

The Company maintains a trading portfolio with a fair value of $10.5 million as of March 31, 2014, compared to $11.0 million at December 31, 2013. The decrease in the trading portfolio reflects maturities or payments during the three months ended March 31, 2014. For the three months ended March 31, 2014, net mark-to-market losses related to the securities trading portfolio were $59,000, compared to net mark-to-market losses of $115,000 for the same period in 2013.

 

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Loans and Leases  

                           

Loans and leases at March 31, 2014 and December 31, 2013 were as follows:

 

   03/31/2014   12/31/2013 
(in thousands)  Originated   Acquired   Total Loans and Leases   Originated   Acquired   Total Loans and Leases 
Commercial and industrial                              
Agriculture  $53,261   $0   $53,261   $74,788   $0   $74,788 
Commercial and industrial other   577,784    129,878    707,662    562,439    128,503    690,942 
Subtotal commercial and industrial   631,045    129,878    760,923    637,227    128,503    765,730 
Commercial real estate                              
Construction   53,380    40,655    94,035    46,441    39,353    85,794 
Agriculture   57,225    3,055    60,280    52,627    3,135    55,762 
Commercial real estate other   922,024    351,095    1,273,119    903,320    366,438    1,269,758 
Subtotal commercial real estate   1,032,629    394,805    1,427,434    1,002,388    408,926    1,411,314 
Residential real estate                              
Home equity   173,169    64,039    237,208    171,809    67,183    238,992 
Mortgages   663,335    34,704    698,039    658,966    35,336    694,302 
Subtotal residential real estate   836,504    98,743    935,247    830,775    102,519    933,294 
Consumer and other                              
Indirect   19,902    2    19,904    21,202    5    21,207 
Consumer and other   32,154    1,156    33,310    32,312    1,219    33,531 
Subtotal consumer and other   52,056    1,158    53,214    53,514    1,224    54,738 
Leases   5,529    0    5,529    5,563    0    5,563 
Covered loans   0    24,106    24,106    0    25,868    25,868 
Total loans and leases   2,557,763    648,690    3,206,453    2,529,467    667,040    3,196,507 
Less: unearned income and deferred costs and fees   (2,241)   0    (2,241)   (2,223)   0    (2,223)
Total loans and leases, net of unearned income and deferred costs and fees  $2,555,522   $648,690   $3,204,212   $2,527,244   $667,040   $3,194,284 

  

Residential real estate loans, including home equity loans at March 31, 2014 were $935.2 million, and comprised 29.2% of total loans and leases. Balances were comparable to year-end 2013. Growth in residential loan balances is impacted by the Company’s decision to retain these loans or sell them in the secondary market due to interest rate considerations. The Company’s Asset/Liability Committee meets regularly and establishes standards for selling and retaining residential real estate mortgage originations.

 

Prior to August 2012, any residential real estate loans that were sold were generally sold to Federal Home Loan Mortgage Corporation (“FHLMC”) or State of New York Mortgage Agency (“SONYMA”). With the acquisition of VIST on August 1, 2012, the Company also sells loans to other third parties, including money center banks. Residential real estate loans are generally sold without recourse in accordance with standard secondary market loan sale agreements and are also subject to customary representations and warranties made by the Company, including representations and warranties related to gross incompetence and fraud. The Company has not had to repurchase any loans as a result of these general representations and warranties. While in the past in rare circumstances the Company agreed to sell residential real estate loans with recourse, the Company has not done so in the past several years and the amount of such loans included on the Company’s balance sheet at March 31, 2014 is insignificant. The Company has never had to repurchase a loan sold with recourse.

 

During the first three months of 2014 and 2013, the Company sold residential mortgage loans totaling $2.6 million and $0.7 million, respectively, and realized gains on these sales of $50,000 and $29,000, respectively. These residential real estate loans were sold without recourse in accordance with standard secondary market loan sale agreements. When residential mortgage loans are sold, the Company typically retains all servicing rights, which provides the Company with a source of fee income. Mortgage servicing rights, at amortized basis, totaled $1.0 million at March 31, 2014 and December 31, 2013.

 

The Company has not originated any hybrid loans, such as payment option ARMs. The Company underwrites residential real estate loans in accordance with secondary market standards in effect at the time of origination, including loan-to-value (“LTV”) and documentation requirements. The Company does not underwrite low or reduced documentation loans other than those that meet secondary market standards for low or reduced documentation loans. In those instances, W-2’s and paystubs are used instead of sending Verification of Employment forms to employers to verify income and bank deposit statements are used instead of Verification of Deposit forms mailed to financial institutions to verify deposit balances.

 

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Commercial real estate loans were $1.4 billion, and represented 44.5% of total loans as of March 31, 2014. Commercial and industrial loans at March 31, 2014 were $760.9 million, and represented 23.7% of total loans. As of March 31, 2014, agriculturally-related loans totaled $113.5 million or 3.5% of total loans and leases, down from $130.6 million or 4.1% of total loans and leases at December 31, 2013. There is generally an increase in agriculturally-related loans at year end related to tax planning and these loans are typically paid down over the first part of the year. Agriculturally-related loans include loans to dairy farms and cash and vegetable crop farms. Agriculturally-related loans are primarily made based on identified cash flows of the borrower with consideration given to underlying collateral, personal guarantees, and government related guarantees. Agriculturally-related loans are generally secured by the assets or property being financed or other business assets such as accounts receivable, livestock, equipment or commodities/crops.

