# Tompkins Financial Corp: Form 10-Q for the period ended Sep 30, 2009

- Company: [Tompkins Financial Corp](/companies/tmp.md) (CIK 1005817)
- Form: 10-Q
- Filed: 2009-11-09
- Accepted by EDGAR: Nov 9, 2009, 22:18 ET
- Period: 2009-09-30
- Accession: 0001019056-09-001091
- Inline XBRL: no
- Main document: https://www.sec.gov/Archives/edgar/data/1005817/000101905609001091/tompkins_3q09.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1005817/000101905609001091/

## Management's discussion and analysis

As filed, 76,273 characters.

### BUSINESS

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-Amex (Symbol: TMP). Tompkins is headquartered at The Commons, Ithaca, New York. Tompkins is the corporate parent of three community banks: Tompkins Trust Company (“Trust Company”), The Bank of Castile and The Mahopac National Bank; an insurance agency, Tompkins Insurance Agencies, Inc. (“Tompkins Insurance”); and a fee-based financial planning and wealth management firm, AM&M Financial Services, Inc. (“AM&M”). Unless the context otherwise requires, the term “Company” refers collectively to Tompkins Financial Corporation and its subsidiaries.

The Company operates in two business segments, banking and financial services. Financial services activities include the results of the Company’s trust, financial planning, wealth management and broker-dealer services, risk management, and insurance agency operations. All other activities are considered banking. Information about the Company’s business segments is included in Note 11- “Segment and Related Information,” in the Notes to Unaudited Condensed Consolidated Financial Statements contained in Part I of this Quarterly Report on Form 10-Q.

Banking services consist primarily of attracting deposits from the areas served by the Company’s 45 banking offices and using those deposits to originate a variety of commercial loans, consumer loans, real estate loans (including commercial loans collateralized by real estate), and leases. Residential real estate mortgage loans are generally underwritten in accordance with Federal Home Loan Mortgage Corporation (“FHLMC”) guidelines, which enhance the liquidity of these lending products. The Company’s subsidiary banks have sold residential mortgage loans to FHLMC over the past several years to manage exposure to changing interest rates and to take advantage of favorable market conditions. The Company’s subsidiary banks retain the servicing of the loans sold to FHLMC and record a servicing asset at the time of sale. 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.

The Company provides trust and investment services through Tompkins Investment Services (“TIS”), a division of Trust Company, and investment services through AM&M. TIS, with office locations at all three of the Company’s subsidiary banks, provides a full range of money management services, including: investment management accounts, custody accounts, trusts, retirement plans and rollovers, estate settlement, and financial planning; and retail brokerage services. AM&M provides fee-based financial planning for small business owners, professionals and corporate executives and other individuals with complex financial needs. AM&M also provides wealth management services and operates a broker-dealer subsidiary, which is an outsourcing company for financial planners and investment advisors.

The Company provides property and casualty insurance services through Tompkins Insurance and life, long-term care and disability insurance through AM&M. Tompkins Insurance is headquartered in Batavia, New York, and offers property and casualty insurance to individuals and businesses primarily in Western New York. Over the past several years, Tompkins Insurance has acquired smaller insurance agencies in the market areas serviced by the Company’s banking subsidiaries. Tompkins Insurance offers services to customers of the Company’s banking subsidiaries by sharing offices with The Bank of Castile and Trust Company. In addition to these shared offices, Tompkins Insurance has five stand-alone offices in Western New York, and two stand-alone offices in Tompkins County, New York.

AM&M is headquartered in Pittsford, New York and offers fee-based financial planning services through three operating companies: (1) AM&M Planners, Inc., which provides fee based financial planning and wealth management services for corporate executives, small business owners and high net worth individuals; (2) Ensemble Financial Services, Inc., an independent broker-dealer and leading outsourcing company for financial planners and investment advisors; and (3) Ensemble Risk Solutions, Inc., which creates customized risk management plans using life, disability and long-term care insurance products.

Competition for commercial banking and other financial services is strong in the Company’s market area. Competition includes other commercial banks, savings and loan associations, credit unions, finance companies, Internet-based financial services companies, mutual funds, insurance companies, brokerage and investment companies, and other financial intermediaries. The Company differentiates itself from its competitors through its full complement of banking and related financial services, and through its community commitment and involvement in its primary market areas, as well as its commitment to quality and personalized banking services. Banking and financial services are also highly regulated. As a financial holding company of three community banks, the Company is subject to examination and regulation by the Federal Reserve Board (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency, and the New York State Banking Department. Additionally, the Company is subject to examination and regulation from the New York State Insurance Department, the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

Other external factors affecting the Company’s operating results are market rates of interest, the condition of financial markets, and both national and regional economic conditions. Economic conditions continue to be weak in the Company’s market areas, as evidenced by higher unemployment rates and a slowdown in real estate sales. Unemployment rates for the third quarter of 2009 in the Company’s markets are up significantly over the third quarter of 2008, but remain below state and national averages. During the third quarter of 2009, the Company experienced some deterioration in asset quality measures; however, asset quality measures continue to compare favorably to peer ratios. A continuation or worsening of the current economic situation may result in further declines in asset quality measures and increases in loan losses. Refer to the section captioned “Financial Condition- Allowance for Loan and Lease Losses and Nonperforming Assets” below for further details on asset quality.

During the second quarter of 2009, Tompkins issued $18.6 million aggregate liquidation amount of 7.0% cumulative trust preferred securities (the “Trust Preferred Securities”), through a newly-formed subsidiary, Tompkins Capital Trust I, a wholly-owned Delaware statutory trust (“Tompkins Capital Trust I”). The Trust Preferred Securities were offered and sold in reliance upon the exemption from registration provided by Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). The proceeds from the issuance of the Trust Preferred Securities, together with Tompkins’ capital contribution to the trust, were used to acquire Tompkins’ Subordinated Debentures that are due concurrently with the Trust Preferred Securities. The net proceeds of the offering are being used to support business growth and for general corporate purposes. For further discussion of the Trust Preferred Securities, see “Financial Condition-Capital” below.

The following discussion is intended to provide an understanding of the consolidated financial condition and results of operations of the Company for the three and nine months ended September 30, 2009. 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, 2008, and the Unaudited Condensed 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, 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; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; governmental and public policy changes, including environmental regulation; protection and validity of intellectual property rights; reliance on large customers; and financial resources in the amounts, at the times and on the terms required to support the Company’s future businesses. In addition, such forward-looking statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, including interest rate and currency exchange rate fluctuations, and other factors.

### Critical Accounting Policies

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 makes 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 and the review of the securities portfolio for other-than-temporary impairment 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 Financials Statements to the Company’s Audited 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, 2008. There have been no significant changes in the Company’s application of critical accounting policies since December 31, 2008. Refer to Note 3 – “Accounting Pronouncements” in the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for a discussion of recent accounting guidelines.

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 300 domestic bank holding companies with $1 billion to $3 billion in total consolidated assets as identified in the FRB’s “Bank Holding Company Performance Report” for June 30, 2009 (the most recent report available).

### OVERVIEW

Net income for the third quarter of 2009 was $8.5 million, an increase of 6.6% over $7.9 million for the third quarter of 2008. Diluted earnings per share of $0.86 for the third quarter of 2009 were up 6.2% over $0.81 for the third quarter of 2008. For the year to date period, net income was $23.6 million or $2.41 per diluted share in 2009, up from $22.6 million or $2.32 per diluted share in 2008. Diluted per share results for the first nine months of 2009 reflect an increase of 3.9% over the same period in 2008. For the year-to-date period, the growth rates over prior period were impacted by special events in the second quarter of 2009 and the first quarter of 2008. The second quarter of 2009 included a $1.4 million expense ($0.09 per diluted share) related to the FDIC’s special deposit insurance assessment, while the first quarter of 2008 included nonrecurring pre-tax income of $1.6 million ($0.10 per diluted share) related to the Visa, Inc. initial public offering (the “Visa IPO”). Additionally, growth in average assets and average liabilities and growth in certain revenue and expense categories were impacted by the May 2008 acquisition of Sleepy Hollow Bancorp, Inc. (“Sleepy Hollow”).

