Item 1. Business of the Company
General
Headquartered in Ithaca, New York, Tompkins Trustco, Inc., ("Tompkins" or the "Company") is registered as a Financial Holding Company with the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended. The Company conducts its business through its wholly-owned subsidiaries, Tompkins Trust Company, The Bank of Castile, The Mahopac National Bank, and Tompkins Insurance Agencies, Inc. Unless the context otherwise requires, the term "Company" refers to Tompkins Trustco, Inc. and its subsidiaries. The Company's principal offices are located at The Commons, Ithaca, New York 14851, and its telephone number is (607) 273-3210. The Company's common stock is traded on the American Stock Exchange under the Symbol "TMP."
Tompkins was organized in 1995, under the laws of the State of New York, as a bank holding company for the Tompkins Trust Company (the "Trust Company"), a commercial bank that has operated in Ithaca and surrounding communities since 1836. On December 31, 1999, the Company completed a merger with Letchworth Independent Bancshares Corporation ("Letchworth"), at which time Letchworth was merged with and into Tompkins. Upon completion of the merger, Letchworth's two subsidiary banks, The Bank of Castile and The Mahopac National Bank ("Mahopac National Bank"), became subsidiaries of Tompkins. The merger with Letchworth was accounted for as a pooling-of-interests, and accordingly all prior period financial information was restated to present the combined financial condition and results of operations of both companies as if the merger had been in effect for all periods presented.
Prior to the Company's acquisition of Letchworth, Letchworth had acquired 70.17% of the outstanding common stock of Mahopac National Bank in a cash transaction accounted for as a purchase on June 4, 1999.
In 2001, Tompkins completed the purchase of the minority interest in Mahopac National Bank, primarily in a stock-for-stock transaction accounted for as a purchase. Prior to September 1, 2000, the approximately 30% interest in Mahopac National Bank, which was not owned by Tompkins, was shown as a minority interest in consolidated subsidiaries on the consolidated statements of condition. Subsequent to September 1, 2000, all of the net income of Mahopac National Bank is included in Tompkins' consolidated net income. The approximately 30% acquisition of Mahopac National Bank resulted in a core deposit intangible of $1.9 million and goodwill of $3.2 million.
Effective January 1, 2001, the Company completed the acquisition of 100% of the common stock of Austin, Hardie, Wise Agency, Inc. and Ernest Townsend & Son, Inc., in a cash and stock transaction accounted for as a purchase. The purchase price exceeded the fair value of identifiable assets acquired less liabilities assumed by $4.4 million, which was recorded as goodwill. The two agencies have been merged with and into Tompkins Insurance Agencies, Inc. ("Tompkins Insurance"), a wholly-owned subsidiary of Tompkins. The purchase agreements for the insurance agencies included provisions for additional consideration to be paid in the form of the release of shares of Company stock from escrow if Tompkins Insurance met certain income targets in 2001 and 2002. Tompkins Insurance met the income targets, resulting in the release of 13,802 shares in 2001 and 22,967 shares in 2002 as additional consideration. Such shares are considered outstanding for purposes of computing diluted earnings per share beginning on October 1, 2001 for shares released in 2001 and beginning on July 1, 2002 for shares released in 2002.
On June 22, 2001, Tompkins Insurance acquired the assets of Youngs & Linfoot of LeRoy, Inc. in a cash transaction accounted for as a purchase. The purchase price exceeded the fair value of identifiable assets acquired less liabilities assumed by $287,000, which was recorded as goodwill. The transaction also resulted in $65,000 of identifiable intangibles consisting of a covenant not to compete, which is being amortized over 5 years.
On February 1, 2003, Tompkins Insurance acquired the assets of the Powers Agency, Inc. in a cash transaction accounted for as a purchase. The transaction resulted in identifiable intangible assets of $57,000 and goodwill of $75,000. The identifiable intangible asset consists of a covenant not to compete and is being amortized over 5 years. The goodwill is not being amortized.
On November 1, 2003, Tompkins Insurance acquired 100% of the stock of Youngs & Linfoot, Inc., an insurance agency in Geneseo, New York, in a stock and cash transaction accounted for as a purchase. The transaction resulted in identifiable intangible assets of $243,000 consisting of customer lists and contracts of $150,000 and a covenant not to compete of $93,000. Goodwill, in the amount of $782,000, is not being amortized. The covenant not to compete and other identifiable intangible assets are being amortized over 6 years.
Narrative Description of Business
The Company provides traditional banking and related financial services, which constitute the Company's only reportable business segment. Banking services consist primarily of attracting deposits from the areas served by its banking offices and using those deposits to originate a variety of commercial loans, consumer loans, real estate loans, and leases. The Company's principal expenses are interest on deposits, interest on borrowings, and operating and general administrative expenses, as well as provisions for loan/lease losses. Funding sources, other than deposits, include borrowings, securities sold under agreements to repurchase, and cash flow from lending and investing activities. Tompkins provides a variety of financial services to individuals and small business customers. Some of the traditional banking and related financial services are detailed below.
Commercial Services The Company's subsidiary banks provide financial services to corporations and other business clients. Lending activities include loans for a variety of business purposes, including real estate financing, construction, equipment financing, accounts receivable financing, and commercial leasing. Other commercial services include deposit and cash management services, letters of credit, sweep accounts, credit cards, purchasing cards, merchant processing, and Internet-based account services.
Retail Services The Company's subsidiary banks provide a variety of retail banking services including checking accounts, savings accounts, time deposits, IRA products, brokerage services, residential mortgage loans, personal loans, home equity loans, credit cards, debit cards and safe deposit services. Retail services are accessible through a variety of delivery systems including branch facilities, ATMs, voice response, and Internet banking.
Trust and Investment Management Services The Company provides trust and investment services through Tompkins Investment Services, a division of Tompkins Trust Company. Tompkins Investment Services, with office locations at all three of the Company's subsidiary banks, provides a full range of money management services, including investment management accounts, custody accounts, trusts, retirement plans and rollovers, estate settlement, and financial planning.
Insurance Services The Company provides insurance services through its Tompkins Insurance subsidiary. Tompkins Insurance is an independent agency, representing 22 major insurance carriers with access to special risk property and liability markets. Tompkins Insurance has state of the art computer systems for record keeping, claim processing and coverage confirmation, and can provide instant insurance pricing comparisons from some of the country's finest insurance companies. Tompkins Insurance has six Western New York office locations serving markets contiguous to The Bank of Castile.
Securities Portfolio The Company maintains a portfolio of securities such as U.S. government and agency securities, obligations of states and political subdivisions thereof, equity securities, and interest-bearing deposits. Management typically invests in securities with short to intermediate average lives in order to better match the interest rate sensitivities of its assets and liabilities.
Investment decisions are made within policy guidelines established by the Company's Board of Directors. The investment policy established by the Board of Directors is based on the asset/liability management goals of the Company, and is monitored by the Company's Asset/Liability Management Committee. The intent of the policy is to establish a portfolio of high quality diversified securities, which optimizes net interest income within acceptable limits of safety and liquidity. Securities, other than certain obligations of states and political subdivisions thereof, are classified as available-for-sale, though it is generally management's intent to hold all securities to maturity. Securities available-for-sale may be used to enhance total return, provide additional liquidity, or reduce interest rate risk.
Competition
The Company's subsidiary banks operate 34 offices, including 1 limited-service office, serving communities in upstate New York. The Trust Company operates 14 full-service and 1 limited-service banking offices in the counties of Tompkins, Cortland, Cayuga, and Schuyler. The Bank of Castile conducts its operations through its 13 full-service offices, in towns situated in and around the areas commonly known as the Letchworth State Park area and the Genesee Valley region of New York State. Mahopac National Bank is located in Putnam County, and operates 4 full-service offices in that county, and 2 full-service offices in Dutchess County.
The decision to operate as three locally managed community banks reflects management's commitment to community banking as a business strategy. For Tompkins, this community banking approach is characterized by a commitment to prompt, accurate service, and the personal touch provided by knowledgeable, dedicated employees. The combined resources of the Tompkins organization provides increased capacity for growth, and greater capital resources necessary to make investments in technology and services. Tompkins has developed several specialized financial services that are now available in markets served by all three subsidiary banks. These services include trust and investment services, leasing, card services, and Internet banking. Tompkins Insurance adds a line of insurance and risk management products to the Company's array of financial products.
The area served by the Trust Company consists primarily of Tompkins County, with an estimated population of 97,000. Education plays a significant role in the local economy with Cornell University and Ithaca College being two of the county's major employers. Current economic trends include low unemployment and moderate growth. In December 2002, the Trust Company opened its first office in Cortland, New York, which has a population of approximately 49,000. In June 2003, the Trust Company opened its first office in Auburn, New York, which is in Cayuga County with a population of approximately 82,000. The Bank of Castile serves a five-county market that is primarily rural in nature. The opening of a branch office in Chili, New York, in 1999, has provided increased access to the suburban Rochester, New York, market. Excluding Monroe County, which includes Rochester, the population of the counties served by The Bank of Castile is approximately 171,000. Economic growth has been relatively flat in The Bank of Castile's market area, although the significant population base of the suburban Rochester market (in excess of 700,000 people) provides continued opportunities for growth. The primary market area for Mahopac National Bank is Putnam County, with a population of approximately 96,000. Putnam County is about 60 miles north of Manhattan, and is one of the fastest growing counties in New York State. Mahopac National Bank's Hopewell Junction and LaGrange offices are located in Dutchess County, which has a population of approximately 280,000. Mahopac National Bank also has received approval to open a branch office in Mt. Kisco, New York, which is located in Westchester County.
Competition for commercial banking and other financial services is strong in the Company's market areas. The deregulation of the banking industry and the widespread enactment of state laws that permit multi-bank holding companies, as well as an increasing level of interstate banking, have created a highly competitive environment for commercial banking. In one or more aspects of its business, the Company's subsidiaries compete with other commercial banks, savings and loan associations, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking companies, and other financial intermediaries. Some of these competitors have substantially greater resources and lending capabilities and may offer services that the Company does not currently provide. In addition, many of the Company's non-bank competitors are not subject to the same extensive federal regulations that govern financial holding companies and federally insured banks.
Competition among financial institutions is based upon interest rates offered on deposit accounts, interest rates charged on loans and other credit and service charges, the quality and scope of the services rendered, the convenience of banking facilities and, in the case of loans to commercial borrowers, relative lending limits. Management believes that a community bank is better positioned to establish personalized banking relationships with both commercial customers and individual households. The Company's community commitment and involvement in its primary market areas, as well as its commitment to quality and personalized banking services are factors that contribute to the Company's competitiveness. Management believes a locally-based bank is often perceived by the local business community as possessing a clearer understanding of local commerce and their needs. Consequently, 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. In addition, management believes a personalized service approach enables each of the Company's subsidiary banks to attract and retain core deposits.