 

The acquired loans in the above table reflect loans acquired in the acquisition of VIST Financial Corp. during the third quarter of 2012. The acquired loans were recorded at fair value pursuant to the purchase accounting guidelines in FASB ASC 805 – “Fair Value Measurements and Disclosures” (as determined by the present value of expected future cash flows) with no valuation allowance (i.e., the allowance for loan losses). Upon acquisition, the Company evaluated whether each acquired loan (regardless of size) was within the scope of ASC 310-30, “Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality”.

 

The carrying value of acquired loans acquired and accounted for in accordance with ASC Subtopic 310-30, “Receivables Loans and Debt Securities Acquired with Deteriorated Credit Quality,” was $43.2 million at March 31, 2014, as compared to $46.8 million at December 31, 2013. Under ASC Subtopic 310-30, loans may be aggregated and accounted for as pools of loans if the loans being aggregated have common risk characteristics. The Company elected to account for the loans with evidence of credit deterioration individually rather than aggregate them into pools. The difference between the undiscounted cash flows expected at acquisition and the investment in the acquired loans, or the “accretable yield,” is recognized as interest income utilizing the level-yield method over the life of each loan. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “non-accretable difference,” are not recognized as a yield adjustment, as a loss accrual or as a valuation allowance.

 

Increases in expected cash flows subsequent to the acquisition are recognized prospectively through an adjustment of the yield on the loans over the remaining life. Subsequent decreases to the expected cash flows require us to evaluate the need for an addition to the allowance for loan losses. Valuation allowances (recognized in the allowance for loan losses) on these impaired loans reflect only losses incurred after the acquisition (representing all cash flows that were expected at acquisition but currently are not expected to be received).

 

The carrying value of loans not exhibiting evidence of credit impairment at the time of the acquisition (i.e. loans outside of the scope of ASC 310-30) was $605.5 million at March 31, 2014. The fair value of the acquired loans not exhibiting evidence of credit impairment was determined by projecting contractual cash flows discounted at risk-adjusted interest rates.

 

The carrying value of the acquired loans reflects management’s best estimate of the amount to be realized from the acquired loan and lease portfolios. However, the amounts the Company actually realizes on these loans could differ materially from the carrying value reflected in these financial statements, based upon the timing of collections on the acquired loans in future periods, underlying collateral values and the ability of borrowers to continue to make payments.

 

Purchased performing loans were recorded at fair value, including a credit discount. Credit losses on acquired performing loans are estimated based on analysis of the performing portfolio. The purchased performing portfolio also included a general interest rate mark (premium). Both the credit discount and interest rate mark are accreted/amortized as a yield adjustment over the estimated lives of the loans. Interest is accrued daily on the outstanding principal balance of purchased performing loans.

 

At March 31, 2014, acquired loans included $24.1 million of covered loans. VIST Financial Corp had acquired these loans in an FDIC assisted transaction in the fourth quarter of 2010. In accordance with loss sharing agreements with the FDIC, certain losses and expenses relating to covered loans may be reimbursed by the FDIC at 70% or, if certain levels of reimbursement are reached, 80%. See Note 7 – “FDIC Indemnification Asset Related to Covered Loans” in the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q.

 

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The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. Management reviews these policies and procedures on a regular basis. The Company discussed its lending policies and underwriting guidelines for its various lending portfolios in Note 6 – “Loans and Leases” in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. There have been no significant changes in these policies and guidelines. As such, these policies are reflective of new originations as well as those balances held at March 31, 2014. The Company’s Board of Directors approves the lending policies at least annually. The Company recognizes that exceptions to policy guidelines may occasionally occur and has established procedures for approving exceptions to these policy guidelines. Management has also implemented reporting systems to monitor loan originations, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans.

 

The Company’s loan and lease customers are located primarily in the New York and Pennsylvania communities served by its four subsidiary banks. Although operating in numerous communities in New York State and Pennsylvania, the Company is still dependent on the general economic conditions of these states. Other than geographic and general economic risks, management is not aware of any material concentrations of credit risk to any industry or individual borrower.

 

The Allowance for Loan and Lease Losses

 

Originated Loans and Leases 

Management reviews the appropriateness of the allowance for loan and lease losses (“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 portfolio and the material effect that assumptions could 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 assure that an appropriate allowance is maintained. The Company’s methodology is based upon guidance provided in SEC Staff Accounting Bulletin No. 102, Selected Loan Loss Allowance Methodology and Documentation Issues and allowance allocations are calculated in accordance with ASC Topic 310, Receivables and ASC Topic 450, Contingencies.

 

The Company’s methodology for determining and allocating the allowance for loan and lease losses focuses on ongoing reviews of larger individual loans and leases, historical net charge-offs, delinquencies in the loan and lease portfolio, the level of impaired and nonperforming loans, values of underlying loan and lease collateral, changes in anticipated cash flows of acquired loans, the overall risk characteristics of the portfolios, changes in character or size of the portfolios, geographic location, current economic conditions, changes in capabilities and experience of lending management and staff, and other relevant factors. The various factors used in the methodologies are reviewed on a regular basis.