Return on average assets (“ROA”) for the quarter ended September 30, 2009 was 1.12% compared to 1.17% for the quarter ended September 30, 2008. Return on average shareholders’ equity (“ROE”) for the third quarter of 2009 was 14.37%, compared to 15.10% for the same period in 2008. For the nine month period ended September 30, 2009, ROA was 1.06%, compared to 1.17% for the same period in 2008. ROE for the nine months ended September 30, 2009, was 13.79%, compared to 14.39% for the same period in 2008. As of June 30, 2009, the Company ranked in the 84th percentile for ROA and the 93rd percentile for ROE of its peer group.

Total revenues, consisting of net interest income and noninterest income, were $38.4 million in the third quarter of 2009 and $113.2 million for the first nine months of 2009, up 8.2% and 11.8% over the comparable periods in 2008. Both periods benefited from growth in net interest income. The Company’s fee-based businesses continue to be impacted by weaknesses in the economy and financial markets, which has affected noninterest income levels compared to prior years.

The provision for loan and lease losses totaled $2.1 million and $6.5 million, respectively, in the third quarter and year to date period of 2009, compared to $1.5 million and $3.3 million for the same periods in 2008. An increase in net charge-offs, and nonperforming loans combined with weak general economic conditions all contributed to the higher provision expense.

Noninterest expenses were up 6.9% for the third quarter of 2009 and 11.4% for the first nine months of 2009 over the same periods in 2008. A large contributor to the increase in 2009 over the prior year was the increase in FDIC deposit insurance assessments as a result of higher deposit premiums in 2009, and a special deposit insurance assessment of $1.4 million in the second quarter of 2009. In addition, salaries and benefit related expenses, and occupancy expenses were up over the prior year.

### Segment Reporting

The Company operates in two business segments, banking and financial services. Financial services activities consist of the results of the Company’s trust, financial planning and wealth management, broker-dealer services, and risk management operations. All other activities are considered banking.

#### Banking Segment

The banking segment reported net income of $7.6 million for the third quarter of 2009, up $798,000 or 11.8% from net income of $6.8 million in 2008. For the year to date period, net income was $21.0 million, an increase of $1.5 million or 7.8% over the same period in 2008. The increase in net income in both the quarter and year to date period in 2009 over the same periods in the prior year was mainly the result of an increase in net interest income due to an improved net interest margin and growth in average earning assets as discussed in more detail below under “Net Interest Income”. The Company’s net interest margin has benefited from disciplined deposit pricing, which has resulted in funding costs decreasing more rapidly than asset yields. For the year-to-date period, the growth rate over the prior year period was impacted by special events in the second quarter of 2009 and the first quarter of 2008. The second quarter of 2009 included a $1.4 million expense related to the FDIC’s special deposit assessment, while the first quarter of 2008 included nonrecurring pre-tax income of $1.6 million related to the Visa IPO. Year-over-year comparisons are also impacted by the acquisition of Sleepy Hollow in May 2008, which added $269.1 million of total assets and five staffed branch offices.

Net interest income for the three and nine months ended September 30, 2009, was up $2.7 million or 11.4%, and $13.5 million or 20.6%, respectively, over the same periods in 2008, driven by growth in average earning assets and a decrease in funding costs.

The provision for loan and lease losses for the three and nine months ended September 30, 2009, was $2.1 million and $6.5 million, compared to $1.5 million and $3.3 million for the same periods in 2008. An increase in net charge-offs and nonperforming assets, combined with weak general economic conditions all contributed to the higher provision expense.

Noninterest income for the three and nine months ended September 30, 2009, was up $279,000 or 5.5%, and down $1.3 million or 7.9%, respectively, over the same periods in 2008. The increase in the third quarter 2009 over the third quarter 2008 was mainly a result of increased card services income; gains on the sales of residential loans; net mark-to-market gains on trading securities and borrowings held at fair value, driven by favorable interest rate movements; and gains on the sales of available-for-sale securities. For the year-to-date period 2009, favorable variances compared to the same period prior year in gains on sales of residential loans and net mark-to-market gains on trading securities and liabilities held at fair value were more than offset by lower service charges on deposit accounts, mainly overdraft fees, lower earnings on corporate-owned life insurance, lower loan related fees, and a net other-than-temporary impairment loss. In addition, noninterest income for the first nine months of 2008 included $1.6 million of nonrecurring income related to the Visa IPO.

Noninterest expenses for the three and nine months ended September 30, 2009, were up $1.2 million or 7.0% and $6.9 million or 13.8%, respectively, over the same periods in 2008. The increase was mainly in FDIC insurance expense, salaries and other benefit related accruals, and occupancy expense. The increase in FDIC insurance expense was primarily due to higher FDIC deposit insurance assessments in 2009 over 2008, and a special deposit insurance assessment of $1.4 million in the second quarter of 2009.

#### Financial Services Segment

The financial services segment had net income of $893,000 in the third quarter of 2009, a decrease of $271,000 or 23.3% from net income of $1.2 million in the same quarter of the prior year. For the year to date period, net income was $2.6 million, a decrease of $464,000, or 15.0% over the same period in 2008. Noninterest income for the three and nine months ended September 30, 2008, was down $46,000 or 0.7% and $253,000, or 1.3%, respectively, over the same periods in 2008. The decrease in noninterest income was mainly a result of lower investment services fees. Investment services fees are largely based on the market value of assets within each account. Volatility in the equity and bond markets resulted in a decrease in the market value of assets and related investment fees. Noninterest expenses for the three and nine months ended September 30, 2009, were up $375,000 or 7.9% and $489,000 or 3.3%, respectively, over the same periods in the prior year. The increase was mainly in salary and wages, reflecting annual merit increases and other incentive compensation accruals, and other operating expenses.