Regulation
As a registered financial holding company, the Company is subject to examination and comprehensive regulation by the Federal Reserve Board (FRB). The Company's subsidiary banks are subject to examination and comprehensive regulation by various regulatory authorities, including the Federal Deposit Insurance Corporation (FDIC), the Office of the Comptroller of the Currency (OCC), and the New York State Banking Department (NYSBD). Each of these agencies issues regulations and requires the filing of reports describing the activities and financial condition of the entities under its jurisdiction. Likewise, such 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.
Under FRB regulations, the Company may not, without providing prior notice to the FRB, purchase or redeem its own Common Stock if the gross consideration for the purchase or redemption, combined with the net consideration paid for all such purchases or redemptions during the preceding twelve months, is equal to ten percent or more of the Company's consolidated net worth. Additionally, FRB policy provides that dividends shall not be paid except out of current earnings and unless prospective rate of earnings retention by the Company appears consistent with its capital needs, asset quality, and overall financial condition.
The FRB, the FDIC, and the OCC have promulgated capital adequacy guidelines that are considered by the agencies in examining and supervising a bank or bank holding company; and in analyzing any applications a bank or bank holding company may submit to the appropriate agency. In addition, for supervisory purposes, the agencies have promulgated regulations establishing five categories of capitalization, ranging from well capitalized to critically undercapitalized, depending upon the level of capitalization and other factors. Currently, the Company and its subsidiary banks maintain leverage and risk-based capital ratios above the required levels and are considered well capitalized under the applicable regulations. A comparison of the Company's capital ratios and the various regulatory requirements is included in Note 17 of the Company's Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K.
All deposit accounts of the Company's subsidiary banks are insured by the Bank Insurance Fund (BIF), generally in amounts up to $100,000 per depositor. The FDIC has the power to terminate a bank's insured status or to temporarily suspend it under special conditions. Deposit insurance coverage is maintained by payment of premiums assessed to banks insured by the BIF. Based on capital strength and favorable FDIC risk classifications, the subsidiary banks are not currently subject to BIF insurance assessments. Since January 1997, all BIF insured banks have been subject to special assessments to repay Financing Corporation (FICO) bonds, which were used to repay depositors of failed Savings and Loan Associations after the former Federal Savings and Loan Insurance Fund became insolvent.
Employees
At December 31, 2003, the Company employed 626 employees, approximately 113 of whom were part-time. No employees are covered by a collective bargaining agreement and the Company believes its employee relations are excellent.
Available Information
The Company maintains a website with the address www.tompkinstrustco.com. The Company is not including the information contained on the Company's website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. The Company makes available free of charge (other than an investor's own Internet access charges) through its website its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended, as soon as reasonably practicable after the Company electronically files such material with, or furnishes such material to, the Securities and Exchange Commission (the "SEC").
These reports may also be obtained at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20599. Information on the operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Copies of these reports are also available at no charge to any person who requests them, with such request directed to Tompkins Trustco, Inc., Investor Relations Department, The Commons, Ithaca, New York 14851, telephone no. (607) 273-3210.
Item 2.
Item 2. Properties
The following table provides information relating to the Company's facilities:
* Lease terminations for the Company's leased properties range from 2004 through 2042. ** Office includes two parcels of land that are being leased through 2004 and 2090, respectively.
Management believes the current facilities are suitable for their present and intended purposes.
Item 3.
Item 3. Legal Proceedings
The Company is involved in legal proceedings in the normal course of business, none of which are expected to have a material adverse impact on the financial condition or operations of the Company.
Item 4.
Item 4. Submission of Matters for a Vote by Securities Holders
There were no matters submitted to a vote of the shareholders in the fourth quarter of 2003.
Item 4A. Executive Officers of the Registrant
The information concerning the Company's executive officers is provided below as of March 1, 2004:
Business Experience of the Executive Officers:
James J. Byrnes has been Chairman of the Board of the Company since April 1992, and Chief Executive Officer of the Company since January 1989. From 1978 to 1988, Mr. Byrnes was employed at the Bank of Montreal, most recently as Senior Vice President.
James W. Fulmer was appointed President of the Company in January 2000. Effective January 1, 2003, Mr. Fulmer was appointed President and Chief Executive Officer of The Bank of Castile. Mr. Fulmer is the former President and Chief Executive Officer of Letchworth Independent Bancshares Corporation, where he served as President and Chief Executive Officer since January 1991.
Stephen E. Garner was appointed Executive Vice President of the Company in May 2000. Effective January 1, 2003, Mr. Garner was appointed President and Chief Executive Officer of Tompkins Trust Company. Prior to this appointment, Mr. Garner was the President and Chief Executive Officer of Mahopac National Bank since January 1994.
Stephen S. Romaine was appointed President and Chief Executive Officer of Mahopac National Bank effective January 1, 2003. Prior to this appointment, Mr. Romaine was Executive Vice President, Chief Financial Officer and Manager, Support Services Division of Mahopac National Bank.
Donald S. Stewart has been employed by the Company since 1972, and has served as the executive in charge of trust and investment services since December 1984. He was promoted to Executive Vice President in 1997.
Robert B. Bantle has been employed by the Company since March 2001. In July 2003, he was promoted to Executive Vice President. He is primarily responsible for retail banking services. Prior to joining the Company, Mr. Bantle was employed by Iroquois Bancorp and First National Bank of Rochester as Senior Vice President.
Francis M. Fetsko has been employed by the Company since 1996, and has served as Chief Financial Officer since December 2000. In July 2003, he was promoted to Executive Vice President. Prior to joining the Company, Mr. Fetsko was employed as a Federal Bank Examiner with the Federal Deposit Insurance Corporation from 1986 to 1995.
Joyce P. Maglione has been employed by the Company since March 1981, and has served as Senior Vice President since December 1999. Ms. Maglione is primarily responsible for personnel administration.
Lawrence A. Updike has been employed by the Company since 1965, and has served as the executive in charge of operations and systems since December 1988. In July 2003, he was promoted to Executive Vice President.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Market Price Cash Dividends Market Price & Dividend Information High Low Paid - -------------------------------------------------------------------------------- See Notes 1, 2, and 3 below:
2003 1st Quarter $43.41 $37.55 $.27 2nd Quarter 42.95 40.02 .27 3rd Quarter 52.00 40.09 .27 4th Quarter 51.50 45.32 .30
2002 1st Quarter $39.55 $35.18 $.25 2nd Quarter 44.49 33.64 .25 3rd Quarter 43.73 38.86 .27 4th Quarter 42.95 35.91 .27
Note 1 - The range of reported high and low price for Tompkins Trustco, Inc. common stock for actual transactions as quoted on the American Stock Exchange. As of March 2, 2004, there were approximately 1,893 shareholders of record.
Note 2 - Dividends on Tompkins Trustco, Inc. common stock were paid on the 14th day of February, the 15th day of May and August, and the 14th day of November of 2003; and on the 15th day of February, May, August, and November of 2002.
Note 3 - Per share data has been retroactively adjusted to reflect a 10% stock dividend paid on August 15, 2003.
Equity Compensation Plan
A discussion regarding the Company's Equity Compensation Plan is set forth in Item 12 of this Report, which, in turn, incorporates by reference certain provisions of the Proxy Statement.
Item 6.
Item 6. Selected Financial Data
Share data has been retroactively adjusted to reflect a 10% stock dividend paid on August 15, 2003.
* Cash dividends per share reflects historical information for Tompkins Trustco, Inc.
Item 7.
Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations
The following analysis is intended to provide the reader with a further understanding of the consolidated financial condition and results of operations of the Company and its operating subsidiaries for the periods shown. For a full understanding of this analysis, it should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8.
OVERVIEW
Tompkins Trustco, Inc. ("Tompkins" or the "Company"), is the corporate parent to three community banks, Tompkins Trust Company ("Trust Company"), The Bank of Castile, and The Mahopac National Bank ("Mahopac National Bank"), which together operate 34 banking offices in local market areas throughout New York State. Through its community banking subsidiaries, the Company provides traditional banking services, and offers a full range of money management services through Tompkins Investment Services, a division of Tompkins Trust Company. The Company also offers insurance services through its Tompkins Insurance Agencies, Inc. ("Tompkins Insurance") subsidiary, an independent agency with a history of over 100 years of service to individual and business clients throughout Western New York. Each Tompkins subsidiary operates with a community focus, meeting the needs of the unique communities served. The Company conducts its business through its wholly-owned subsidiaries, Tompkins Trust Company, The Bank of Castile, The Mahopac National Bank, and Tompkins Insurance Agencies, Inc. Unless the context otherwise requires, the term "Company" refers to Tompkins Trustco, Inc. and its subsidiaries.
Headquartered in Ithaca, New York, Tompkins is registered as a Financial Holding Company with the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended. Tompkins was organized in 1995 under the laws of the State of New York, as a bank holding company for Tompkins Trust Company, a commercial bank that has operated in Ithaca and surrounding communities since 1836.
Forward-Looking Statements
The Company is making this statement in order to satisfy the "Safe Harbor" provision contained in the Private Securities Litigation Reform Act of 1995. The statements contained in this Report on Form 10-K that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are made based on management's expectations and beliefs concerning future events impacting the Company and are subject to certain uncertainties and factors relating to the Company's operations and economic environment, all of which are difficult to predict and many of which are beyond the control of the Company, that could cause actual results of the Company to differ materially from those matters expressed and/or implied by forward-looking statements. The following factors are among those that could cause actual results to differ materially from the forward-looking statements: changes in general economic, market and regulatory conditions; the development of an interest rate environment that may adversely affect the Company's interest rate spread, other income or cash flow anticipated from the Company's operations, investment and/or lending activities; changes in laws and regulations affecting banks, bank holding companies and/or financial holding companies; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; governmental and public policy changes, including environmental regulation; protection and validity of intellectual property rights; reliance on large customers; and financial resources in the amounts, at the times and on the terms required to support the Company's future businesses. In addition, such forward-looking statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, including interest rate and currency exchange rate fluctuations, and other factors.
Critical Accounting Policies
In the course of the Company's normal business activity, management must select and apply many accounting policies and methodologies that lead to the financial results presented in the consolidated financial statements of the Company. Some of these policies are more critical than others. Management considers the accounting policy relating to the reserve for loan/lease losses to be a critical accounting policy because of the uncertainty and subjectivity inherent in estimating the levels of allowance needed to cover probable credit losses within the loan portfolio and the material effect that these estimates can have on the Company's results of operations. Significant factors that could give rise to changes in these estimates may include, but are not limited to, changes in economic conditions in the local area, concentration of risk, and declines in local property values. While management's evaluation of the reserve for loan/lease losses as of December 31, 2003, considers the allowance to be adequate, under adversely different conditions or assumptions, the Company would need to increase the allowance.