 

At least annually, management reviews all commercial and commercial real estate loans exceeding a certain threshold and assigns a risk rating. The Company uses an internal loan rating system of pass credits, special mention loans, substandard loans, doubtful loans, and loss loans (which are fully charged off). The definitions of “special mention”, “substandard”, “doubtful” and “loss” are consistent with banking regulatory definitions. Factors considered in assigning loan ratings include: the customer’s ability to repay based upon the customer’s expected future cash flow, operating results, and financial condition; value of the underlying collateral, if any; and the economic environment and industry in which the customer operates. Special mention loans have potential weaknesses that if left uncorrected may result in deterioration of the repayment prospects and a downgrade to a more severe risk rating. A substandard loan credit has a well-defined weakness which makes payment default or principal exposure likely, but not yet certain. There is a possibility that the Company will sustain some loss if the deficiencies are not corrected. A doubtful loan has a high possibility of loss, but the extent of the loss is difficult to quantify because of certain important and reasonably specific pending factors.

 

At least quarterly, management reviews all commercial and commercial real estate loans and leases and agriculturally related loans with an outstanding principal balance of over $500,000 that are internally risk rated as special mention or worse, giving consideration to payment history, debt service payment capacity, collateral support, strength of guarantors, local market trends, industry trends, and other factors relevant to the particular borrowing relationship. Through this process, management identifies impaired loans. For loans and leases considered impaired, estimated exposure amounts are based upon collateral values or present value of expected future cash flows discounted at the original effective rate of each loan. For commercial loans, commercial mortgage loans, and agricultural loans not specifically reviewed, and for homogenous loan portfolios such as residential mortgage loans and consumer loans, estimated exposure amounts are assigned based upon historical net loss experience and current charge-off trends, past due status, and management’s judgment of the effects of current economic conditions on portfolio performance.

 

Since the methodology is based upon historical experience and trends as well as management’s judgment, factors may arise that result in different estimations. Significant factors that could give rise to changes in these estimates may include, but are not limited to, changes in economic conditions in the local area, concentration of risk, changes in interest rates, and declines in local property values. Based on its evaluation of the allowance as of March 31, 2014, management considers the allowance to be appropriate. Under adversely different conditions or assumptions, the Company would need to increase or decrease the allowance.

 

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Acquired Loans and Leases

 

Acquired loans accounted for under ASC 310-30

 

For our acquired loans, our allowance for loan losses is estimated based upon our expected cash flows for these loans. To the extent that we experience a deterioration in borrower credit quality resulting in a decrease in our expected cash flows subsequent to the acquisition of the loans, an allowance for loan losses would be established based on our estimate of future credit losses over the remaining life of the loans.

 

Acquired loans accounted for under ASC 310-20

 

We establish our allowance for loan losses through a provision for credit losses based upon an evaluation process that is similar to our evaluation process used for originated loans. This evaluation, which includes a review of loans on which full collectability may not be reasonably assured, considers, among other matters, the estimated fair value of the underlying collateral, economic conditions, historical net loan loss experience, carrying value of the loans, which includes the remaining net purchase discount or premium, and other factors that warrant recognition in determining our allowance for loan losses.

 

The tables below provide, as of the dates indicated, an allocation of the allowance for probable and inherent loan losses by type. The allocation is neither indicative of the specific amounts or the loan categories in which future charge-offs may occur, nor is it an indicator of future loss trends. The allocation of the allowance to each category does not restrict the use of the allowance to absorb losses in any category.

  

(in thousands)  03/31/2014   12/31/2013   03/31/2013 
                
Allowance for originated loans and leases               
Commercial and industrial  $8,769   $8,406   $7,037 
Commercial real estate   10,415    10,459    10,644 
Residential real estate   5,368    5,771    5,036 
Consumer and other   2,109    2,059    1,879 
Leases   0    5    2 
Total  $26,661   $26,700   $24,598 

 

(in thousands)  03/31/2014   12/31/2013   03/31/2013 
                
Allowance for acquired loans               
Commercial and industrial  $298   $168   $0 
Commercial real estate   819    770    63 
Residential real estate   70    274    0 
Consumer and other   166    58    0 
Total  $1,353   $1,270   $63 

  

As of March 31, 2014, the total allowance for loan and lease losses was $28.0 million, which was in line with year-end 2013. The favorable impact on the allowance or improved asset quality was partially offset by growth in the originated loan portfolio. Loans internally-classified Special Mention, Substandard and Doubtful were down from prior year as were the level of nonperforming loans and leases. The allowance for loan and lease losses covered 78.88% of nonperforming loans and leases as of March 31, 2014, compared to 71.65% at December 31, 2013, and 66.16% at March 31, 2013.

 

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The Company’s allowance for originated loan and lease losses totaled $26.7 million at March 31, 2014, which represented 1.04% of total originated loans, compared to 1.06% at December 31, 2013 and 1.11% at March 31, 2013. Originated loans internally-classified as Special Mention, Substandard and Doubtful totaled $77.6 million at March 31, 2014, which were in line with December 31, 2013, and down $14.2 million or 15.5% compared to March 31, 2013. The decrease is mainly due to paydowns of classified assets and upgrades of risk ratings in our commercial real estate, agriculture loan, and commercial real estate construction portfolios as a result of improving financial conditions of our commercial and agricultural customers. The allocations in the above table are fairly consistent between December 31, 2013 and March 31, 2014. The decrease in the residential real estate allocation reflected slower growth, lower nonperforming loans and overall improvement in the housing market. The increase in the allocation for commercial and industrial loans was mainly a result of a slight uptick in the historical loss component, which is based on average losses in the portfolio.

 

The allowance for acquired loans was fairly consistent between December 31, 2013 and March 31, 2014. The amount of acquired loans internally-classified as Special Mention, Substandard and Doubtful totaled $49.1 million at March 31, 2014, down from $50.9 million at year-end 2013 and $74.3 million at March 31, 2013. Loan pay downs and the movement of loans to other real estate owned have contributed to the decrease from year-end. Nonaccrual loans in the acquired portfolio decreased from $8.5 million at year-end 2013 to $6.9 million at March 31, 2014.