### Average Consolidated Balance Sheet and Net Interest Analysis

*(Dollar amounts in thousands)*

| ASSETS Interest-earning assets | Quarter Ended September 30, 2009 Average Balance (QTD) | Interest | Average Yield/Rate | Year to Date Period Ended September 30, 2009 Average Balance (YTD) | Interest | Average Yield/Rate | Year to Date Period Ended September 30, 2008 Average Balance (YTD) | Interest | Average Yield/Rate |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest-bearing balances due from banks | $11,181 | $3 | 0.11% | $9,730 | $15 | 0.21% | $6,876 | $124 | 2.41% |
| Money market funds | $24,572 | $7 | 0.11% | $19,447 | $35 | 0.24% | $11,073 | $224 | 2.70% |
| Securities (1) |  |  |  |  |  |  |  |  |  |
| U.S. Government Securities | 702,606 | 7,757 | 4.38% | 700,549 | 23,605 | 4.51% | 603,517 | 21,467 | 4.75% |
| Trading Securities | 34,131 | 342 | 3.98% | 35,851 | 1,049 | 3.91% | 45,112 | 1,517 | 4.49% |
| State and municipal (2) | 106,664 | 1,611 | 5.99% | 112,657 | 5,111 | 6.07% | 108,154 | 4,886 | 6.03% |
| Other Securities (2) | 40,880 | 540 | 5.24% | 41,470 | 1,413 | 4.56% | 39,226 | 1,842 | 6.27% |
| Total securities | 884,281 | 10,250 | 4.60% | 890,527 | 31,178 | 4.68% | 796,009 | 29,712 | 4.99% |
| Federal Funds Sold | 5,509 | 2 | 0.14% | 7,642 | 10 | 0.17% | 7,003 | 115 | 2.19% |
| Loans, net of unearned income (3) |  |  |  |  |  |  |  |  |  |
| Real Estate | 1,291,725 | 18,865 | 5.79% | 1,273,356 | 56,447 | 5.93% | 1,051,557 | 49,110 | 6.24% |
| Commercial Loans (2) | 474,795 | 6,423 | 5.37% | 460,777 | 18,756 | 5.44% | 416,496 | 22,057 | 7.07% |
| Consumer Loans | 87,348 | 1,532 | 6.96% | 87,239 | 4,525 | 6.93% | 81,661 | 4,342 | 7.10% |
| Direct Lease Financing | 12,908 | 192 | 5.90% | 13,269 | 602 | 6.07% | 14,471 | 631 | 5.82% |
| Total loans, net of unearned income | 1,866,776 | 27,012 | 5.74% | 1,834,641 | 80,330 | 5.85% | 1,564,185 | 76,140 | 6.50% |
| **Total interest-earning assets** | **2,792,319** | **37,274** | **5.30%** | **2,761,987** | **111,568** | **5.40%** | **2,385,146** | **106,315** | **5.95%** |
| Other assets | 207,642 |  |  | 205,370 |  |  | 187,394 |  |  |
| **Total assets** | **2,999,961** |  |  | **2,967,357** |  |  | **2,572,540** |  |  |
| **LIABILITIES & EQUITY** |  |  |  |  |  |  |  |  |  |
| Deposits |  |  |  |  |  |  |  |  |  |
| Interest-bearing deposits |  |  |  |  |  |  |  |  |  |
| Interest bearing checking, savings, & money market | 1,103,365 | 2,059 | 0.74% | 1,106,931 | 6,632 | 0.80% | 889,022 | 9,993 | 1.50% |
| Time Dep \> $100,000 | 317,366 | 1,352 | 1.69% | 295,104 | 4,156 | 1.88% | 280,406 | 7,155 | 3.41% |
| Time Dep \< $100,000 | 416,617 | 2,208 | 2.10% | 419,254 | 7,151 | 2.28% | 370,460 | 9,566 | 3.45% |
| Brokered Time Dep \< $100,000 | 41,529 | 201 | 1.92% | 42,493 | 645 | 2.03% | 3,886 | 109 | 3.75% |
| Total interest-bearing deposits | 1,878,877 | 5,820 | 1.23% | 1,863,782 | 18,584 | 1.33% | 1,543,774 | 26,823 | 2.32% |
| Federal funds purchased & securities sold under agreements to repurchase | 192,116 | 1,560 | 3.22% | 188,403 | 4,690 | 3.33% | 204,104 | 5,760 | 3.77% |
| Other borrowings | 195,134 | 2,051 | 4.17% | 207,496 | 6,229 | 4.01% | 180,691 | 5,987 | 4.43% |
| Trust preferred debentures | 23,017 | 347 | 5.98% | 15,260 | 725 | 6.35% | 2,103 | 93 | 5.91% |
| **Total interest-bearing liabilities** | **2,289,144** | **9,778** | **1.69%** | **2,274,941** | **30,228** | **1.78%** | **1,930,672** | **38,663** | **2.67%** |
| Noninterest bearing deposits | 434,357 |  |  | 423,588 |  |  | 396,676 |  |  |
| Accrued expenses and other liabilities | 42,925 |  |  | 39,919 |  |  | 35,763 |  |  |
| **Total liabilities** | 2,766,426 |  |  | 2,738,448 |  |  | 2,363,111 |  |  |
| Tompkins Financial Corporation Shareholders’ equity | 232,001 |  |  | 227,408 |  |  | 205,632 |  |  |
| Noncontrolling interest | 1,534 |  |  | 1,501 |  |  | 3,797 |  |  |
| **Total equity** | **233,535** |  |  | **228,909** |  |  | **209,429** |  |  |
| **Total liabilities and equity** | **$2,999,961** |  |  | **$2,967,357** |  |  | **$2,572,540** |  |  |
| Interest rate spread |  |  | **3.61%** |  |  | **3.62%** |  |  | **3.28%** |
| Net interest income/margin on earning assets |  | **27,496** | **3.91%** |  | **81,340** | **3.94%** |  | **67,652** | **3.79%** |
| Tax Equivalent Adjustment |  | **(716)** |  |  | **(2,201)** |  |  | **(2,046)** |  |
| Net interest income per consolidated financial statements |  | **26,780** |  |  | **79,139** |  |  | **65,606** |  |

(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. Payments received on nonaccrual loans have been recognized as disclosed in Note 1 of the Company’s unaudited condensed consolidated financial statements included in Part I of this Report on Form 10-Q.

29

### Net Interest Income

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 third quarter of 2009 was $27.5 million, an increase of $2.7 million, or 11.1%, compared to the same period in 2008. For the nine months ended September 30, 3009, taxable equivalent net interest income was $81.3 million, increasing $13.7 million or 20.2% over the same period in 2008. The increase primarily resulted from a 15 basis point increase in net interest margin compared to the same period in the prior year. For the third quarter of 2009, average earning assets were up $280.2 million or 11.2%, over the same period in 2008. Average earning assets for the first nine months of 2009 grew by $376.8 million or 15.8% compared to the first nine months of 2008. Contributing to the growth was the acquisition of Sleepy Hollow in May 2008, which added $235.4 million of interest-earning assets at acquisition.

The taxable-equivalent net interest margin for the third quarter of 2009 of 3.91% was down slightly from 3.92% for the third quarter of 2008. The nine months ending September 30, 2009 showed taxable equivalent net interest margin of 3.94% compared to 3.79% for the same period of 2008. The net interest margin for the year-to-date period benefited from the decrease in short-term market interest rates in 2008 and into 2009. The lower short-term market rates led to a 55 basis point decrease in the yield on average earning assets to 5.30% for third quarter of 2009 compared to 5.85% for the same quarter of 2008; however, the decrease in yield on average earning assets was more than offset by lower funding costs. The average cost of interest-bearing liabilities for the third quarter of 2009 was down 69 basis points to 1.69%, compared to 2.38% for the third quarter of 2008. Yields on average assets were 5.40% and 5.95%, while average cost of interest-bearing liabilities was 1.78% and 2.67%, for the year-to-date periods ending September 30, 2009 and 2008, respectively.

Taxable-equivalent interest income for the third quarter of 2009 was up 1.0% over the same period in 2008. Average loan balances were up $188.0 million or 11.2% in the third quarter of 2009 over the third quarter of 2008, while the average yield on loans decreased 59 basis points to 5.74%. Growth in third quarter 2009 average loan balances included a $130.0 million increase in average real estate loans and a $56.6 million increase in average commercial loans. The decrease in yields on average loans in 2009 compared to 2008 is mainly a result of the prime interest rate reduction of 400 basis points throughout 2008. Average securities balances for the third quarter of 2009 were up $55.2 million over average balances in the third quarter of 2008, while average yields were down 28 basis points.

Comparing the nine months ending September 30, taxable-equivalent interest income increased 4.9% from 2008 to 2009. The growth in taxable-equivalent interest income was primarily the result of higher average loan balances and was partially offset by declining yields. For the nine months ended September 30, average loan balances increased 17.3%, while average yields declined 65 basis points, from 2008 to 2009, due to the increase in market interest rates mentioned above. For the nine months ended September 30, 2009 average securities balances increased 11.9% from the same period in 2008, while yields declined 31 basis points.