All accounting policies are important and the reader of the financial statements should review these policies, described in Note 1 to the consolidated financial statements, to gain a greater understanding of how the Company's financial performance is reported. Share and per share data have been retroactively adjusted to reflect a 10% stock dividend paid on August 15, 2003.
RESULTS OF OPERATIONS (Comparison of December 31, 2003 and 2002 results)
General
Net income for the year ended December 31, 2003, was up 5.6% to $24.2 million, compared to $22.9 million in 2002. On a per share basis, the Company earned $2.92 per diluted share in 2003 compared to $2.76 per diluted share in 2002. Successful implementation of the Company's key business strategies contributed to the successful results in 2003. These strategies include a commitment to community banking through diversified revenue sources consisting of net interest income generated from the loan and securities portfolios, trust and investment services income, and other service charges and fees for providing banking and related financial services. Evidence of the success of these strategies includes 7.4% growth in total loans and 8.7% growth in core deposits (total deposits less time deposits of $100,000 and more, brokered deposits, and municipal money market deposits) from December 31, 2002 to December 31, 2003, as well as growth in key fee income categories as discussed below.
The historically low interest rate environment made 2003 a challenging year, as yields on the Company's earning assets repriced downward more rapidly than the interest cost on the Company's interest-bearing liabilities. The Company's net interest margin decreased from 4.64% in 2002 to 4.28% in 2003. Despite the decline in the net interest margin, net interest income grew by 3.6% to $67.5 million in 2003 from $65.1 million in 2002 as a result of growth in average earning assets.
The general economic climate of the markets served by Tompkins varied by region, but was most challenging in the Western New York market, which has been negatively impacted by cutbacks and layoffs by some major employers in Rochester, NY. The weakness in the Western New York market contributed to an increase in net loan/lease charge-offs from $1.2 million in 2002 to $2.5 million in 2003. Nonperforming assets of $8.0 million at December 31, 2003, are up slightly from $7.8 million at year-end 2002.
Noninterest income for 2003 was $25.3 million, an increase of 6.5% over 2002. Growth in noninterest income was moderated by the fact that 2002 results included $363,000 in realized securities gains, compared to $43,000 in realized securities gains in 2003. The growth trends for key fee generating business activities were positive for the year. Service charges on deposit accounts were $7.2 million, up 14.2% from the prior year; trust and investment services income was $4.3 million, up 3.6%; and insurance commissions and fees were $5.3 million, up 7.4%.
Noninterest expenses were $53.9 million in 2003, up 3.0% over 2002. Current period comparison to 2002 is favorably impacted by a $650,000 nonrecurring charge associated with a revaluation of certain pension liabilities in the fourth quarter of 2002. Largely as a result of this charge, pension and employee benefits expense declined from $2.4 million in the fourth quarter of 2002, to $1.7 million in the fourth quarter of 2003. Expansion of the Company's network of banking offices contributed to higher expenses, with 2003 being the first full year of operations for the LaGrange Office of Mahopac National Bank, opened in July 2002; and the Cortland Office of Tompkins Trust Company, opened in December 2002. In addition, the Auburn Office of Tompkins Trust Company was opened in July 2003.
In addition to growth in earnings per share, key performance measurements for the Company, include return on average shareholders' equity (ROE) and return on average assets (ROA). ROE was 15.90% in 2003, compared to 16.41% in 2002, while ROA was 1.37% in 2003, down from 1.45% in 2002. The declines in ROA and ROE reflect the fact that total assets and total equity grew more rapidly in 2003 than did net income. Despite the declines in these performance measures, ROA and ROE for Tompkins continue to compare favorably to bank holding company peer ratios widely available from the Federal Reserve Board.
Net Interest Income
Table 1 illustrates the trend in average interest-earning assets and interest-bearing liabilities, and the corresponding yield or cost associated with each. Tax-equivalent net interest income improved to $69.9 million in 2003, up from $67.4 million in 2002. Net interest income benefited from growth in earning assets, an improved mix of earning assets, and growth in deposits. The continued low interest rate environment resulted in a decrease in the net interest margin from 4.64% in 2002, to 4.28% in 2003. The yield on earning assets decreased from 6.62% for the fiscal year ended December 31, 2002 to 5.72% for fiscal 2003. The cost of interest bearing liabilities decreased from 2.43% to 1.76% over the same time period.
Average earning assets increased by $178.9 million or 12.3% in 2003, from $1.5 billion to $1.6 billion. Growth in average earning assets was primarily centered in the loan portfolio. Average loans grew by $101.9 million, which included an $89.0 million increase in average real estate loans, a $15.7 million increase in average commercial loans, a $2.9 million increase in leases, and a $5.7 million decrease in consumer and other loans. The growth in real estate loans is net of $52.6 million of loan sales in 2003 to Federal agencies, and the securitization of $39.7 million in loans that are now held in the Company's available-for-sale portfolio as mortgage-backed securities.
Average securities (excluding changes in unrealized gains and losses on available-for-sale securities) increased by $86.5 million between 2002 and 2003. Growth in the securities portfolio includes a $53.1 million increase in average U.S. Government mortgage-backed securities and a $41.0 million increase in average U.S. Government agency securities. The increase in mortgage-backed securities includes the effect of the $39.7 million in securities that were created from the Company's own mortgage production. The low interest rate environment in 2003 led to higher prepayments on mortgage-backed securities in 2003 than in 2002. Consequently, premium amortizations on mortgage-backed securities were significantly higher in 2003 than in 2002. For the year ended December 31, 2003, net premium/discount amortizations on securities totaled $3.9 million compared with $2.0 million in 2002.
Core deposits, which include demand deposits, savings accounts, non-municipal money market accounts, and time deposits less than $100,000, represent the Company's largest and lowest cost funding source. Average core deposits increased by 6.2% from $1.0 billion in 2002 to $1.1 billion in 2003 and supported average earning asset growth. Non-core funding sources, which include time deposits of $100,000 or more, brokered deposits, municipal money market deposits, Federal funds purchased, securities sold under repurchase agreements, and other borrowings provided additional sources of funding to support asset growth. Average balances on these non-core funding sources increased by $109.3 million from $400.8 million at year-end 2002 to $510.1 million at year-end 2003. The primary component of non-core funding sources at December 31, 2003 was municipal money market accounts with an average balance of $152.3 million.
Changes in net interest income occur from a combination of changes in the volume of interest-earning assets and interest-bearing liabilities, and in the rate of interest earned or paid on them. Table 2 illustrates changes in interest income and interest expense attributable to changes in volume (change in average balance multiplied by prior year rate), changes in rate (change in rate multiplied by prior year volume), and the net change in net interest income. The net change attributable to the combined impact of volume and rate has been allocated to each in proportion to the absolute dollar amounts of the change. The $2.4 million increase in tax-equivalent net interest income from 2002 to 2003 included a $5.3 million decrease in interest expense and a $2.9 million decrease in interest income. An increased volume of earning assets contributed to a $7.8 million increase in net interest income between 2002 and 2003, while changes in interest rates reduced net interest income by $5.4 million, resulting in the net increase of $2.4 million.
Table 1 - Average Statements of Condition and Net Interest Analysis
(1) Average balances and yields on available-for-sale securities are based on amortized cost.
(2) Interest income includes the tax effects of taxable-equivalent adjustments using a combined New York State and Federal effective income tax rate of 40% to increase tax-exempt interest income to a taxable equivalent basis. The tax equivalent adjustments for 2003, 2002, and 2001 were as follows: $2,354,000, $2,261,000, and $2,009,000.
(3) Nonaccrual loans are included in the average loan totals presented above. Payments received on nonaccrual loans have been recognized as disclosed in Note 1 of the consolidated financial statements.
Table 2 - Analysis of Changes in Net Interest Income
Notes: See notes to Table 1 above.
Provision for Loan/Lease Losses
The provision for loan/lease losses represents management's estimate of the expense necessary to maintain the reserve for loan/lease losses at an adequate level. The provision for loan/lease losses was $2.5 million in 2003, compared to $2.2 million in 2002. The increase in 2003 is primarily due to continued growth in the loan/lease portfolio, as well as the changing composition of the loan/lease portfolio, which includes increased levels of commercial loans and commercial real estate loans. The Company's loan/lease portfolio remains of generally high quality. Nonperforming loans/leases were $7.6 million at December 31, 2003, representing 0.71% of total loans/leases. Nonperforming loans/leases were $7.5 million at December 31, 2002, representing 0.76% of total loans/leases. Net charge-offs of $2.5 million in 2003 represented 0.24% of average loans/leases during the period, compared to net charge-offs of $1.2 million in 2002, representing 0.13% of average loans/leases.
Noninterest Income
Although net interest income remains the primary revenue source for the Company, competitive, regulatory, and economic conditions have led management to target noninterest income opportunities as important drivers of long-term revenue growth. Management believes a continued focus on noninterest income will improve the Company's ability to compete with non-bank competitors, and reduce earnings volatility that may result from changes in the general interest rate environment. These efforts resulted in $25.3 million in noninterest income for 2003, a 6.5% increase over 2002 noninterest income of $23.7 million. Sources of noninterest income include trust and investment services, insurance fees and commissions, service charges on deposit accounts, and card services products. The Company has been able to expand the contribution of noninterest income to total revenues by developing and introducing new products and by marketing its services across all of the Company's markets.
Revenue from trust and investment services is a significant source of noninterest income for the Company, generating $4.3 million in revenue in 2003, an increase of 3.6% over revenue of $4.2 million in 2002. Tompkins Investment Services generates fee income through managing trust and investment relationships, managing estates, providing custody services, and managing employee benefit plans. Fees are largely based on the market value of the assets managed by the division, and may vary by the mix of accounts between the various categories. Services are primarily provided to customers in the Trust Company's market area of Tompkins County and surrounding areas; however, Tompkins Investment Services representatives serve clients in The Bank of Castile and Mahopac National Bank markets. The division currently manages assets for clients in all 50 states. The weak stock market in 2002 and early 2003 had an unfavorable impact on trust commissions and fees. With the improvement in the national stock markets in mid 2003 and solid new business generation, the market
value of assets managed by, or in custody of, Tompkins Investment Services increased by $182.1 million or 15.1% to $1.4 billion at December 31, 2003 from $1.2 billion at December 31, 2002.
Service charges on deposit accounts were up $896,000 or 14.2% to $7.2 million in 2003, compared to $6.3 million in 2002. An increase in the aggregate dollar value of deposit accounts, fee increases, and additional deposit services contributed to the growth in service charges on deposit accounts in 2003 over 2002. The average dollar volume of noninterest-bearing accounts increased by $25.1 million between 2002 and 2003, from $236.6 million to $261.7 million, while interest-bearing checking, savings and money market accounts increased by $65.7 million over the same period, from $660.9 million to $726.6 million.