 

Activity in the Company’s allowance for loan and lease losses during the first three months of 2014 and 2013 is illustrated in the table below.

  

Analysis of the Allowance for Originated Loan and Lease Losses
     
(in thousands)   03/31/2014    12/31/2013    03/31/2013 
Average originated loans outstanding during period  $2,532,952   $2,307,493   $2,161,200 
Balance of originated allowance at beginning of year  $26,700   $24,643   $24,643 
                
ORIGINATED LOANS CHARGED-OFF:               
Commercial and industrial   121    1,605    390 
Commercial real estate   180    651    346 
Residential real estate   193    752    192 
Consumer and other   252    1,282    264 
Total loans charged-off  $746   $4,290   $1,192 
                
RECOVERIES OF ORIGINATED LOANS PREVIOUSLY CHARGED-OFF:               
Commercial and industrial   65    4,162    160 
Commercial real estate   2    718    78 
Residential real estate   12    48    2 
Consumer and other   117    419    87 
Total loans recoveries  $196   $5,347   $327 
Net loans charged-off (recovered)   550    (1,057)   865 
Additions to originated allowance charged to operations   511    1,000    820 
Balance of originated allowance at end of period  $26,661   $26,700   $24,598 
Allowance for originated loans and leases as a percentage of originated loans and leases   1.04%   1.06%   1.11%
Annualized net charge-offs (recoveries) on originated loans to average total originated loans and leases during the period   0.09%   (0.05%)   0.16%

 

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Analysis of the Allowance for Acquired Loan Losses
     
(in thousands)   03/31/2014    12/31/2013    03/31/2013 
Average acquired loans outstanding during period  $659,568   $746,045   $802,473 
Balance of acquired allowance at beginning of year   1,270    0    0 
                
ACQUIRED LOANS CHARGED-OFF:               
Commercial and industrial   19    2,991    23 
Commercial real estate   25    179    0 
Residential real estate   99    696    107 
Consumer and other   6    25    25 
Total loans charged-off  $149   $3,891   $155 
                
Net loans charged-off   149    3,891    155 
Additions to acquired allowance charged to operations   232    5,161    218 
Balance of acquired allowance at end of period  $1,353   $1,270   $63 
Allowance for acquired loans as a percentage of acquired loans outstanding acquired loans and leases   0.21%   0.17%   0.01%
Annualized net charge-offs on acquired loans as a percentage of average acquired loans and leases outstanding during the period   0.09%   0.52%   0.08%
Annualized total net charge-offs as a percentage of average loans and leases outstanding during the period   0.09%   0.09%   0.14%

  

Net loan and lease charge-offs totaled $699,000 for the period ending March 31, 2014, compared to $1.0 million for the same period in 2013. Annualized net charge offs for the three months ended March 31, 2014 as a percentage of average total loans and leases was 0.09% compared to 0.09% for the twelve months ended December 31, 2013 and 0.14% for the three months ended March 31, 2013. The most recent peer percentage is 0.29%. The peer data is from the Federal Reserve Board and represents banks or bank holding companies with assets between $3.0 billion and $10.0 billion. The peer data is as of December 31, 2013, the most recent data available.

 

The provision for loan and lease losses was $743,000 for the three months ended March 31, 2014, compared to $1.0 million for the same period in 2013. Improved asset quality metrics contributed to the year-over-year decrease in provision expense.

 

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Analysis of Past Due and Nonperforming Loans
(in thousands)  03/31/20141   12/31/20131   03/31/20131 
Loans 90 days past due and accruing               
Commercial and industrial  $0   $0   $0 
Commercial real estate   278    161    0 
Residential real estate   61    446    157 
Total loans 90 days past due and accruing   339    607    157 
Nonaccrual loans               
Commercial and industrial   1,343    1,679    1,299 
Commercial real estate   21,445    23,364    24,782 
Residential real estate   10,885    13,086    10,798 
Consumer and other   237    254    236 
Total nonaccrual loans   33,910    38,383    37,115 
Troubled debt restructurings not included above   1,266    45    0 
Total nonperforming loans and leases   35,515    39,035    37,272 
Other real estate owned   5,351    4,253    3,950 
Total nonperforming assets  $40,866   $43,288   $41,222 
Allowance as a percentage of nonperforming loans and leases   78.88%   71.65%   66.16%
Total nonperforming loans and leases as percentage of total loans and leases   1.11%   1.22%   1.24%
Total nonperforming assets as percentage of total assets   0.81%   0.87%   0.83%

1The March 31, 2014, December 31, 2013, and March 31, 2013 columns in the above table exclude $4.9 million, $7.0 million, and $17.8 million, respectively, of acquired loans that are 90 days past due and accruing interest.  These loans were originally recorded at fair value on the acquisition date of August 1, 2012.  These loans are considered to be accruing as we can reasonably estimate future cash flows on these acquired loans and we expect to fully collect the carrying value of these loans.  Therefore, we are accreting the difference between the carrying value of these loans and their expected cash flows into interest income.

Nonaccrual loans at March 31, 2014, December 31, 2013, and March 31, 2013 include $6.9 million and $8.5 million, and 4.6 million, respectively, of nonaccrual acquired loans.  