Interest expense for the third quarter of 2009 was down 19.6% compared to the third quarter of 2008, reflecting lower average rates paid on deposits and borrowings, partially offset by growth in average balances. The average rate paid on interest-bearing deposits during the third quarter of 2009 of 1.23% was 76 basis points lower than the average rate paid in the third quarter of 2008. The rates paid declined across all deposit categories. Average interest-bearing deposit balances increased by $245.1 million or 15.0% in the third quarter of 2009 compared to the same period in 2008. The majority of the increase was in average interest checking, savings and money market deposit balances, which were up 17.4% to $1.1 billion. Average balances of time deposits of $100,000 or more were up 7.8% to $317.4 million. Average noninterest bearing deposit balances of $434.4 million were up 2.8% in the third quarter of 2009 over the same period in 2008. Average other borrowings for the third quarter were down $13.0 million or 6.2% over the prior year, while the average rate was down 12 basis points. Average balances of trust preferred securities for the third quarter increased $19.1 million from 2008 to 2009. The Company’s trust preferred securities are comprised of $3.9 million assumed in connection with the acquisition of Sleepy Hollow in May 2008 and $19.1 million issued by the Company in April 2009.

Interest expense for the nine months ending September 30 was down 21.8% from 2008 to 2009, primarily due to the same factors impacting the quarterly decrease discussed above. Average interest-bearing deposit balances increased by $320.0 million or 20.7% for the nine month period. The majority of the balance increase was in average interest checking, savings and money market deposit balances, which were up 24.5% to $1.1 billion. The average rate paid on interest-bearing liabilities for the nine months ended September 30, 2009 was 1.78%, compared to 2.67% for the same period in 2008. Average noninterest bearing deposit balances were up 6.8% in 2009 over the same period in 2008. Contributing to the growth in average deposit balances was the acquisition of Sleepy Hollow in May 2008, which added $229.0 million of deposits at acquisition. Average other borrowings were up $26.8 million or 14.8% over prior year, while the average rate was down 42 basis points. Average balances of trust preferred securities increased $13.2 million from 2008 to 2009.

### 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 $2.1 million for the third quarter of 2009 and $6.5 million for the nine months ending September 30, 2009, compared to $1.5 million and $3.3 million for the respective periods in 2008. The increase in the provision for 2009 over 2008 reflects the increase in net charge-offs and nonperforming loans, growth in total loans and leases, as well as concerns over weak economic conditions and uncertain real estate markets. The allowance for loan and lease losses as a percentage of period end loans was 1.21% at September 30, 2009, compared to 1.01% at September 30, 2008. The section captioned “Financial Condition- Allowance for Loan and Lease Losses and Nonperforming Assets” below has further details on the allowance for loan and lease losses.

### Noninterest Income

Noninterest income is a significant source of income for the Company, representing 30.2% of total revenues for the third quarter of 2009 and 30.1% of total revenues for the nine months ending September 30, 2009. These represent decreases from 32.2% and 35.2% for the same periods in 2008. Noninterest income was $11.6 million for the third quarter of 2009 and $34.1 million for the nine month period ended September 30, 2009. Noninterest income for the third quarter of 2009 remained relatively flat when compared with the prior year, while noninterest income for the nine month period declined 4.5%, primarily due to $1.6 million of noninterest income recognized in the first quarter of 2008 related to the Visa IPO. The economic climate also contributed to the decrease in investment related fee-based businesses in 2009 compared to 2008.

Investment services income was $3.3 million in third quarter of 2009, a decrease of 5.9% from $3.5 million in the third quarter of 2008. These fees declined 8.4% for the nine month period ending September 30, 2009, compared to the prior year. Investment services income reflects income from TIS as well as AM&M. Investment services income includes trust services, financial planning, wealth management services, and brokerage related services. TIS generates fee income through managing trust and investment relationships, managing estates, providing custody services, and managing investments in employee benefit plans. TIS also oversees retail brokerage activities in the Company’s banking offices. AM&M provides financial planning services, wealth management services, and brokerage services to independent financial planners and investment advisors. 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. Decreases in the major stock market indices over the three and nine months ended September 30, 2009, when compared to the same prior year periods, contributed to the decrease in fees. The fair value of assets managed by, or in custody of, Tompkins was $2.41 billion at September 30, 2009, up 6.4% from $2.27 billion at September 30, 2008. These figures include $620.9 million and $503.4 million, respectively, of Company-owned securities where TIS is custodian. The Company has been successful with business development initiatives and customer retention despite the challenging equities markets in 2008 and early 2009.

Insurance commissions and fees for the three and nine months ended September 30, 2009, increased by $150,000 or 4.9% and $664,000 or 7.6%, respectively, as compared to the same periods in 2008. The growth over prior year was mainly in health and benefit related insurance products as well as personal insurance lines. The Company added staff to expand its presence in the life, health and benefits areas.

Service charges on deposit accounts were $2.4 million in the third quarter of 2009, down 11.2% compared to $2.7 million in the third quarter of 2008. For the nine month period ending September 30, these charges declined 10.5% from 2008 to 2009. The largest component of this category is overdraft fees, which is largely driven by customer activity. Customer activity has been changing over the past several years, with electronic transactions such as debit cards and Internet banking reducing the volume of checks.

Other service charge income of $605,000 in the third quarter of 2009 was down $55,000 or 8.3% from the same period in 2008. Other service charge income was down 28.7% for the nine months ending September 30, 2009 compared to the same period in 2008. Lower safe deposit box fees and lower loan related fees and servicing income were the primary contributors to the decrease in other service charge income.

Net mark-to-market gains on securities and borrowings held at fair value totaled $329,000 in the third quarter of 2009, compared to net mark-to-market gains of $1,000 in the third quarter of 2008. For the nine month period ending September 30, 2009 net mark-to-market gains were $1.1 million, compared to net losses of $334,000 in the first nine months of 2008. Mark-to-market gains or losses relate to the change in the fair value of securities and borrowings where the Company has elected the fair value option. The favorable year-over-year variance is due to changes in market interest rates.

Increases, net of the related mortality expense, in cash surrender value of corporate owned life insurance (“COLI”) were $348,000 in the third quarter of 2009, down $50,000 or 12.6% from the third quarter of 2008. For the nine months ended

September 30, the value increased $774,000 in 2009 and $1.1 million in 2008. COLI relates to life insurance policies covering certain senior officers of the Company and its subsidiaries. The Company’s average investment in COLI was $35.2 million during the first nine months of 2009, compared to $32.2 million during the first nine months of 2008. The Company acquired $3.5 million of COLI in the acquisition of Sleepy Hollow during the second quarter of 2008.

The $1.6 million gain on Visa stock redemption in 2008 relates to the proceeds received from the Company’s allocation of the Visa IPO, and consists of a $1.2 million gain on the partial redemption of Visa stock and a $0.4 million partial reversal of a fourth quarter 2007 accrual for indemnification charges. Visa withheld a portion of the shares allocated to its member banks to create an escrow account to cover the costs and liabilities associated with certain litigation for which its member banks are obligated to indemnify Visa. Visa’s funding of this escrow account allowed member banks to reverse litigation related accruals made in the fourth quarter of 2007, up to each bank’s proportionate membership interest in the $3.0 billion used to fund the escrow account.

For the third quarter of 2009, net gains on the sales of residential mortgage loans totaled $188,000, compared to net gains of $48,000 for the third quarter of 2008. For the nine months ending September 30, net gains were $1.2 million in 2009 and $90,000 in 2008. The increase in gains on sales of residential mortgage loans in 2009 is mainly a result of increased residential mortgage refinancing activity and the decision to sell certain loans in the secondary market to FHLMC. Low market interest rates led to a significant increase in the volume of homeowners refinancing existing mortgages to lower fixed rates. To manage interest rate risk exposures, the Company sold certain fixed rate loan production that had rates below or maturities greater than the thresholds set by the Company’s Asset/Liability Committee.