Insurance commissions and fees were $5.3 million in 2003, an increase of $365,000 or 7.4% over 2002. Tompkins Insurance primarily offers property and casualty insurance to individuals and businesses in Western New York State. Higher premium costs instituted by underwriting insurance companies, and Tompkins Insurance's acquisition of two small insurance agencies in 2003 contributed to the growth in commission income in 2003 over 2002. Additionally, Tompkins Insurance has expanded its efforts to offer services to customers of The Bank of Castile. These efforts include locating Tompkins Insurance representatives in two Bank of Castile offices during 2003. Initial results of these co-location efforts have been very positive. The acquisitions are detailed in Note 6 to the Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K.
Card services income of $2.3 million in 2003 was up $162,000 or 7.7% over income of $2.1 million in 2002. An increased number of cardholders and higher transaction volume contributed to the growth in card services income in 2003 over 2002. Card services remains a growth area for the Company, as technology has created opportunities to better serve customers with new products. Card services products include traditional credit cards, purchasing cards, debit cards, automated teller machines (ATM), and merchant card processing.
Noninterest income also includes $1.0 million from increases in cash surrender value of corporate owned life insurance (COLI), down from $1.4 million in 2002. The decrease in earnings in 2003 compared to 2002 reflects lower returns on the insurance assets as a result of the current historically low interest rate environment. The COLI relates to life insurance policies covering certain senior officers of the Company and its subsidiaries. Increases in the cash surrender value of the insurance are reflected as other noninterest income, net of the related mortality expense. The Company's average investment in COLI was $22.0 million during 2003 compared to $20.7 million at during 2002. The Company repaid approximately $449,000 of policy loans in 2003. Although income associated with the insurance policies is not included in interest income, increases in the cash surrender value produced a tax-adjusted return of approximately 7.67% in 2003, 9.08% in 2002, and 8.07% in 2001.
During 2003, residential loan volume benefited from the historically low interest rate environment. As a result of strong loan application volume, which included a high percentage of applications to refinance loans currently serviced by the Company, the volume of residential loan sales increased from $28.8 million in 2002 to $52.6 million in 2003. Net gains from loan sales amounted to $970,000 in 2003 compared to $671,000 in 2002. The majority of the gains on loan sales were recognized in the first six months of 2003 given the favorable interest rate environment. Refinancing volume and loan sales slowed considerably in the third quarter of 2003 as a result of the upward movement of interest rates.
The Company has an investment in a small business investment company partnership, Cephas Capital Partners, L.P. ("Cephas"), totaling $3.5 million at December 31, 2003, a decrease from $4.2 million at December 31, 2002. The decrease reflects the sale of a portion of the Company's investment to a new investor. Because the Company's percentage ownership in Cephas exceeds 20%, the equity method of accounting is utilized, such that the Company's percentage of Cephas' income is recognized as income on its investment; and likewise, any loss by Cephas is recognized as a loss on the Company's investment. For 2003, the Company recognized income from this investment of $350,000, which includes the $194,000 gain recognized on the sale of a portion of its ownership percentage, compared with income of $90,000 in 2002. The Company believes that as of December 31, 2003, there is no impairment with respect to this investment.
Noninterest Expense
Noninterest expenses for the year ended December 31, 2003, were $53.9 million, an increase of 3.0% over noninterest expenses of $52.3 million for the year ended December 31, 2002. The increase in 2003 is largely concentrated in salaries and employee benefits and reflects an increase in full-time equivalents (FTE). Average FTEs increased from 530 at December 31, 2002 to 546 at December 31, 2003.
Personnel-related expenses comprise the largest segment of noninterest expense, representing 57.5% of noninterest expenses in 2003, compared to 56.5% in 2002. Total personnel-related expenses increased by $1.4 million or 4.9% in 2003, to $31.0 million from $29.5 million. The year-over-year growth in personnel-related expenses was favorably impacted by the $650,000 charge associated with a revaluation of certain pension liabilities in the fourth quarter of 2002. The increase in personnel-related expenses is due to a several factors including an increased number of employees and higher benefit related costs for medical insurance and pensions. The increase in employees is associated primarily with staffing of new offices, including the Cortland (December 2002) and Auburn (July 2003) offices of the Trust Company and a new Mahopac National Bank office in LaGrange (July 2002).
Expense for premises, furniture, and fixtures totaled $6.7 million in 2003, an increase of $379,000 or 6.0% over expense of $6.3 million in 2002. The additions to the Company's branch network mentioned above as well as higher taxes, insurance and utilities contributed to the increase in bank premises and furniture and fixture expense.
Marketing expenses were up $147,000 or 8.2% to $1.9 million for the year ended December 31, 2003, from $1.8 million for the same period in 2002. Promotional expenses related to the expansion of the Company's branch network contributed to the increase in marketing expense in 2003 over 2002.
Other operating expenses were $13.5 million for the 12 months ended December 31, 2003, a decrease of $263,000 or 1.9% compared to expenses of $13.7 million for the same period in 2002. This expense category includes postage and courier, printing and supplies, professional fees, software licenses and maintenance, card services, and audits and examinations. Other operating expenses for 2003 include approximately $400,000 of losses resulting from fraudulent credit card transactions perpetrated against Tompkins Trust Company and several other banks in the third quarter of 2003. Comparison of 2003 results with 2002 results are favorably impacted by a $250,000 reduction in expenses related to residual losses on leased vehicles and $195,000 reduction in expense related to penalties on discretionary prepayment of Federal Home Loan Bank borrowings.
The Company's efficiency ratio, defined as operating expense excluding amortization of intangible assets, divided by tax-equivalent net interest income plus noninterest income before securities gains and losses (increase in the cash surrender value of COLI is shown on a tax equivalent basis), was 55.7% in 2003, compared to 56.3% in 2002. The improvement is largely due to an increase in noninterest income.
Minority Interest in Consolidated Subsidiaries
Minority interest expense represents the portion of net income in consolidated majority-owned subsidiaries that is attributable to the minority owners of a subsidiary. The Company had minority interest expense of $134,000 in each of 2002 and 2003, related to minority interests in three real estate investment trusts, which are substantially owned by the Company's banking subsidiaries.
Income Tax Expense
The provision for income taxes provides for Federal and New York State income taxes. The 2003 provision was $12.1 million, compared to $11.3 million in 2002. The increase was primarily due to a higher level of taxable income. The effective tax rate for the Company increased in 2003 to 33.3%, from 33.0% in 2002.
RESULTS OF OPERATIONS (Comparison of December 31, 2002 and 2001 results)
General
Net income for the year ended December 31, 2002, was up 16.7% to $22.9 million, compared to $19.6 million in 2001. On a per share basis, the Company earned $2.76 per diluted share in 2002 compared to $2.38 per share in 2001. Return on average shareholders' equity (ROE) was 16.41% in 2002, compared to 15.82% in 2001. The increase in ROE in 2002 is due to earnings growth outpacing equity growth during the period. Return on average assets (ROA) was 1.45% in 2002, which is in line with ROA of 1.46% in 2001.
The Company's strong earnings performance in 2002 is attributable to the success of the core business strategies of the Company. These strategies include a commitment to community banking through diversified revenue sources consisting of net interest income generated from the loan and securities portfolios, trust and investment services income, and other service charges and fees for providing banking and related financial services.
Net Interest Income
Table 1 illustrates the trend in average interest-earning assets and interest-bearing liabilities, and the corresponding yield or cost associated with each. Tax-equivalent net interest income improved to $67.4 million in 2002, up from $60.0 million in 2001. Net interest income benefited from growth in earning assets, an improved mix of earning assets, and growth in deposits. A low interest rate environment led to a decrease in asset yields, which contributed to a decrease in the net interest margin from 4.87% in 2001, to 4.64% in 2002.
Average earning assets increased by $220.9 million or 17.9% in 2002, from $1.2 billion to $1.5 billion. Growth in average earning assets was primarily centered in the investment portfolio. Average securities (excluding changes in unrealized gains and losses on available-for-sale securities) increased by $144.0 million between 2001 and 2002. Average loans grew by $75.6 million, which included a $33.5 million increase in average commercial loans, a $44.1 million increase in average real estate loans, and a $3.0 million decrease in consumer and other loans. Core deposits, which include demand deposits, savings accounts, non-municipal money market accounts, and time deposits less than $100,000, represent the Company's largest and lowest cost funding source. Growth in average assets was funded primarily with core deposits, which increased by 18.9% from an average balance of $860.4 million in 2001, to $1.0 billion in 2002. Non-core funding sources, which include time deposits of $100,000 or more, brokered deposits, municipal money market deposits, Federal funds purchased, securities sold under repurchase agreements, and other borrowings provided additional sources of funding to support asset growth. Average balances on these non-core funding sources increased by $57.6 million between 2001 and 2002. The primary component of non-core funding sources at December 31, 2002 was municipal money market accounts with an average balance of $122.1 million.
Changes in net interest income occur from a combination of changes in the volume of interest-earning assets and interest-bearing liabilities, and in the rate of interest earned or paid on them. Table 2 illustrates changes in interest income and interest expense attributable to changes in volume (change in average balance multiplied by prior year rate), changes in rate (change in rate multiplied by prior year volume), and the net change in net interest income. The net change attributable to the combined impact of volume and rate has been allocated to each in proportion to the absolute dollar amounts of the change. The $7.4 million increase in tax-equivalent net interest income from 2001 to 2002 included a $53,000 increase in interest income and a $7.4 million decrease in interest expense. An increased volume of earning assets contributed to a $12.3 million increase in net interest income between 2001 and 2002, while changes in interest rates reduced net interest income by $4.9 million, resulting in the net increase of $7.4 million.
Provision for Loan/Lease Losses
The provision for loan/lease losses represents management's estimate of the expense necessary to maintain the reserve for loan/lease losses at an adequate level. The provision for loan/lease losses was $2.2 million in 2002, compared to $1.6 million in 2002. The increase in 2002 is primarily due to continued growth in the loan/lease portfolio, as well as the changing composition of the loan/lease portfolio, which includes increased levels of commercial loans and commercial real estate loans. The Company's loan/lease portfolio remains of generally high quality. Nonperforming loans/leases were $7.5 million at December 31, 2002 and December 31, 2001, representing 0.76% and 0.85% of total loans/leases outstanding at December 31, 2002 and December 31, 2001, respectively. Net charge-offs of $1.2 million in 2002 represented 0.13% of average loans/leases during the period, compared to net charge-offs of $724,000 in 2001, representing 0.08% of average loans/leases. Net charge-offs in 2001 benefited from a $320,000 recovery on a commercial relationship.