 

Nonperforming assets include nonaccrual loans, troubled debt restructurings (“TDR”), and foreclosed real estate/other real estate owned. Nonperforming assets represented 0.81% of total assets at March 31, 2014, compared to 0.87% at December 31, 2013, and 0.83% at March 31, 2013. The Company’s ratio of nonperforming assets to total assets continues to compare favorably to our peer group’s most recent ratio of 1.69% at December 31, 2013.

 

Total nonperforming loans and leases were down $3.5 million or 9.0% from year end 2013, and down $1.8 million or 4.7% from March 31, 2013. A breakdown of nonperforming loans by portfolio segment is shown above. Commercial real estate loans represent the largest component of nonperforming loans. Nonperforming commercial real estate loans include two relationships totaling $9.3 million at March 31, 2014 and $9.6 million at December 31, 2013. Both of these relationships are considered impaired and have been charged down to fair value.

 

Loans are considered modified in a TDR when, due to a borrower’s financial difficulties, the Company makes a concession(s) to the borrower that it would not otherwise consider and the borrower could not obtain elsewhere. These modifications may include, among others, an extension of the term of the loan, and granting a period when interest-only payments can be made, with the principal payments made over the remaining term of the loan or at maturity. TDRs are included in the above table within the following categories: “loans 90 days past due and accruing”, “nonaccrual loans”, or “troubled debt restructurings not included above”. Loans in the latter category include loans that meet the definition of a TDR but are performing in accordance with the modified terms and therefore classified as accruing loans. At March 31, 2014 the Company had $6.4 million in TDRs, of that total $5.1million were reported as nonaccrual and $1.3 million were considered performing and included in the table above.

 

In general, the Company places a loan on nonaccrual status if principal or interest payments become 90 days or more past due and/or management deems the collectability of the principal and/or interest to be in question, as well as when required by applicable regulations. Although in nonaccrual status, the Company may continue to receive payments on these loans. These payments are generally recorded as a reduction to principal, and interest income is recorded only after principal recovery is reasonably assured.

 

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The Company’s recorded investment in loans and leases that are considered impaired totaled $29.5 million at March 31, 2014, and $26.9 million at December 31, 2013. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans consist of our non-homogenous nonaccrual loans, and all TDRs. Specific reserves on individually identified impaired loans that are not collateral dependent are measured based on the present value of expected future cash flows discounted at the original effective interest rate of each loan. For loans that are collateral dependent, impairment is measured based on the fair value of the collateral less estimated selling costs, and such impaired amounts are generally charged off.

 

The year-to-date average recorded investment in impaired loans and leases was $29.6 million at March 31, 2014, $29.0 million at December 31, 2013, and $25.8 million at March 31, 2013. At March 31, 2014 there was a specific reserve of $79,000 on impaired loans compared to $250,000 of specific reserves at December 31, 2013 and $63,000 of specific reserves at March 31, 2013. The specific reserve of $79,000 reported at March 31, 2014 is related to one loan with a balance totaling $464,000. The majority of impaired loans are collateral dependent impaired loans that have limited exposure or require limited specific reserve because of the amount of collateral support with respect to these loans and previous charge-offs. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured. In these cases, interest is recognized on a cash basis.

 

The ratio of the allowance to nonperforming loans (loans past due 90 days and accruing, nonaccrual loans and restructured troubled debt) was 78.9% at March 31, 2014, improved from 71.7% in December 31, 2013, and 66.2% at March 31, 2013. The Company’s nonperforming loans are mostly made up of collateral dependent impaired loans requiring little to no specific allowance due to the level of collateral available with respect to these loans and/or previous charge-offs. The Company’s peer group ratio was 116.75% as of December 31, 2013.

 

Management reviews the loan portfolio continuously for evidence of potential problem loans and leases. Potential problem loans and leases are loans and leases that are currently performing in accordance with contractual terms, but where known information about possible credit problems of the related borrowers causes management to have doubt as to the ability of such borrowers to comply with the present loan payment terms and may result in such loans and leases becoming nonperforming at some time in the future. Management considers loans and leases classified as Substandard, which continue to accrue interest, to be potential problem loans and leases. The Company, through its internal loan review function, identified 31 commercial relationships from the originated portfolio and 24 commercial relationships from the acquired portfolio totaling $14.1 million and $19.0 million, respectively at March 31, 2014 that were potential problem loans. At December 31, 2013, the Company had identified 50 relationships totaling $14.5 million in the originated portfolio and 29 relationships totaling $11.5 million in the acquired portfolio that were potential problem loans. Of the 31 commercial relationships in the originated portfolio that were Substandard, there were 4 relationships that equaled or exceeded $1.0 million, which in aggregate totaled $8.2 million, the largest of which is $3.0 million. Of the 24 commercial relationships from the acquired loan portfolio, there were 4 relationships that equaled or exceeded $1.0 million, which in aggregate totaled $7.6 million, the largest of which is $2.6 million. The Company continues to monitor these potential problem relationships; however, management cannot predict the extent to which continued weak economic conditions or other factors may further impact borrowers. These loans remain in a performing status due to a variety of factors, including payment history, the value of collateral supporting the credits, and personal or government guarantees. These factors, when considered in the aggregate, give management reason to believe that the current risk exposure on these loans does not warrant accounting for these loans as nonperforming. However, these loans do exhibit certain risk factors, which have the potential to cause them to become nonperforming. Accordingly, management’s attention is focused on these credits, which are reviewed on at least a quarterly basis.