Other income decreased by $23,000 in the third quarter of 2009 compared to the same period in 2008. For the nine months ended September 30, 2009, other income was down $291,000 compared to the same period prior year. Other income includes income from the Company’s investment in a Small Business Investment Company, Cephas Capital Partners, L.P. (“Cephas”). For the three and nine month periods ended September 30, 2009, the Company recognized income from this investment of $58,000, and $176,000, respectively, compared with income of $51,000, and $339,000 in the same periods prior year. The Company believes that, as of September 30, 2009, there was no impairment with respect to this investment.

For the three and nine months ended September 30, 2009, net gains on the sales of available-for-sale securities totaled $104,000 and $130,000, respectively, compared to net gains of $18,000 and $424,000 for the same periods in 2008. Management may periodically sell available-for-sale securities for liquidity purposes, to improve yields, or to adjust the risk profile of the portfolio.

### Noninterest Expense

Noninterest expense for the third quarter of 2009 was $23.7 million, an increase of 6.9% over noninterest expense of $22.2 million for the third quarter of 2008. For the nine months ending September 30, noninterest expense totaled $71.7 million in 2009 and $64.3 million in 2008.

Personnel-related expense increased by $836,000 or 6.6% in the third quarter of 2009 over the same period in 2008, with an increase of $2.8 million or 7.7% for the nine month period ending September 30. Salaries and employee benefits associated with an increased number of average full time equivalent employees (“FTEs”), annual salary adjustments and higher benefit related expenses contributed to the increase over 2008. Year-to-date September 30, 2009 average FTEs of 719 were up from 677 at September 30, 2008. The acquisition of Sleepy Hollow included the addition of six banking offices, including one limited service office, and 30 FTEs. Pension expenses increased in 2009 in comparison to 2008, partially due to the impact of market declines on pension plan assets.

Expenses related to bank premises and furniture and fixtures did not change in the third quarter of 2009 compared to the same quarter of the prior year. For the nine month period ending September 30, this expense increased $590,000 in 2009 as compared to 2008. Additions to the Company’s branch network, due in part to the Sleepy Hollow acquisition, as well as higher real estate taxes and utility costs contributed to the increased expenses for premises and furniture and fixtures.

Professional fees for the three and nine months ended September 30, 2009, were up by $93,000 or 13.2% and $257,000 or 12.0%, respectively, compared to the same periods in 2008. Professional fees include amounts paid to outside consultants for assistance on projects or initiatives.

FDIC deposit insurance expense increased by $463,000 and $2.8 million for the three and nine months ended September 30, 2009, over the same prior year periods. The increase reflects higher insurance premiums and a special deposit insurance assessment of $1.4 million in the second quarter of 2009. Deposit insurance expense in 2008 was also favorably impacted by the Company’s utilization of available credits to offset deposit assessments; these credits were fully utilized in 2008. The increase in 2009 was also partly related to the additional 10 basis point assessment paid on covered transaction accounts exceeding $250,000 under the Temporary Liquidity Guaranty Program.

In December 2008, the FDIC raised insurance assessments by 7 basis points, effective beginning with the assessments payable in the third quarter of 2009. On February 27, 2009, the FDIC approved an interim rule for a special assessment of $0.20 per $100.0 in domestic deposits to restore the Deposit Insurance Fund. The Depositor Protection Act of 2009, increased the FDIC’s borrowing authority with the U.S. Treasury. As a result of this increased borrowing authority, the FDIC reduced the size of the special assessment to 5 basis points on an expanded base of total assets less Tier 1 capital (capped at 10 basis points times an institution’s domestic deposits as of June 30, 2009).

Other operating expenses increased by $94,000 or 2.7% and by $642,000 or 6.3% for the three and nine months ended September 30, 2009 over the same prior year periods. Contributing to the year-to-date increases were the following: telephone (up $178,000); legal expenses (up $115,000); audit and tax fees (up $112,000); and loan origination related expenses (up $178,000). Printing and supplies were down $99,000 and $115,000 for the three and nine months ended September 30, 2009 from the same periods in 2008.

### Income Tax Expense

The provision for income taxes provides for Federal and New York State income taxes. The provision for the third quarter of 2009 was $4.0 million, compared to $3.7 million for the same period in 2008. For the nine month period ending September 30, the tax provision totaled $11.3 million in 2009 and $10.8 million in 2008. The Company’s effective tax rate for the third quarter of 2009 was 32.2% compared to 31.6% for the third quarter of 2008. For the nine month periods ending September 30, 2009 and 2008 the Company’s effective tax rate was 32.2%.

### FINANCIAL CONDITION

Total assets were $3.1 billion at September 30, 2009, up $220.3 million or 7.7% over December 31, 2008, and up $363.0 million or 13.3% over September 30, 2008. The acquisition of Sleepy Hollow in May 2008 added $269.2 million of assets, including $151.2 million of loans, $46.9 million of securities, and $42.9 million of cash and equivalents. Asset growth over year-end 2008 was mainly in available-for-sale securities, loans and cash and cash equivalents, which were up $88.5 million, $64.8 million, and $87.5 million, respectively. Total deposits at September 30, 2009 were up $263.4 million or 12.3% over December 31, 2008, driven by increases in savings and money market balances as well as time deposits.

Loans and leases totaled $1.9 billion or 61.0% of total assets at September 30, 2009, compared to $1.8 billion or 63.4% of total assets at December 31, 2008. Commercial real estate loans at September 30, 2009 were up $54.5 million or 9.4% over December 31, 2008. Demand for residential mortgage loans has been strong in 2009, largely driven by the current low interest rate environment. The Company originated $80.5 million of residential mortgage loans for sale during the first nine months of 2009 and sold $81.1 million during the same period. The Company sells certain fixed rate residential mortgage loans in the secondary market because of interest rate risk considerations. The consumer and leasing portfolios at September 30, 2009 were flat compared to year-end 2008.

| Loan Summary by Type(in thousands) | September 30, 2009 | % of Total Loans | December 31, 2008 | % of Total Loans |
| --- | ---: | ---: | ---: | ---: |
| Residential real estate | $619,370 | 32.90% | $626,177 | 34.47% |
| Commercial real estate | 625,065 | 33.21% | 571,601 | 31.44% |
| Real estate construction | 58,426 | 3.10% | 51,910 | 2.86% |
| Commercial | 479,195 | 25.46% | 466,296 | 25.65% |
| Consumer and other | 87,601 | 4.65% | 87,938 | 4.84% |
| Leases | 12,664 | 0.68% | 13,609 | 0.74% |
| Total loans and leases, net of unearned income | **$1,882,321** |  | **$1,817,531** |  |

33

Nonperforming loans (loans in nonaccrual status, loans past due 90 days or more and still accruing interest, and loans restructured in a troubled debt restructuring) were $26.4 million at September 30, 2009, up from $16.0 million at December 31, 2008, and up from $12.6 million at September 30, 2008, but relatively flat compared to $25.7 million at June 30, 2009. Nonperforming loans represented 1.40% of total loans at September 30, 2009, compared to 0.88% of total loans at December 31, 2008, and 0.73% of total loans at September 30, 2008. For the third quarter of 2009, net charge-offs were $646,000, down from $1.0 million in the same period of 2008, and down compared to $1.0 million for the second quarter of 2009. In general, the increase in nonperforming loans is reflective of the current weak economic conditions.