Noninterest Income
Noninterest income for 2002 was $23.7 million, a 19.3% increase over 2001 income of $19.9 million. Sources of noninterest income include trust and investment services, insurance fees and commissions, service charges on deposit accounts, and card services products. The Company has been able to expand the contribution of noninterest income to total revenues by developing and introducing new products and by marketing its services across all of the Company's markets.
Revenue from trust and investment services is a significant source of noninterest income for the Company, generating $4.2 million in revenue in 2002, a decrease of 10.2% from trust revenue of $4.6 million in 2001. Lower fee income is primarily attributable to the weak performance of national stock markets in 2002. Income generated by Tompkins Investment Services is largely based on the value of the assets managed by the division as well as the mix of accounts between the various categories, including personal trust and agency accounts, employee benefit accounts, investment management accounts, and custody accounts. The value of assets managed by or in custody of Tompkins Investment Services is affected by general trends in the stock market, as well as the amount of new business generated. Despite generally unfavorable trends in the stock market during 2002, the market value of assets managed by, or in custody of, Tompkins Investment Services increased by $69.4 million to $1.2 billion at December 31, 2002 from $1.1 billion at December 31, 2001.
Service charges on deposit accounts were $6.3 million in 2002, compared to $4.7 million in 2001. The increase in 2002 is largely due to the introduction of a new service in early 2002, which automated overdraft payment decisions. An increase in deposit accounts also contributed to the increase in service charges as the average dollar volume of noninterest-bearing accounts increased by $29.9 million between 2001 and 2002, from $206.7 million to $236.6 million, while savings and money market accounts increased by $233.2 million over the same period, from $427.7 million to $660.9 million.
Insurance commissions and fees generated through Tompkins Insurance added $4.9 million in noninterest income in 2002 compared to $4.2 million in 2001, an increase of 16.0%. The agencies primarily offer property and casualty insurance to individuals and businesses in western New York State. Rising premium costs instituted by underwriting insurance companies contributed to commission growth in 2002.
The largest category of other service charges is card services fees. Card services remains a growth area for the Company, as technology has created opportunities to better serve customers with new products. Card services products include traditional credit cards, purchasing cards, debit cards, automated teller machines (ATM), and merchant card processing. Fee income associated with card services was $2.8 million in 2002, compared to $2.4 million in 2001, an increase of 16.0%.
Noninterest income also includes $1.4 million from increases in cash surrender value of corporate owned life insurance, up from $1.1 million in 2001. This income is exempt from taxes. The corporate owned life insurance relates to life insurance policies covering certain senior officers of the Company and its subsidiaries. Increases in the cash surrender value of the insurance are reflected as other noninterest income, net of the related mortality expense. Although income associated with the insurance policies is not included in interest income, increases in the cash surrender value produced a tax-adjusted return of approximately 9.08% in 2002, and 8.07% in 2001.
The Company's investment in Cephas totaled $4.2 million at December 31, 2002, a slight increase from $4.1 million at December 31, 2001. Because the Company's percentage ownership in Cephas exceeds 20%, the equity method of accounting is utilized, such that the Company's percentage of Cephas' income is recognized as income on its investment; and likewise, any loss by Cephas is recognized as a loss on the Company's investment. For 2002, the Company recognized income of $90,000 compared with a loss of $300,000 in 2001. During the fourth quarter of 2001, Cephas recognized a $2.0 million loss on a single investment. The Company's portion of that loss totaled $770,000, which was recognized in the fourth quarter of 2001 as a reduction to other operating income. The Company believes that as of December 31, 2002, there is no impairment with respect to this investment.
Noninterest Expense
Noninterest expenses for the year ended December 31, 2002, were $52.3 million, an increase of 13.5% over noninterest expenses of $46.1 million for the year ended December 31, 2001. The increase in 2002 is largely concentrated in salaries and employee benefits and reflects an increase in full-time equivalents (FTE). Average FTEs increased from 513 at December 31, 2001 to 530 at December 31, 2002.
Personnel-related expenses comprise the largest segment of other expense, representing approximately 56.5% of noninterest expenses in 2002, compared to approximately 55.0% in 2001. Total personnel-related expenses increased by $4.2 million in 2002, to $29.5 million from $25.3 million. The higher personnel-related expenses reflect the increase in FTE associated primarily with staffing of new offices, including the Hopewell (October 2001) and LaGrange (July 2002) offices of Mahopac National Bank and the Cortland office (December 2002) of the Trust Company. Pension related expenses were also higher in 2002 than in 2001. The increase in pension expense includes a nonrecurring charge of approximately $650,000 associated with a reevaluation of certain pension liabilities.
Expense for premises, furniture, and fixtures increased to $6.3 million in 2002, from $5.8 million in 2001. The increase in 2002 is due to the opening of the Hopewell and LaGrange offices of Mahopac National Bank, and the Cortland office of the Trust Company. Also contributing to the increase is additional depreciation associated with continued investments in technology. Technology investments in 2002 included equipment upgrades to bring Mahopac National Bank onto the same core processing systems used by the Trust Company and The Bank of Castile, improved automation for check processing, improved document imaging technology, and an upgrade to the Company's mainframe computer system.
The adoption of Statement of Financial Accounting Standards (SFAS) No. 142 on January 1, 2002 contributed to the $813,000 decrease in the amortization of intangible assets in 2002 over 2001. Amortization of intangible assets decreased from $1.7 million in 2001 to $867,000 in 2002. Upon adoption, the Company was no longer required to amortize its goodwill. The effect of the adoption of SFAS No. 142 is presented in Note 2 to the consolidated financial statements. Under SFAS No. 142, the Company is required to perform an annual assessment of intangible assets for impairment. The Company performed an impairment testing of its intangible assets as of December 31, 2002, and no impairment loss is required.
Other identifiable intangibles on the Company's books consist primarily of core deposit intangibles related to the acquisition of Mahopac National Bank. At December 31, 2002, core deposit intangible assets totaled $2.7 million, and are being amortized over a 10-year period. Amortization of core deposit intangible assets is not affected by the adoption of SFAS No. 142.
Other expenses include fees paid for marketing services, postage and courier services, telephone expense, donations, software maintenance and amortization, and card services related expense. The increase in other expenses, from $13.2 million in 2001 to $15.5 million in 2002, is attributable to several factors, including normal increases associated with growth in noninterest revenue, marketing costs associated with new branch openings, additional reserves for leased vehicles residual losses, increased penalties associated with the prepayment of certain borrowings, and increased technology costs. In 2002, the Company prepaid certain higher interest rate borrowings with the Federal Home Loan Bank to reduce borrowing costs, resulting in the increase in prepayment penalties.
The Company's efficiency ratio, defined as operating expense excluding amortization of intangible assets, divided by tax-equivalent net interest income plus noninterest income before securities gains and losses (increase in the cash surrender value of COLI is shown on a tax equivalent basis), was 56.3% in 2002, compared to 55.4% in 2001. The increased costs of opening new offices, including personnel costs, premises and equipment expenses, and marketing costs, contributed to the unfavorable increase in the Company's efficiency ratio.
Minority Interest in Consolidated Subsidiaries
Minority interest expense represents the portion of net income in consolidated majority-owned subsidiaries that is attributable to the minority owners of a subsidiary. The Company had minority interest expense of $134,000 in each of 2001 and 2002, related to minority interests in three real estate investment trusts, which are substantially owned by the Company's banking subsidiaries.
Income Tax Expense
The provision for income taxes provides for Federal and New York State income taxes. The 2002 provision was $11.3 million, compared to $10.4 million in 2001. The increase was primarily due to a higher level of taxable income, although the effective tax rate for the Company decreased in 2002 to 33.0%, compared to 34.5% in 2001. The decrease in the effective tax rate is due to a variety of factors, including a change in the tax treatment of dividends paid on shares of Company common stock held in the ESOP.
FINANCIAL CONDITION
During 2003, total assets grew by $194.2 million or 11.6% to $1.9 billion at December 31, 2003, compared to $1.7 billion at December 31, 2002. Table 3 provides a comparison of average and year-end balances of selected balance sheet categories over the past three years, and the change in those balances between 2002 and 2003. Earning asset growth in 2003 consisted of a $73.8 million increase in loans, and a $116.8 million increase in the amortized cost of securities. Loan growth is net of $52.6 million in sales of fixed rate residential mortgage loans and $39.7 million of residential loans that were securitized in the third quarter of 2003. The available-for-sale portfolio (at amortized cost) increased by $106.0 million from year-end 2002. In addition to the securitization transaction, part of the increase in the securities portfolio reflects the use of short-term borrowings from the Federal Home Loan Bank ("FHLB") to purchase securities in advance of anticipated cash flows from the securities portfolio.
Core deposits remain the primary source of funding with core deposits increasing by $90.2 million or 8.7% to $1.1 billion at year-end 2003, from $1.0 billion at year-end 2002. The Company also uses wholesale funding sources, which include borrowings and securities sold under agreements to repurchase, to support asset growth. These funding sources increased by $115.2 million between year-end 2003 and year-end 2002 to $275.0 million from $159.8 million. Refer to Notes 9 and 10 to the Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" of this Report on Form 10-K for further details on these funding sources.
Table 3 - Balance Sheet Comparisons
* Balances of available-for-sale securities are shown at amortized cost.
** Core deposits equal total deposits less time deposits of $100,000 and more, brokered deposits, and municipal money market deposits.
Shareholders' Equity
The consolidated statements of changes in shareholders' equity included in the financial statements of the Company contained in Item 8 herein, detail the changes in equity capital, including payments to shareholders in the form of cash dividends. The Company continued the long history of increasing cash dividends with a per share increase of 5.7% in 2003, which followed an increase of 5.0% in 2002. Dividends per share amounted to $1.11 in 2003, compared to $1.05 in 2002, and $1.00 in 2001. Cash dividends paid represented 37.6%, 37.4%, and 41.5% of after-tax net income in each of 2003, 2002, and 2001, respectively.
Total shareholders' equity was up $8.4 million or 5.6% to $159.0 million at December 31, 2003, from $150.6 million at December 31, 2002. Surplus increased by $30.9 million, from $46.0 million at December 31, 2002, to $76.9 million at December 31, 2003; while undivided profits were down $18.0 million between year-end 2003 and year-end 2002, from $96.7 million to $78.7 million. The increase in surplus and decrease in undivided profits is primarily due to the 10% stock dividend paid on August 15, 2003. Surplus was also affected by the repurchase of 95,799 shares of Tompkins common stock at a total cost of $3.7 million. These shares were purchased under a repurchase plan (the "Plan") approved by the Company's board of directors on July 24, 2002, authorizing the repurchase of up to 440,000 shares over a 24-month period. As of December 31, 2003, 97,119 shares have been repurchased under the Plan and 342,881 shares are available to be repurchased under the Plan. The decrease in other comprehensive income is due to a decrease in unrealized gains on available-for-sale securities largely due to increases in interest rates.