 

Capital

Total equity was $473.8 million at March 31, 2014, an increase of $15.9 million or 3.5% from December 31, 2013. The increase reflects growth in retained earnings and additional paid-in capital and decrease in accumulated other comprehensive loss.

 

Additional paid-in capital increased by $3.7 million, from $346.1 million at December 31, 2013, to $349.8 million at March 31, 2014. The increase is primarily attributable to $1.5 million related to shares issued under the employee stock ownership plan, $1.3 million related to shares issued for dividend reinvestment, $460,000 increase for the exercise of stock options, and $342,000 related to stock-based compensation. Retained earnings increased by $6.7 million from $137.1 million at December 31, 2013, to $143.8 million at March 31, 2014, reflecting net income of $12.6 million less dividends paid of $5.9 million. Accumulated other comprehensive loss decreased from a net unrealized loss of $25.1 million at December 31, 2013 to a net unrealized loss of $19.7 million at March 31, 2014, reflecting a $5.2 million decrease in unrealized losses on available-for-sale securities due to market rates, and a $0.2 million decrease related to postretirement benefit plans. Under regulatory requirements, amounts reported as accumulated other comprehensive income/loss related to net unrealized gain or loss on available-for-sale securities and the funded status of the Company’s defined benefit post-retirement benefit plans do not increase or reduce regulatory capital and are not included in the calculation of risk-based capital and leverage ratios.

 

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Cash dividends paid in the first three months of 2014 totaled approximately $5.9 million, representing 47.0% of year to date 2014 earnings. Cash dividends of $0.40 per common share paid in the first three months of 2014 were up 5.3% over cash dividends of $0.38 per common share paid in the first three months of 2013.

 

The Company and its banking subsidiaries are subject to various regulatory capital requirements administered by Federal banking agencies. The table below reflects the Company’s capital position at March 31, 2014, compared to the regulatory capital requirements for “well capitalized” institutions.

  

REGULATORY CAPITAL ANALYSIS            
March 31, 2014  Actual   Well Capitalized Requirement 
(dollar amounts in thousands)  Amount   Ratio   Amount   Ratio 
Total Capital (to risk weighted assets)  $451,780    13.67%  $330,406    10.00%
Tier 1 Capital (to risk weighted assets)  $423,360    12.81%  $198,243    6.00%
Tier 1 Capital (to average assets)  $423,360    8.68%  $243,812    5.00%

  

As illustrated above, the Company’s capital ratios on March 31, 2014 remain above the minimum requirements for well capitalized institutions. Total capital as a percent of risk weighted assets increased from 13.4% as of December 31, 2013 to 13.7% at March 31, 2014. Tier 1 capital as a percent of risk weighted assets increased from 12.6% at the end of 2013 to 12.8% as of March 31, 2014. Tier 1 capital as a percent of average assets was 8.7% at March 31, 2014 up from 8.5% at year end December 31, 2013.

 

As of March 31, 2014, the capital ratios for the Company’s subsidiary banks also exceeded the minimum levels required to be considered well capitalized.

 

On July 9, 2013, the FDIC’s Board of Directors approved an interim final capital rule titled: Regulatory Capital Rules: Regulatory Capital, Implementation of Basel III, Capital Adequacy, Transition Provisions, Prompt Corrective Action, Standardized Approach for Risk-weighted Assets, Market Discipline and Disclosure Requirements, Advanced Approaches Risk-Based Capital Rule, and Market Risk Capital Rule. The interim final rule makes several key changes to the regulatory capital framework that are effective for community banks beginning on January 1, 2015, with some items phasing in over a period of time. The primary focus of the new capital rule is to strengthen the quality and loss-absorbency of regulatory capital so as to enhance banks’ abilities to continue functioning as financial intermediaries, including during periods of financial stress. Provided below is a brief overview of some key aspects of the new rule. The Company is currently reviewing the key provisions of the new rule to determine its potential impact on its capital ratios. Management believes that, as of March 31, 2014, the Company and its subsidiary banks would meet all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis if such requirements were currently effective.

 

As required under Dodd-Frank, the new rules add a new capital ratio, a “common equity tier 1 capital ratio” (CET1). The primary difference between this ratio and the current tier 1 leverage ratio is that only common equity will qualify as tier 1 capital under the new ratio. The new CET1 ratio also will include most elements of accumulated other comprehensive income, including unrealized securities gains and losses, as part of both total regulatory capital (numerator) and total assets (denominator), although community banks are given the opportunity to make a one-time irrevocable election to include or not to include certain elements of other comprehensive income, most notably unrealized securities gains or losses.

 

In addition to setting higher minimum capital ratios, the new rules, introduce a new concept, a so-called “capital conservation buffer” (set at 2.5%), which must be added to each of the minimum capital ratios (which by themselves are somewhat higher than the current minimum ratios). The capital conservation buffer will be phased-in over five years. When, during economic downturns, an institution’s capital begins to erode, the first deductions from a regulatory perspective would be taken against the conservation buffer. To the extent that buffer should erode below the required level, the bank would not necessarily be required to replace the capital deficit immediately but would face restrictions on paying dividends and other negative consequences until it did so.

 

The final rules eliminated the proposed phase-out over 10 years of TRUPs as tier 1 capital for banks, such as Tompkins, that have less than $15 billion in total assets. Under the final rule, grandfathered TRUPs, such as Tompkins’ outstanding TRUP’s, would continue to qualify as tier 1 capital until they mature or are redeemed, up to a limit of 25% of tier 1 capital (for grandfathered TRUP’s and other grandfathered tier 1 capital components).