As of September 30, 2009, total securities were $928.9 million or 30.1% of total assets, compared to $856.7 million or 29.9% of total assets at year-end 2008. The increase over year-end 2008 was mainly in debt obligations of U.S. government sponsored enterprises and mortgage-backed securities issued by U.S. government sponsored entities. The portfolio is comprised primarily of mortgage-backed securities, obligations of U.S. government sponsored enterprises, and obligations of states and political subdivisions. As of September 30, 2009, the Company had $13.6 million of non-agency issued mortgage-backed securities. The Company has no investments in preferred stock of U.S. government sponsored enterprises 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 determine if there exists other-than-temporary impairment as defined under generally accepted accounting principles. During the third quarter of 2009, the Company determined that three private label mortgage backed securities were other-than-temporarily impaired based on its analysis of these three securities. As a result, the Company recorded other-than-temporary impairment charges of $2.0 million in the third quarter of 2009 on these investments. The credit loss component of $146,000 was recorded as net other-than-temporary impairment losses in the accompanying consolidated statements of income, while the remaining non-credit portion of the impairment loss was recognized in other comprehensive income (loss) in the accompanying consolidated statements of condition. A continuation or worsening of current economic conditions may result in additional other-than-temporary impairment losses related to these investments. The Company maintains a trading portfolio valued at a fair value of $33.4 million as of September 30, 2009, compared to $38.1 million at December 31, 2008. The decrease in the portfolio reflects maturities or payments during 2009. For the nine months ended September 30, 2009, mark-to-market gains related to the securities trading portfolio were $354,000.

Total deposits were $2.4 billion at September 30, 2009, up $263.4 million or 12.3% over December 31, 2008, and up $302.8 million or 14.5% over September 30, 2008. The growth in total deposits from December 31, 2008 was mainly in checking, money market and savings balances, which were up $167.4 million or 17.1%. The increase in money market and savings balances was mainly in municipal deposits and is partially due to the seasonal nature of these deposits. Time deposit balances were up $94.1 million or 13.4% at September 30, 2009 compared to December 31, 2008.

Other borrowings decreased $80.0 million or 29.1% from year-end 2008 to $194.8 million at September 30, 2009 as the Company used deposit inflows to reduce advances from the FHLB.

### Capital

Total equity was $241.6 million at September 30, 2009, an increase of $22.3 million from December 31, 2008. Additional paid-in capital increased by $1.7 million, from $152.8 million at December 31, 2008, to $154.5 million at September 30, 2009, reflecting $1.1 million in proceeds from stock option exercises and $628,000 related to stock-based compensation. Retained earnings increased by $13.7 million from $73.8 million at December 31, 2008, to $87.5 million at September 30, 2009, reflecting net income of $23.6 million less dividends paid of $9.9 million. Accumulated other comprehensive loss declined significantly from a net unrealized loss of $7.6 million at December 31, 2008, to a net unrealized loss of $659,000 at September 30, 2009, reflecting an increase in unrealized gains on available-for-sale securities due to lower market rates, offset by amounts recognized in other comprehensive income 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.

Cash dividends paid in the first nine months of 2009 totaled approximately $9.9 million, representing 41.9% of year to date 2009 earnings. Cash dividends of $1.02 per common share paid in the first nine months of 2009 were up 4.1% over cash dividends of $0.98 per common share paid in the first nine months of 2008.

On July 22, 2008, the Company’s Board of Directors approved a stock repurchase plan (the “2008 Plan”). The 2008 Plan authorizes the repurchase of up to 150,000 shares of the Company’s outstanding common stock over a two-year period. The Company repurchased 5,000 shares of common stock at an average price of $35.51 under the 2008 Plan during the first quarter and none during the second or third quarters of 2009. Since inception of the 2008 Plan, the Company has repurchased 6,500 shares at an average price of $36.21.

In the second quarter of 2009, Tompkins issued $18.6 million aggregate liquidation amount of Trust Preferred Securities, through Tompkins Capital Trust I. The proceeds from the issuance of the Trust Preferred Securities, together with Tompkins’ capital contribution to the trust, were used by the Trust to acquire Tompkins’ Subordinated Debentures, totaling $19.1 million, which are due concurrently with the Trust Preferred Securities.

The Trust Preferred Securities have a 30 year maturity, and carry a fixed rate of interest of 7.0%. The Trust Preferred Securities have a liquidation amount of $1,000 per security. The Company has retained the right to redeem the Trust Preferred Securities at par (plus accrued but unpaid interest) at a date which is no earlier than 5 years from the date of issuance. Commencing in 2019, and during specified annual windows thereafter, holders may convert the Trust Preferred Securities into shares of the Company’s common stock at a conversion price equal to the greater of (i) $41.35, or (ii) the average closing price of Tompkins Financial Corporation’s common stock during the first three months of the year in which the conversion will be completed.

The Company has guaranteed the distributions with respect to, and amounts payable upon liquidation or redemption of, the Trust Preferred Securities on a subordinated basis as and to the extent set forth in the Preferred Securities Guarantee Agreement entered into on April 10, 2009, between the Company and Wilmington Trust Company, as Preferred Guarantee Trustee.

In accordance with the applicable accounting standards related to variable interest entities, the accounts of Tompkins Capital Trust I will not be included in the Company’s consolidated financial statements. However, $18.6 million in Tompkins’ Subordinated Debentures issued to Tompkins Capital Trust I will be included in the Tier 1 capital of the Company for regulatory capital purposes pursuant to regulatory guidelines.

The Company and its banking subsidiaries are subject to various regulatory capital requirements administered by Federal banking agencies. Management believes the Company and its subsidiaries meet all capital adequacy requirements to which they are subject. The table below reflects the Company’s capital position at September 30, 2009, compared to the regulatory capital requirements for “well capitalized” institutions.

*REGULATORY CAPITAL ANALYSIS September 30, 2009*

*(Dollar amounts in thousands)*

|  | Actual Amount | Ratio | Well Capitalized Requirement Amount | Ratio |
| --- | ---: | ---: | ---: | ---: |
| Total Capital (to risk weighted assets) | $242,940 | 11.9% | $204,325 | 10.0% |
| Tier 1 Capital (to risk weighted assets) | $219,984 | 10.8% | $122,595 | 6.0% |
| Tier 1 Capital (to average assets) | $219,984 | 7.5% | $147,234 | 5.0% |

As illustrated above, the Company’s capital ratios on September 30, 2009 remain above the minimum requirements for well capitalized institutions. Total capital as a percent of risk weighted assets increased 130 basis points from 10.6% at December 31, 2008. Tier 1 capital as a percent of risk weighted assets increased 120 basis points from 9.6% at the end of 2008. Tier 1 capital as a percent of average assets increased 80 basis points from 6.7% at December 31, 2008. The increase in capital ratios over year-end 2008 reflects growth in retained earnings and the issuance of trust preferred securities. As of September 30, 2009, the capital ratios for each of the Company’s subsidiary banks also exceeded the minimum levels required to be considered well capitalized.

### Allowance for Loan and Lease Losses and Nonperforming Assets

Management reviews the adequacy of the allowance for loan and lease losses (the “allowance”) on a regular basis. Management considers the accounting policy relating to the allowance to be a critical accounting policy, given the inherent uncertainty in evaluating the levels of the allowance required to cover credit losses in the Company’s portfolio and the material effect that assumption could have on the Company’s results of operations. Factors considered in determining the adequacy of the allowance and the related provision include: management’s approach to granting new credit; the ongoing monitoring of existing credits by the internal and external loan review functions; the growth and composition of the loan and lease portfolio; the level and trend of market interest rates; comments received during the course of regulatory examinations; current local economic conditions; past due and nonperforming loan statistics; estimated collateral values; and a historical review of loan and lease loss experience.

Based upon consideration of the above factors, management believes that the allowance is adequate to provide for the risk of loss inherent in the current loan and lease portfolio as of September 30, 2009. Should any of the factors considered by management in evaluating the adequacy of the allowance change, the Company’s estimate of probable loan losses could also change, which could affect the level of future provisions for possible loan and lease losses.

Activity in the Company’s allowance for loan and lease losses during the first nine months of 2009 and 2008 and for the 12 months ended December 31, 2008, is illustrated in the table below.