The $19.5 million increase in shareholders' equity between December 31, 2001 and December 31, 2002 was primarily due to a $14.3 million increase in undivided profits, an $821,000 increase from the issuance of shares of common stock related to the purchase of Austin, Hardie, Wise Agency, Inc. and Ernest Townsend & Son, Inc., which were issued in 2002, and $4.6 million of other comprehensive income related to unrealized gains on available-for-sale securities. Increases in shareholders' equity were partially offset by the repurchase of 38,324 shares of common stock during 2002 at a total cost of $1.4 million.
The Company and its subsidiary banks are subject to quantitative capital measures established by regulation to ensure capital adequacy. Consistent with the objective of operating a sound financial organization, the Company and its subsidiary banks maintain capital ratios well above regulatory minimums, as detailed in Note 17 of the consolidated financial statements.
Securities
The securities portfolio (excluding fair value adjustments on available-for-sale securities) at December 31, 2003, was $636.6 million, reflecting an increase of 22.5% from $519.8 million in 2002. Note 2 to the consolidated financial statements, included in Item 8 of this Report, details the types of securities held, the carrying and fair values, and the contractual maturities. The amortized cost and fair value of the securities portfolio at December 31, 2001, is presented in the table below. Qualified tax-exempt debt securities, primarily obligations of state and political subdivisions, were $97.8 million at December 31, 2003, or 15.4% of total securities, compared to $84.1 million, or 16.2% of total securities at December 31, 2002. Mortgage-backed securities, consisting mainly of securities issued by U.S. government agencies, totaled $299.4 million at December 31, 2003, compared to $264.3 million at December 31, 2002.
Available-for-sale securities include $8,155,000 in nonmarketable equity securities, which are carried at cost since fair values are not readily determinable. This figure includes $6,642,000 of Federal Home Loan Bank Stock. Substantially all of the above mortgage-backed securities are direct pass through securities issued or backed by Federal agencies.
Management's policy is to purchase investment grade securities that, on average, have relatively short expected durations. This policy helps mitigate interest rate risk and provides sources of liquidity without significant risk to capital. A large percentage of securities are direct obligations of the Federal government and its agencies. Expected maturities will differ from contractual maturities presented in Table 4 because issuers may have the right to call or prepay obligations with or without penalty and mortgage-backed securities will
pay throughout the periods prior to contractual maturity. The contractual maturity distribution of debt securities and mortgage-backed securities as of December 31, 2003, along with the weighted average yield of each category, is presented in Table 4. Balances are shown at amortized cost.
Table 4 - Maturity Distribution
* Balances of available-for-sale securities are shown at amortized cost.
Loans/Leases
Total loans and leases, net of unearned income and net deferred loan fees and costs, grew 7.4%, to $1.1 billion December 31, 2003 from $995.3 million at December 31, 2002. Table 5 details the composition and volume changes in the loan/lease portfolio over the past five years.
Table 5 - Loan/Lease Classification Summary
Residential real estate loans increased by $13.4 million or 3.4% in 2003, from $391.1 million to $404.5 million, and comprised 37.7% of total loans and leases at December 31, 2003. A low interest rate environment coupled with new branch offices contributed to the growth in the residential portfolio. The growth in residential loans is net of $52.6 million of loan sales to Federal agencies, and the securitization of $39.7 million in loans, which are now held in the Company's available-for-sale securities portfolio as mortgage-backed securities. The compounded annual growth rate in residential loans for the five years ended December 31, 2003 is 11.74%.
When residential mortgage loans are sold or securitized, the Company typically retains all servicing which provides a source of fee income. Residential mortgage loans serviced for others totaled $149.7 million at December 31, 2003, compared to $110.2 million at December 31, 2002. Capitalized mortgage servicing rights totaled $1.1 million at December 31, 2003, and $706,000 at December 31, 2002, and are reported as intangible assets on the consolidated statements of condition.
Commercial real estate loans increased by $45.7 million or 23.3% in 2003 over 2002, from $196.5 million to $242.2 million. Commercial real estate loans of $242.2 million represented 22.6% of total loans and leases at December 31, 2003. Commercial loans totaled $275.7 million at December 31, 2003, an increase of 7.7% over $265.0 million at December 31, 2002. Growth in commercial lending reflects an increased emphasis in commercial lending. Management believes that the Company's community banking strategy can provide value to small business customers, while commercial lending products are typically attractive to the Company from a yield and interest rate risk perspective.
The consumer loan portfolio includes personal installment loans, indirect automobile financing, credit card loans, and overdraft lines of credit. The Company faces significant competition from local and national lenders for consumer lending products. Consumer and other loans were $104.6 million at December 31, 2003, up from $103.9 million at December 31, 2002.
The lease portfolio decreased by 4.6% to $24.3 million at December 31, 2003 from $25.5 million at December 31, 2002. The lease portfolio has traditionally consisted of leases on vehicles for consumers and small businesses. Competition for automobile financing has led to a decline in the consumer lease portfolio over the past several years. In addition, unfavorable laws in New York State have led the Company to curtail its automobile leasing program. In response to the decline in consumer leasing, management increased its marketing efforts relating to other leasing opportunities, including commercial leasing and municipal leasing, which have been the primary sources of growth in the lease portfolio. As of December 31, 2003, commercial leases and municipal leases represented 96.0% of total leases, while consumer leases made up the remaining 4.0%. As of December 31, 2002, commercial leases and municipal leases represented 90.8% of total leases, while consumer leases made up the remaining 9.2%.
The Company's loan/lease customers are located primarily in the upstate New York communities served by its three subsidiary banks. The Trust Company operates fifteen banking offices in the counties of Tompkins, Cayuga, Cortland, and Schuyler. The Bank of Castile operates thirteen banking offices in towns situated in and around the areas commonly known as the Letchworth State Park area and the Genesee Valley region of New York State. Mahopac National Bank is located in Putnam County, and operates four banking offices in that county and two full service offices in neighboring Dutchess County. Other than general economic risks, management is not aware of any material concentrations of credit risk to any industry or individual borrower. Further information on the Company's lending activities, including related party transactions, is provided in Note 4 to the Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" of this Report.
The Reserve for Loan/Lease Losses
Management reviews the adequacy of the reserve for loan/lease losses (reserve) on a regular basis. Management considers the accounting policy relating to the reserve to be a critical accounting policy, given the inherent uncertainty in evaluating the levels of the reserve required to cover credit losses in the portfolio and the material effect that assumption could have on the results of operations. Factors considered in determining the adequacy of the reserve and the related provision include: management's approach to granting new credit; the ongoing monitoring of existing credits by the internal and external loan review functions; the growth and composition of the loan/lease portfolio; comments received during the course of independent examinations; current local economic conditions; past due and nonperforming loan statistics; the estimated values of collateral; and a historical review of loan/lease loss experience. Based upon consideration of the above factors, management believes that the reserve is adequate to provide for the risk of loss inherent in the current loan/lease portfolio.
Management uses a model to measure some of these factors and the resulting quantitative analysis, combined with qualitative assessments, comprise the basis on which the adequacy of the reserve is determined. The $19,000 decrease in the reserve between December 31, 2002 and December 31, 2003 resulted from net losses exceeding the provision for loan/lease losses for the year. The allocation of the Company's reserve as of December 31, 2003, and each of the previous four year ends is illustrated in Table 6.
Table 6 - Allocation of the Reserve for Loan/Lease Losses
Management is committed to early recognition of loan problems and to maintaining an adequate reserve. The above allocation is neither indicative of the specific amounts or the loan categories in which future charge-offs may occur, nor is it an indicator of future loss trends. The allocation of the reserve to each category does not restrict the use of the reserve to absorb losses in any category.
The principal balances of nonperforming loans/leases, including impaired loans/leases, as of December 31 are detailed in the table below.
The reserve represented 1.09% of total loans/leases outstanding at December 31, 2003, down slightly from 1.18% at December 31, 2002. The reserve coverage of nonperforming loans (loans past due 90 days and accruing, nonaccrual loans, and restructured troubled debt) was 1.54 times at December 31, 2003, compared to 1.56 times at December 31, 2002. The Company's historical loss experience is detailed in Table 7.
Table 7 - Analysis of the Reserve for Loan/Lease Losses
Potential problem loans/leases are loans/leases that are currently performing, but where known information about possible credit problems of the related borrowers causes management to have serious doubt as to the ability of such borrowers to comply with the present loan payment terms and may result in disclosure of such loans/leases as nonperforming at sometime in the future. Management considers loans/leases classified as Substandard, which continue to accrue interest, to be potential problem loans/leases. The Company, through its internal loan review function identified 32 commercial relationships totaling $11.5 million at December 31, 2003, and 27 commercial relationships totaling $6.9 million at December 31, 2002, which it classified as Substandard, which continue to accrue interest. These loans remain in a performing status due to a variety of factors, including payment history, the value of collateral supporting the credits, and personal or government guarantees. These factors, when considered in aggregate, give management reason to believe that the current risk exposure on these loans does not warrant classification of these loans as nonperforming. Approximately $600,000 of these loans are backed by guarantees of U.S. government agencies. While in a performing status as of December 31, 2003, these loans exhibit certain risk factors, which have the potential to cause them to become nonperforming. Accordingly, management's attention is focused on these credits, which are reviewed on at least a quarterly basis.
Deposits and Other Liabilities
Total deposits of $1.4 billion at December 31, 2003, reflected an increase of $70.8 million over total deposits at December 31, 2002. Deposit growth consisted primarily of core deposits, which increased by $90.2 million, while municipal money market deposits decreased by $21.0 million and time deposits of $100,000 or more decreased by $7.2 million. Core deposit growth was fairly strong at all of the Company's subsidiary banks and included growth in mature offices as well as newer offices. Offices opened after January 1, 2002, contributed $43.8 million to the growth in 2003, while the remaining $27.0 million of growth was in offices opened prior to January 1, 2002.
The Company's liability for securities sold under agreements to repurchase ("repurchase agreements") amounted to $187.9 million at December 31, 2003, representing a $110.1 million increase over $77.8 million at December 31, 2002. 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 $77.0 million at December 31, 2003, and $42.8 million at December 31, 2002. Management generally views local repurchase agreements as an alternative to large time deposits. The Company's wholesale repurchase agreements are primarily with the Federal Home Loan Bank (FHLB) and amounted to $110.9 million at December 31, 2003 and $35.0 million at December 31, 2002.