 

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The following is a summary of the capital definitions for community banks:

 

Common Equity Tier 1 Capital: The sum of common stock instruments and related surplus net of treasury stock, retained earnings, accumulated other comprehensive income (AOCI), and qualifying minority interests, minus applicable regulatory adjustments and deductions. Such deductions will include AOCI, if the organization exercises its irrevocable option not to include AOCI in capital. Mortgage-servicing assets, deferred tax assets, and investments in financial institutions are limited to 15 percent of CET1 in the aggregate and 10 percent of CET1 for each such item individually.

 

Additional Tier 1 Capital: The sum of noncumulative perpetual preferred stock, tier 1 minority interests, grandfathered TRUPs, and Troubled Asset Relief Program instruments, minus applicable regulatory adjustments and deductions.

 

Tier 2 Capital: The sum of subordinated debt and preferred stock, total capital minority interests not included in Tier 1, allowance for loan and lease losses (not exceeding 1.25 percent of risk-weighted assets) minus applicable regulatory adjustments and deductions.

 

Deposits and Other Liabilities 

Total deposits of $4.1 billion at March 31, 2014 increased $158.0 million or 4.0% from December 31, 2013. The increase from year-end 2013 was comprised mainly of increases in money market savings and interest bearing checking deposit and time deposit accounts.

 

The most significant source of funding for the Company is core deposits. The Company defines core deposits as total deposits less time deposits of $250,000 or more (formerly $100,000), brokered deposits and municipal money market deposits.

 

Core deposits increased $36.8 million to $3.3 billion or 1.1% compared to year-end 2013. Core deposits represented 81.0% of total deposits at March 31, 2014, compared to 83.4% of total deposits at December 31, 2013.

 

Municipal money market savings accounts of $521.1 million at March 31, 2014 increased from $459.4 million at year-end 2013. In general, there is a seasonal pattern to municipal deposits starting with a low point during July and August. Account balances tend to increase throughout the fall and into the winter months from tax deposits and the Company receives an additional inflow at the end of March from the electronic deposit of state funds.

 

The Company uses both retail and wholesale repurchase agreements. Retail repurchase agreements are arrangements with local customers of the Company, in which the Company agrees to sell securities to the customer with an agreement to repurchase those securities at a specified later date. Retail repurchase agreements totaled $46.7 million at March 31, 2014, and $55.3 million at December 31, 2013. Management generally views local repurchase agreements as an alternative to large time deposits. The Company’s wholesale repurchase agreements totaled $112.1 million at March 31, 2014 and included $80.0 million with the FHLB and $32.1 million with a large financial institution. Wholesale repurchase agreements totaled $112.4 million at December 31, 2013.

 

The Company’s other borrowings totaled $214.6 million at March 31, 2014, down $116.9 million or 35.3% from $331.5 million at December 31, 2013. Borrowings at March 31, 2014 included $99.4 million in FHLB overnight advances, $101.2 million of FHLB term advances, and a $14.0 million advance from a bank. Borrowings at year-end 2013 included $215.7 million in overnight advances from FHLB, $101.3 million of term advances, and a $14.5 million advance from a bank. The decrease in short term borrowings reflects the repayment of overnight FHLB advances with other funding sources, mainly municipal deposits. Of the $101.2 million in FHLB term advances at March 31, 2014, $81.2 million are due over one year. In 2007, the Company elected the fair value option under FASB ASC Topic 825 for a $10.0 million advance with the FHLB. The fair value of this advance decreased by $65,000 (net mark-to-market gain of $65,000) over the three months ended March 31, 2014.

 

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’s Asset/Liability Management Committee monitors asset and liability positions of the Company’s subsidiary banks individually and on a combined basis. The Committee reviews periodic reports on 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, provides 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.

 

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Core deposits, discussed above under “Deposits and Other Liabilities”, are a primary and low cost funding source obtained primarily through the Company’s branch network. 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 $250,000 or more, brokered time deposits, national deposit listing services, municipal money market deposits, bank borrowings, securities sold under agreements to repurchase and overnight and term advances from the FHLB. Rates and terms are the primary determinants of the mix of these funding sources. Non-core funding sources of $1.2 billion, at March 31, 2014, were relatively flat as compared to year end 2013. Non-core funding sources, as a percentage of total liabilities, were 25.2% at March 31, 2014, compared to 25.4% at December 31, 2013. Increases in municipal money market and time deposits of $250,000 or more were offset by declines in FHLB borrowings.

 

Non-core funding sources may require securities to be pledged against the underlying liability. Securities carried at $1.2 billion and $1.0 billion at March 31, 2014 and December 31, 2013, respectively, were either pledged or sold under agreements to repurchase. Pledged securities represented 84.4% of total securities at March 31, 2014, compared to 74.7% of total securities at December 31, 2013.

 

Cash and cash equivalents totaled $98.3 million as of March 31, 2014, up from $82.9 million at December 31, 2013. Short-term investments, consisting of securities due in one year or less, increased from $37.0 million at December 31, 2013, to $54.7 million on March 31, 2014. The Company also had $10.5 million of securities designated as trading securities at March 31, 2014.

 

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 $760.3 million at March 31, 2014 compared with $724.5 million at December 31, 2013. Outstanding principal balances of residential mortgage loans, consumer loans, and leases totaled approximately $994.0 million at March 31, 2014 as compared to $993.6 million at December 31, 2013. 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, 2014, the unused borrowing capacity on established lines with the FHLB was $1.1 billion. As members of the FHLB, the Company’s subsidiary banks can use certain unencumbered mortgage-related assets and securities to secure additional borrowings from the FHLB. At March 31, 2014, total unencumbered residential mortgage loans and securities of the Company were $679.0 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.