*ANALYSIS OF THE ALLOWANCE FOR LOAN AND LEASE LOSSES (In thousands)*

|  | Nine months ended 09/30/09 | Twelve months ended 12/31/08 | Nine months ended 09/30/08 |
| --- | ---: | ---: | ---: |
| Average loans and leases outstanding during the period | $1,834,641 | $1,612,716 | $1,564,185 |
| Total loans and leases outstanding at end of period | $1,882,321 | $1,817,531 | $1,718,378 |
| **ALLOWANCE FOR LOAN AND LEASE LOSSES** |  |  |  |
| Beginning balance | $18,672 | $14,607 | $14,607 |
| Provision for loan and lease losses | 6,530 | 5,428 | 3,323 |
| Loans charged off | (2,852) | (3,290) | (2,452) |
| Loan recoveries | 450 | 442 | 343 |
| Net charge-offs | (2,402) | (2,848) | (2,109) |
| Allowance acquired in purchase acquisition | 0 | 1,485 | 1,485 |
| Ending balance | $22,800 | $18,672 | $17,306 |
| Allowance for loan and lease losses to total loans and leases | 1.21% | 1.03% | 1.01% |
| Annualized net charge-offs to average loans and leases | 0.18% | 0.18% | 0.18% |

As of September 30, 2009, the allowance was $22.8 million or 1.21% of total loans and leases outstanding. This represents an increase of 18 basis points from December 31, 2008 and an increase of 20 basis points from September 30, 2008. The provision for loan and lease losses was $2.1 million and $6.5 million for the three and nine months ended September 30, 2009 compared to $1.5 million and $3.3 million for the three and nine months ended September 30, 2008. The increase in the provision in 2009 over the comparable periods in 2008, reflects the increase in net charge-offs and nonperforming loans, growth in total loans from September 30, 2008 to September 30, 2009, as well as concerns over weak economic conditions and uncertain real estate markets.

Net charge-offs for the three and nine months ended September 30, 2009 were $646,000 and $2.4 million compared to $1.0 million and $2.1 million in the comparable year ago periods. Annualized net charge-offs for the first nine months of 2009 represented 0.18% of average loans, unchanged from 0.18% for the first nine months of 2008, and favorable to our peer group ratio of 1.07% at June 30, 2009. A continuation or worsening of current economic conditions may result in further declines in asset quality measures and increases in loan and lease losses.

The allowance coverage of nonperforming loans (loans past due 90 days and accruing, nonaccrual loans, and restructured troubled debt) was 0.86 times at September 30, 2009, compared to 1.17 times at December 31, 2008, and 1.37 times at September 30, 2008.

| NONPERFORMING ASSETS (In thousands) | 09/30/09 | 12/31/08 | 09/30/08 |
| --- | ---: | ---: | ---: |
| Nonaccrual loans and leases | $25,837 | $15,798 | $12,463 |
| Loans past due 90 days and accruing | 579 | 161 | 0 |
| Troubled debt restructuring not included above | 0 | 69 | 132 |
| Total nonperforming loans | 26,416 | 16,028 | 12,595 |
| Other real estate, net of allowances | 440 | 110 | 526 |
| Total nonperforming assets | $26,856 | $16,138 | $13,121 |
| Total nonperforming loans and leases as a percentage of total loans and leases | 1.40% | 0.88% | 0.73% |
| Total nonperforming assets as a percentage of total assets | 0.87% | 0.56% | 0.48% |

The level of nonperforming assets at September 30, 2009, and 2008, and December 31, 2008 is illustrated in the table above. Nonperforming assets of $26.9 million at September 30, 2009, were up from December 31, 2008, and September 30, 2008. The increase was partially due to the addition of four credit relationships totaling $6.3 million during the second quarter of 2009. Total nonperforming assets increased $1.1 million or 4.1% over the second quarter of 2009. In general, the increase in nonperforming assets is reflective of the current weak economic conditions, which has pressured real estate values in some markets and stressed the financial conditions of various commercial borrowers. Approximately $4.0 million of nonperforming loans at September 30, 2009, were secured by U.S. government guarantees, while $4.4 million were secured by one-to-four family residential properties.

| Nonperforming Loans by Type (in thousands) | September 30, 2009 | % of Total Loans | December 31, 2008 | % of Total Loans |
| --- | ---: | ---: | ---: | ---: |
| Residential real estate | $6,494 | 0.34% | $4,850 | 0.27% |
| Commercial real estate | 11,834 | 0.63% | 7,732 | 0.43% |
| Real estate construction | 1,336 | 0.07% | 396 | 0.02% |
| Commercial | 6,104 | 0.32% | 2,656 | 0.14% |
| Consumer and other | 618 | 0.04% | 380 | 0.02% |
| Leases | 30 | 0.00% | 14 | 0.00% |
| Total loans and leases, net of unearned income | **$26,416** | 1.40% | **$16,028** | 0.88% |

Over the past year, there has been significant attention to subprime consumer real estate lending in the media. The Company has not engaged in the origination or purchase of subprime loans as a line of business. As a result, gross losses in the Company’s residential portfolio have been relatively low, totaling $530,000 for the nine months ended September 30, 2009, compared to $16,000 for the same period in 2008. The combined nonperforming loan balances in our construction and home equity lending portfolios represented less than 0.10% of total loans at September 30, 2009.

Nonperforming assets represented 0.87% of total assets at September 30, 2009, compared to 0.56% at December 31, 2008, and 0.48% at September 30, 2008. Although higher than the same period prior year, the Company’s ratio of nonperforming assets to total assets of 0.87% continues to compare favorably to our peer group ratio of 3.06% at June 30, 2009.

As of September 30, 2009, the Company’s recorded investment in loans and leases that are considered impaired totaled $21.4 million compared to $9.7 million at December 31, 2008, and $8.4 million at September 30, 2008. The $21.4 million of impaired loans at September 30, 2009, had related allowances of $968,000, the $9.7 million of impaired loans at December 31, 2008, had related allowances of $520,000, and the $8.4 million at September 30, 2008, had related allowances of $224,000.

Potential problem loans and leases are loans and leases that are currently performing, but where known information about possible credit problems of the related borrowers causes management to have doubt as to the ability of such borrowers to comply with the present loan payment terms and may result in disclosure of such loans and leases as nonperforming at some time in the future. Management considers loans and leases classified as Substandard that continue to accrue interest to be potential problem loans and leases. At September 30, 2009, the Company’s internal loan review function had identified 61 commercial relationships, totaling $78.6 million, which it classified as Substandard, which continue to accrue interest. As of December 31, 2008, the Company’s internal loan review function had classified 36 commercial relationships as Substandard totaling $20.3 million, which continued to accrue interest. These loans remain in a performing status due to a variety of factors, including payment history, the value of collateral supporting the credits, and personal or government guarantees. These factors, when considered in the aggregate, give management reason to believe that the current risk exposure on these loans is not significant. 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 loans, which are reviewed at least quarterly. Management cannot predict the extent to which the current weak economic conditions or other factors may impact borrowers The increase in the dollar amount of commercial relationships classified as Substandard and still accruing interest between December 31, 2008 and September 30, 2009 was mainly due to the addition of 16 larger commercial relationships totaling $61.8 million that were classified as Substandard and accruing at September 30, 2009, and were not classified as Substandard at December 31, 2008.