The Company's other borrowings include amounts owed to the FHLB. During 2003, the Company increased its other borrowings from the FHLB by $5.1 million, to $86.8 million. Borrowings with the FHLB outstanding at December 31, 2003, included $32.2 million due in one year or less, and $54.6 million due in more than one year. The weighted average interest rate on other borrowings due in more than one year was 5.03% at December 31, 2003.
Other borrowings include a Treasury Tax and Loan Note account with the Federal Reserve Bank of New York totaling $100,000 at December 31, 2003 and December 31, 2002. At December 31, 2003 and 2002, Tompkins Insurance had borrowings of $171,000 and $111,000, respectively, from unrelated financial institutions.
LIQUIDITY MANAGEMENT
The objective of liquidity management is to ensure the availability of adequate funding sources to satisfy the demand for credit, deposit withdrawals, and business investment opportunities. The Company's large, stable core deposit base and strong capital position are the foundation for the Company's liquidity position. Asset and liability positions are monitored primarily through Asset/Liability Management Committees of the subsidiary banks individually and on a combined basis. These Committees review periodic reports on the liquidity and interest rate sensitivity positions. Comparisons with industry and peer groups are also monitored. The Company's strong reputation in the communities it serves, along with its strong financial condition, provide access to numerous sources of liquidity as described below. Management believes these diverse liquidity sources provide sufficient means to meet all demands on the Company's liquidity that are reasonably likely to occur.
Core deposits remain the key funding source, representing 79.8% of total deposits, and 66.1% of total liabilities at December 31, 2003. Non-core funding sources (time deposits of $100,000 or more, brokered time deposits, municipal money market accounts, repurchase agreements, and other borrowings) increased as a percentage of total liabilities from 30.6% at December 31, 2002, to 32.9% at December 31, 2003. Short-term investments, consisting of securities with maturities of one year or less, totaled $24.8 million at year-end 2003 and 2002.
Non-core funding sources may require securities to be pledged against the underlying liability. Securities carried at $454.7 million and $382.4 million at December 31, 2003 and 2002, respectively, were designated as pledged securities for public deposits, borrowed funds, and for other purposes as provided by law. Pledged securities represented 70.9% of total securities at December 31, 2003, compared to 71.8% of total securities at December 31, 2002.
The Company's liquidity is enhanced by ready access to national and regional wholesale funding sources including Federal funds purchased, repurchase agreements, negotiable certificates of deposit, and FHLB advances. Through its subsidiary banks, the Company has borrowing relationships with the FHLB and correspondent banks, which provide secured and unsecured borrowing capacity. At December 31, 2003, the unused borrowing capacity on established lines with the FHLB was $118.2 million. As members of the FHLB, the Company's subsidiary banks can use unencumbered mortgage-related assets to secure additional borrowings from the FHLB. At December 31, 2003, total unencumbered residential real estate assets were $208.9 million. Additional assets may also qualify as collateral for FHLB advances upon approval of the FHLB.
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, increased from $272.0 million at December 31, 2002, to $302.7 million at December 31, 2003. Using current prepayment assumptions, cash flow from the investment portfolio is estimated to be approximately $185.4 million in 2004. Investments in residential mortgage loans, consumer loans, and leases totaled approximately $533.5 million at December 31, 2003. Aggregate amortization from monthly payments on these loan assets provides significant additional cash flow to the Company. Table 8 details total scheduled maturities of selected loan categories.
Table 8 - Loan Maturity
OFF-BALANCE SHEET ARRANGEMENTS
In the normal course of business the Company is party to certain financial instruments with off-balance-sheet risk such as commitments under stand-by letters of credit, unused portions of lines of credit, and commitments to fund new loans. Loan commitments (unfunded loans and unused lines of credit) and standby letters of credit are issued to accommodate the financing needs of the Company's customers. Loan commitments are agreements by the Company to lend monies at a future date. These loan and letter of credit commitments are subject to the same credit policies and reviews as loans. Most loan commitments expire within one year from the date of issue. Further information on the Company's commitments and contingent liabilities is provided in Note 14 to the consolidated financial statements set forth in Item 8 below.
CONTRACTUAL OBLIGATIONS AND COMMITTMENTS
The Company leases land, buildings, and equipment under operating lease arrangements extending to the year 2090. Most leases include options to renew for periods ranging from 5 to 20 years. In addition, the Company has a software contract for its core banking application through August 1, 2004. Further information on the Company's lease arrangements is provided in Note 7 to the consolidated financial statements set forth in Item 8 below.
Table 9 - Contractual Obligations and Commitments
RECENT ACCOUNTING STANDARDS
GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING INDIRECT GUARANTEES OF INDEBTEDNESS TO OTHERS: In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation were applicable to guarantees issued or modified after December 31, 2002 and did not have a material effect on the Company's consolidated financial statements.
CONSOLIDATION OF VARIABLE INTEREST ENTITIES: In December 2003, the FASB issued Interpretation No. 46(revised), Consolidation of Variable Interest Entities, (FIN 46R). This Interpretation addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and, accordingly, should consolidate the variable interest entity ("VIE"). FIN 46R replaces FASB Interpretation No. 46 that was issued in January 2003. The Company is required to apply FIN No. 46R to variable interests generally as of March 31, 2004 and to special-purpose entities as of December 31, 2003. For any VIEs that must be consolidated under FIN 46R that were created before January 1, 2004, the assets, liabilities and non-controlling interest of the VIE initially would be measured at their carrying amounts, and any difference between the net amount added to the balance sheet and any previously recognized interest would be recorded as a cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date that FIN 46R first applies may be used to measure the assets, liabilities and non-controlling interest of the VIE. The Company held no interest in special-purpose entities as of December 31, 2003. Adoption of FIN 46R with respect to other types of VIEs in the first quarter of 2004 is not expected to have a significant effect on the Company's consolidated financial statements.
AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES: In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This Statement is generally effective for contracts entered into or modified and hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 did not have a material impact on the Company's consolidated financial statements.
ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY: In May 2003, FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both a liability and equity. It requires that an issuer classify certain financial instruments as a liability, although the financial instrument may previously have been classified as equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The effective date has been deferred indefinitely for certain types of mandatory redeemable financial instruments. The Company currently does not have any financial instruments that are within the scope of SFAS No. 150.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
MARKET RISK
The Company's primary market risk exposure relates to sensitivity to interest rate changes. Interest rate sensitivity refers to the volatility in earnings resulting from changes in interest rates. Each quarter, or more frequently if necessary, the Asset/Liability Management Committees estimate the earnings impact of changes in interest rates. The findings of the committees are incorporated into investment and funding decisions, and in the business planning process.
Table 10 is a Condensed Static Gap Report, which illustrates the anticipated repricing intervals of assets and liabilities as of December 31, 2003. The analysis reflects a short-term sensitivity to rising rates with some sensitivity to rising interest rates in the 0-3 month repricing interval followed by longer-term asset sensitivity in the 3-6 month repricing intervals. This analysis suggests that the Company's net interest income is more vulnerable to a rising rate environment than it is to sustained low interest rates.
Table 10 - Interest Rate Risk Analysis
* Balances of available-for-sale securities are shown at amortized cost.
The Company's Board of Directors has set a policy that interest rate risk exposure will remain within a range whereby net interest income will not decline by more than 10% in one year as a result of a 200 basis point change in rates. Based upon the simulation analysis performed as of December 31, 2003, a 200 basis point upward shift in interest rates over a one-year time frame would result in a one-year decline from the base case scenario (which assumes interest rates remain at current levels) of approximately 2.53% in net interest income, and management takes no action to address balance sheet mismatches. The same simulation indicates that a 100 basis point decline in interest rates over a one-year period would result in a decrease in net interest income of 1.03%, when compared to the base case.
Although the simulation model suggests relatively modest exposure to changes in interest rates, the base case scenario (which assumes interest rates remain at current levels) indicates a downward trending net interest margin due to more assets repricing in the current low rate environment than liabilities. Given the expectation of a lower net interest margin in 2004, maintaining net interest income in 2004 at the amount realized in 2003 will depend upon continued growth in earnings assets. The simulation model is useful in identifying potential exposure to interest rate movements; however, management feels that certain actions could be taken to offset some of the negative effects of unfavorable movements in interest rates.
Additional information regarding market risk of the Company's financial instruments at December 31, 2003 is provided in Table 11.
Table 11 - Repricing Intervals of Selected Financial Instruments
* Interest rate on tax-exempt obligations is shown before tax-equivalent adjustments.
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Item 8.
Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Condition
Share data has been retroactively adjusted to reflect a 10% stock dividend paid on August 15, 2003.
See notes to consolidated financial statements.
Consolidated Statements of Income
Per share data has been retroactively adjusted to reflect a 10% stock dividend paid on August 15, 2003.
See notes to consolidated financial statements.
Consolidated Statements of Cash Flows
See notes to consolidated financial statements.
Consolidated Statements of Changes in Shareholders' Equity
Share and per share data have been retroactively adjusted to reflect a 10% stock dividend paid on August 15, 1003.
See notes to consolidated financial statements.
Notes to Consolidated Financial Statements
Note 1 Summary of Significant Accounting Policies
BASIS OF PRESENTATION: Tompkins Trustco, Inc. ("Tompkins" or "the Company") is a Financial Holding Company, organized under the laws of New York State, and is the parent company of Tompkins Trust Company (the "Trust Company"), The Bank of Castile, The Mahopac National Bank ("Mahopac National Bank") and Tompkins Insurance Agencies, Inc. ("Tompkins Insurance"). The consolidated financial information included herein combines the results of operations, the assets, liabilities, and shareholders' equity (including comprehensive income) of the Company and its subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation.
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclose contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the reserve for loan/lease losses, valuation of intangible assets, deferred income tax assets, and obligations related to employee benefits. Amounts in the prior years' consolidated financial statements are reclassified when necessary to conform to the current year's presentation.
CASH EQUIVALENTS: Cash equivalents in the consolidated statements of cash flows include cash and noninterest bearing balances due from banks, interest bearing balances due from banks, and Federal funds sold.
SECURITIES: Management determines the appropriate classification of debt and equity securities at the time of purchase. Securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost. Debt securities not classified as held-to-maturity and marketable equity securities are classified as available-for-sale. Available-for-sale securities are stated at fair value with the unrealized gains and losses, net of tax, excluded from earnings and reported as a separate component of accumulated comprehensive income or loss, in shareholders' equity.
Premiums and discounts are amortized or accreted over the expected life of the related security as an adjustment to yield using the interest method. Dividend and interest income are recognized when earned. Realized gains and losses on the sale of securities are included in securities gains (losses). The cost of securities sold is based on the specific identification method.
A decline in the fair value of any available-for-sale or held-to-maturity security below cost that is deemed to be other than temporary is charged to earnings, resulting in the establishment of a new cost basis for the security.