 

The Company continues to evaluate the potential impact on liquidity management of regulatory proposals, including Basel III and those required under the Dodd-Frank Act.

 

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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 Company’s Asset/Liability Management Committee reviews the simulation results to determine whether the exposure of net interest income to changes in interest rates remains within levels approved by the Company’s Board of Directors. 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 currently use derivatives, such as interest rate swaps, to manage its interest rate risk exposure, but may consider such instruments in the future.

 

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 100 basis point parallel change in rates. Based upon the simulation analysis performed as of February 28, 2014 a 200 basis point parallel upward change in interest rates over a one-year time frame would result in a one-year decrease in net interest income from the base case of approximately 0.6%, while a 100 basis point parallel decline in interest rates over a one-year period would result in an decrease in one-year net interest income from the base case of 0.7%. The simulation assumes no balance sheet growth and no management action to address balance sheet mismatches.

 

If rates rise in a parallel fashion (+200BP/over 12 months, or +400BP/over 24 months), net interest income is expected to trend slightly below the base assumption, as upward adjustments to rate sensitive deposits and short-term funding outpace increases to asset yields which are concentrated in intermediate to longer-term products. Once market rates stabilize, increases to funding costs dissipate while asset yields continue to cycle higher. As a result, net interest income improves for the remainder of the projection period.

 

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 the Company’s interest rate risk exposure. The Company’s current liquidity profile, capital position, and growth prospects, offer a level of flexibility for management to take actions that could offset some of the negative effects of unfavorable movements in interest rates. Management believes the current exposure to changes in interest rates is not significant in relation to the earnings and capital strength of the Company.

 

In addition to the simulation analysis, management uses an interest rate gap measure. The table below is a Condensed Static Gap Report, which illustrates the anticipated repricing intervals of assets and liabilities as of March 31, 2014. The Company’s one-year net interest rate gap was a negative $205.9 million or 4.08% of total assets at March 31, 2014, compared with a negative $288.7 million or 5.77% of total assets at December 31, 2013. A negative gap position exists when the amount of interest-bearing liabilities maturing or repricing exceeds the amount of interest-earning assets maturing or repricing within a particular time period. This analysis suggests that the Company’s net interest income is moderately more vulnerable to an increasing rate environment than it is to a prolonged declining interest rate environment. An interest rate gap measure could be significantly affected by external factors such as a rise or decline in interest rates, loan or securities prepayments, and deposit withdrawals.

  

Condensed Static Gap –March 31, 2014          Repricing Interval     
                     
(in thousands)   Total    0-3 months    3-6 months    6-12 months    Cumulative 12 months 
                          
Interest-earning assets1  $4,627,092   $987,039   $221,976   $398,248   $1,607,263 
Interest-bearing liabilities    3,648,286    1,407,378    201,408    204,418    1,813,204 
Net gap position        (420,339)   20,568    193,830    (205,941)
Net gap position as a percentage of total assets        (8.34%)   0.41%   3.84%   (4.08%)

1 Balances of available securities are shown at amortized cost

 

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Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2014. 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.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2014, 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 have been no material changes in the risk factors previously disclosed under Item 1A. of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

  

Item 2. Unregistered Sales of Equity Securities and the Use of Proceeds

             

Issuer Purchases of Equity Securities

 

    Total Number of Shares Purchased (a)   Average Price Paid Per Share (b)   Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c)   Maximum Number  of Shares that May Yet Be Purchased Under the Plans or Programs (d) 
                      
January 1, 2014 through January 31, 2014    1,573   $50.57    0    0 
                      
February 1, 2014 through February 28, 2014    574    46.71    0    0 
                      
March 1, 2014 through March 31, 2014    0    0    0    0 
                      
Total    2,147   $49.54    0    0 

 

Included in the table above are 1,573 shares purchased in January 2014, at an average cost of $50.57 and 574 shares purchased in February 2014, at an average cost of $46.71, in each case by the trustee of the rabbi trust established by the Company under the Company’s Amended and Restated Retainer Plan For Eligible Directors of Tompkins Financial Corporation and its wholly-owned Subsidiaries, and were part of the director deferred compensation under that plan.

 

Recent Sales of Unregistered Securities

 

None

  

Item 3. Defaults Upon Senior Securities
   
  None

  

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Item 4. Mine Safety Disclosure
   
  Not applicable

   

Item 5. Other Information
   
  None

   

Item 6. Exhibits

 

The information called for by this item is incorporated by reference to the Exhibit Index included in this Quarterly Report on Form 10-Q, immediately following the signature page.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 12, 2014

 

TOMPKINS FINANCIAL CORPORATION

 

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, Chief Financial Officer, and Chief Operating Officer 
 (Principal Financial Officer) 
 (Principal Accounting Officer) 

 

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EXHIBIT INDEX

 

Exhibit Number Description Pages
     
31.1 Certification of Principal Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

 66

     
31.2 Certification of Principal Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

 67

     
32.1 Certification of 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

 

68

     
32.2 Certification of 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

 

69

     

101*

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Condition as of March 31, 2014 and December 31, 2013; (ii) Condensed Consolidated Statements of Income for the three months ended March 31, 2014 and 2013; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31,2014 and 2013; (iv)Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013; (v) Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2014 and 2013; and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.

 

 

 

     
  * Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject o liability under those sections.    

 

 

65