### Deposits and Other Liabilities

Total deposits of $2.4 billion at September 30, 2009 increased $263.4 million or 12.3% from December 31, 2008, due primarily to a $167.4 million increase in interest checking, savings and money market balances, a $94.1 million increase in time deposits and a $1.9 million increase in noninterest bearing deposits. Growth in municipal deposits accounted for a majority of the increase in savings and money market balances from year end 2008. With interest rates on time deposits lower and more in line with money market rates, municipalities are placing tax deposits into money market accounts. Municipal deposit balances are somewhat seasonal, increasing as tax deposits are collected and decreasing as these monies are used by the municipality. Total deposits were up $302.8 million or 14.5% over September 30, 2008. The increase was primarily due to a $172.9 million increase in checking, savings and money market accounts of which $64.9 million was attributable to growth in municipal deposits. Additionally, time deposits increased $96.7 million over September 30, 2008, of which $40.0 million was due to the acquisition of brokered time deposits.

The Company’s primary funding source is core deposits, defined as total deposits less time deposits of $100,000 or more, brokered time deposits, and municipal money market deposits. Core deposits increased $104.4 million or 6.4% over December 31, 2008 to $1.7 billion, and represented 72.4% of total deposits at September 30, 2009 compared to 76.4% of total deposits at December 31, 2008. The increase in core deposits is attributable to the same factors discussed above with respect to the increase in total deposits.

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 $36.2 million at September 30, 2009, and $42.1 million at December 31, 2008. Management generally views local repurchase agreements as an alternative to large time deposits. The Company’s wholesale repurchase agreements are primarily with the FHLB and amounted to $155.9 million at September 30, 2009 and $153.2 million at December 31, 2008. Included in the $155.9 million of wholesale repurchase agreements at September 30, 2009, are $16.0 million of repurchase agreements with the FHLB where the Company elected to adopt the fair value option under FASB ASC Topic 825. The fair value of these borrowings decreased by $244,000 (net mark-to-market pre-tax gain of $244,000) over the nine months ended September 30, 2009.

The Company’s other borrowings totaled $194.8 million at September 30, 2009, down $80.0 million or 29.1% from $274.8 million at December 31, 2008. Borrowings at September 30, 2009 included $175.7 million in FHLB term advances, and a $19.1 million advance from a bank. Borrowings at year-end 2008 included $177.2 million in FHLB term advances, $73.5 million of overnight FHLB advances and a $24.0 million advance from a bank. The decrease in borrowings reflects the pay down of FHLB borrowings as a result of deposit growth. Of the $175.7 million in FHLB term advances at September 30, 2009, $165.7 million are due over one year. 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 $517,000 (net mark-to-market gain of $517,000) over the nine months ended September 30, 2009.

As previously reported, Tompkins issued $18.6 million of 7.0% cumulative Trust Preferred Securities during the second quarter of 2009 through Tompkins Capital Trust I. The proceeds from the issuance of the Trust Preferred Securities, together with Tompkins’ capital contribution of $574,000 to the trust, were used to acquire Tompkins’ Subordinated Debentures, totaling $19.1 million, which are due concurrently with the Trust Preferred Securities. The acquisition of Sleepy Hollow in May 2008 included the assumption of additional trust preferred securities. The outstanding balance of these securities as of September 30, 2009 was $3.9 million.

### 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. Asset and liability positions are monitored primarily through Asset/Liability Management Committees of the Company’s subsidiary banks individually and on a combined basis. These Committees review periodic reports on 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.

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 $100,000 or more, brokered time deposits, municipal money market deposits, securities sold under agreements to repurchase and term advances from the FHLB. Rates and terms are the primary determinants of the mix of these funding sources. Non-core funding sources increased by $74.3 million or 7.6% from December 31, 2008 to $1.0 billion at September 30, 2009. Non-core funding sources, as a percentage of total liabilities, were 36.8% at September 30, 2009, unchanged from December 31, 2008. The increase in non-core funding sources was mainly in municipal money market deposit balances and brokered time deposits, partially offset by a decrease in FHLB advances.

Non-core funding sources may require securities to be pledged against the underlying liability. Securities carried at $764.9 million and $677.8 million at September 30, 2009 and December 31, 2008, respectively, were either pledged or sold under agreements to repurchase. Pledged securities represented 80.0% of total securities at September 30, 2009, compared to 79.1% of total securities at December 31, 2008.

Cash and cash equivalents totaled $139.7 million at September 30, 2009, up from $52.2 million at December 31, 2008. Short-term investments, consisting of securities due in one year or less, decreased from $41.9 million at December 31, 2008, to $27.5 million at September 30, 2009. The Company also has $33.4 million of securities designated as trading securities.

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 available-for-sale mortgage-backed securities, at book value, were $472.5 million at September 30, 2009, compared with $465.6 million at December 31, 2008. Outstanding principal balances of residential mortgage loans, consumer loans, and leases totaled approximately $723.7 million at September 30, 2009, as compared to $732.5 million at December 31, 2008. 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 September 30, 2009 the unused borrowing capacity on established lines with the FHLB was $521.9 million. As members of the FHLB, the Company’s subsidiary banks can use certain unencumbered mortgage-related assets to secure additional borrowings from the FHLB. At September 30, 2009, total unencumbered residential mortgage loans of the Company were $191.3 million. Additional assets may also qualify as collateral for FHLB advances upon approval of the FHLB.

The Company has not identified any trends or circumstances that are reasonably likely to result in material increases or decreases in liquidity in the near term.

## Market risk

As filed, 5,370 characters.

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 August 31, 2009, 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 0.5%, while a 100 basis point parallel decline in interest rates over a one-year period would result in a decrease in one-year net interest income from the base case of 0.6%. The simulation assumes no balance sheet growth and no management action to address balance sheet mismatches.

The negative exposure in a rising interest rate environment is mainly driven by the repricing assumptions of the Company’s core deposit base which exceed increases in asset yields in the short-term. Longer-term, the impact of a rising rate environment is positive as the asset base continues to reset at higher levels, while the repricing of the rate sensitive liabilities moderates. The moderate exposure in the 100 basis point decline scenario results from the Company’s assets repricing downward to a greater degree than the rates on the Company’s interest-bearing liabilities, mainly deposits. Rates on savings and money market accounts are at low levels as a result of the historically low interest rate environment experienced in recent years. In addition, the model assumes that prepayments accelerate in the down interest rate environment resulting in additional pressure on asset yields as proceeds are reinvested at lower rates.

In our most recent simulation, the base case scenario, which assumes interest rates remain unchanged from the date of the simulation, showed a slight decline in net interest margin over the next twelve months.

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 September 30, 2009. The Company’s one-year net interest rate gap was a negative $58.0 million or 1.88% of total assets at September 30, 2009, compared with a negative $12.0 million or 0.44% of total assets at December 31, 2008. 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 more vulnerable to a 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.

*(Dollar amounts in thousands)*

| Condensed Static Gap – September 30, 2009 | Repricing Interval Total | 0-3 months | 3-6 months | 6-12 months | Cumulative 12 months |
| --- | ---: | ---: | ---: | ---: | ---: |
| Interest-earning assets | $2,815,830 | $671,865 | $227,753 | $328,735 | $1,228,353 |
| Interest-bearing liabilities | 2,331,489 | 864,225 | 190,981 | 231,093 | $1,286,299 |
| Net gap position |  | (192,360) | 36,772 | 97,642 | (57,946) |
| Net gap position as a percentage of total assets |  | (6.23)% | 1.19% | 3.16% | (1.88)% |

## Controls and procedures

As filed, 1,491 characters.

### Evaluation of Disclosure Controls and Procedures

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2009. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this Report on Form 10-Q the Company’s disclosure controls and procedures were effective in providing reasonable assurance that any information required to be disclosed by the Company in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that material information relating to the Company and its subsidiaries is made known to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

### Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2009, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

## Risk factors

As filed, 180 characters.

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, 2008.

Filed Nov 9, 2009.
Source: SEC EDGAR, the filing index for accession 0001019056-09-001091. Last ingested by Listed: Oct 31, 2026, 15:15 ET. No prices; not investment advice.