LOANS AND LEASES: Loans are reported at their principal outstanding balance, net of deferred loan origination fees and costs, and unearned income. The Company has the ability and intent to hold its loans for the foreseeable future, except for certain residential real estate loans held-for-sale. The Company provides motor vehicle and equipment financing to its customers through direct financing leases. These leases are carried at the aggregate of lease payments receivable, plus estimated residual values, less unearned income. Unearned income on direct financing leases is amortized over the lease terms, resulting in a level rate of return.
Loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or estimated market value. Net unrealized losses attributable to changes in market interest rates are recognized through a valuation allowance by charges to income.
RESERVE FOR LOAN/LEASE LOSSES: The reserve for loan/lease losses is regularly evaluated by management in order to maintain the reserve at a level consistent with the inherent risk of loss in the loan and lease portfolios. Management's evaluation of the adequacy of the reserve is based upon a review of the Company's historical loss experience, known and inherent risks in the loan and lease portfolios, the estimated value of collateral, the level of nonperforming loans, and trends in delinquencies. External factors, such as the level and trend of interest rates and the national and local economies, are also considered. Management believes that the current reserve for loan/lease losses is adequate.
Management considers a loan to be impaired if, based on current information, it is probable that the Company will be unable to collect all scheduled payments of principal or interest when due, according to the contractual terms of the loan agreement. When a loan is considered to be impaired, the amount of the impairment is measured based on the present value of expected future cash flows discounted at the effective interest rate of the loan or, as a practical expedient, at the observable market price or the fair value of collateral if the loan is collateral dependent. Management excludes large groups of smaller balance homogeneous loans such as residential mortgages, consumer loans, and leases, which are collectively evaluated. All loans and leases restructured in a troubled debt restructuring are also considered impaired loans. Impairment losses are included in the reserve for loan/lease losses through a charge to the provision for loan/lease losses.
INCOME RECOGNITION ON IMPAIRED AND NONACCRUAL LOANS AND LEASES: Loans and leases, including impaired loans, are generally classified as nonaccrual if they are past due as to maturity or payment of principal or interest for a period of more than 90 days, unless such loans are well secured and in the process of collection. Loans that are past due less than 90 days may also be classified as nonaccrual if repayment in full of principal or interest is in doubt.
Loans may be returned to accrual status when all principal and interest amounts contractually due (including arrearages) are reasonably assured of repayment within an acceptable time period, and there is a sustained period of repayment performance by the borrower in accordance with the contractual terms of the loan agreement. Payments received on loans carried as nonaccrual are generally applied as a reduction to principal. When the future collectibility of the recorded loan balance is expected, interest income may be recognized on a cash basis.
Note 1 Summary of Significant Accounting Policies (continued)
OTHER REAL ESTATE OWNED: Other real estate owned consists of properties formerly pledged as collateral to loans, which have been acquired by the Company through foreclosure proceedings or acceptance of a deed in lieu of foreclosure. Upon transfer of a loan to foreclosure status, an appraisal is obtained and any excess of the loan balance over the fair value, less estimated costs to sell, is charged against the reserve for loan/lease losses. Expenses and subsequent adjustments to the fair value are treated as other operating expense.
BANK PREMISES AND EQUIPMENT: Land is carried at cost. Bank premises and equipment are stated at cost, less allowances for depreciation. The provision for depreciation for financial reporting purposes is computed generally by the straight-line method at rates sufficient to write-off the cost of such assets over their estimated useful lives. Bank premises are amortized over a period of 10-39 years, and furniture, fixtures, and equipment are amortized over a period of 2-20 years. Maintenance and repairs are charged to expense as incurred.
INCOME TAXES: Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
GOODWILL: Goodwill represents the excess of purchase price over the fair value of assets acquired in a transaction using purchase accounting. With the adoption of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, on January 1, 2002, goodwill is no longer amortized. The Company tests goodwill for impairment at least annually.
OTHER INTANGIBLE ASSETS: Other intangible assets include core deposit intangibles, customer related intangibles, covenants not to compete, and mortgage servicing rights. Core deposit intangibles represent a premium paid to acquire a base of stable low cost deposits in the acquisition of a bank, or a bank branch, using purchase accounting. The amortization period for core deposit intangible ranges from 5 years to 10 years. The covenants not to compete are amortized over 5 to 6 years, while the customer related intangible is amortized over 6 years. The amortization period is monitored to determine if circumstances require such periods to be revised. The Company periodically reviews its intangible assets for changes in circumstances that may indicate the carrying amount of the asset is impaired. The Company tests its intangible assets for impairment on an annual basis or more frequently if conditions indicate that an impairment loss has more likely than not been incurred.
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE: Securities sold under agreements to repurchase (repurchase agreements) are agreements in which the Company transfers the underlying securities to a third-party custodian's account that explicitly recognizes the Company's interest in the securities. The agreements are accounted for as secured financing transactions provided the Company maintains effective control over the transferred securities and meets other criteria as specified in SFAS No. 140. The Company's agreements are accounted for as secured financings; accordingly, the transaction proceeds are reflected as liabilities and the securities underlying the agreements continue to be carried in the Company's securities portfolio.
TREASURY STOCK: The cost of treasury stock is shown on the consolidated statements of condition as a separate component of shareholders' equity, and is a reduction to total shareholders' equity. Shares are released from treasury at fair value, with any gain or loss on the release identified on an average cost basis.
TRUST AND INVESTMENT SERVICES: Assets held in fiduciary or agency capacities for customers are not included in the accompanying consolidated statements of condition, since such items are not assets of the Company. Fees associated with providing trust and investment services are included in noninterest income.
EARNINGS PER SHARE: Basic earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of shares outstanding during the year plus the dilutive effect of stock issuable upon conversion of stock options or certain other contingencies.
CASH DIVIDENDS PER SHARE: Cash dividends per share reflect actual historical dividends paid by Tompkins Trustco, Inc. for all periods presented.
SEGMENT REPORTING: The Company's operations are solely in the financial services industry and include traditional commercial banking and related financial services. The Company operates primarily in the geographical areas in the proximity of its branch locations in New York State. Operating decisions are made based upon a review of the Company's traditional banking and related financial services, which constitute the Company's only reportable segment.
COMPREHENSIVE INCOME: For the Company, comprehensive income represents net income plus the net change in unrealized gains or losses on securities available-for-sale for the period (net of taxes), and is presented in the consolidated statements of changes in shareholders' equity. Accumulated other comprehensive income represents the net unrealized gains or losses on securities available-for-sale (net of tax) as of the dates of the consolidated statements of condition.
Note 1 Summary of Significant Accounting Policies (continued)
STOCK BASED COMPENSATION: The Company applies APB Opinion No. 25 and related interpretations in accounting for its stock option plan. Accordingly, compensation expense is recognized only if the exercise price of the option is less than the fair value of the underlying stock at the grant date. SFAS No. 123 requires companies not using a fair value based method of accounting for stock options to provide pro forma disclosure of net income and earnings per share as if the fair value method of accounting had been applied. Had the Company determined compensation cost based on the fair value of its stock options at the grant date under SFAS No. 123, the Company's net income and earnings per share would have been reduced to pro forma amounts indicated in the following table.
The per share weighted average fair value of stock options granted during 2003, 2002, and 2001, was $17.48, $14.75, and $14.36, respectively. Per share data has been retroactively adjusted to reflect a 10% stock dividend paid on August 15, 2003. Fair values were arrived at using the Black Scholes option-pricing model with the following assumptions:
2003 2002 2001 - ------------------------------------------------------------------------------- Risk-free interest rate 3.68% 3.44% 5.25% Expected dividend yield 2.80% 3.00% 3.10% Volatility 44.58% 46.20% 50.00% Expected life (years) 7.00 7.00 7.00 ===============================================================================
In management's opinion the existing models do not necessarily provide a reliable measure of the fair value of its employee stock options because the Company's employee stock options have characteristics significantly different from those of traded options for which the Black-Scholes model was developed, and because changes in the subjective assumptions can materially affect fair value estimate.
GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING INDIRECT GUARANTEES OF INDEBTEDNESS TO OTHERS: In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002 and did not have a material effect on the Company's consolidated financial statements.
CONSOLIDATION OF VARIABLE INTEREST ENTITIES: In December 2003, the FASB issued Interpretation No. 46 (revised), Consolidation of Variable Interest Entities, (FIN 46R). This Interpretation addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and, accordingly, should consolidate the variable interest entity ("VIE"). FIN 46R replaces FASB Interpretation No. 46 that was issued in January 2003. The Company is required to apply FIN 46R to variable interests generally as of March 31, 2004 and to special-purpose entities as of December 31, 2003. For any VIEs that must be consolidated under FIN 46R that were created before January 1, 2004, the assets, liabilities and non-controlling interest of the VIE initially would be measured at their carrying amounts, and any difference between the net amount added to the balance sheet and any previously recognized interest would be recorded as a cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date that FIN 46R first applies may be used to measure the assets, liabilities and non-controlling interest of the VIE. The Company held no interest in special-purpose entities as of December 31, 2003. Adoption of FIN 46R with respect to other types of VIEs in the first quarter of 2004 is not expected to have a significant effect on the Company's consolidated financial statements.
Note 1 Summary of Significant Accounting Policies (continued)
AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES: In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This Statement is generally effective for contracts entered into or modified and hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 did not have a material impact on the Company's consolidated financial statements.
ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY: In May 2003, FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both a liability and equity. It requires that an issuer classify certain financial instruments as a liability, although the financial instrument may previously have been classified as equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The effective date has been deferred indefinitely for certain types of mandatory redeemable financial instruments. The Company currently does not have any financial instruments that are within the scope of SFAS No. 150.
Note 2 Securities
The following summarizes securities held by the Company:
Available-for-sale securities include $12,431,000 in nonmarketable equity securities, which are carried at cost since fair values are not readily determinable. This figure includes $10,906,000 of Federal Home Loan Bank Stock. Substantially all of the above mortgage-backed securities are direct pass through securities or collateralized mortgage obligations issued or backed by Federal agencies.
Note 2 Securities (continued)
Available-for-sale securities include $8,808,000 in nonmarketable equity securities, which are carried at cost since fair values are not readily determinable. This figure includes $7,293,000 of Federal Home Loan Bank Stock Substantially all of the above mortgage-backed securities are direct pass through securities or collateralized mortgage obligations issued or backed by Federal agencies
The amortized cost and fair value of debt securities by contractual maturity are shown in the following table. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
Amortized Fair December 31, 2003 (in thousands) Cost Value - -------------------------------------------------------------------------------- Available-for-sale securities: Due in one year or less $ 11,051 $ 11,158 Due after one year through five years 133,622 134,693 Due after five years through ten years 103,382 103,978 Due after ten years 26,975 26,989 - -------------------------------------------------------------------------------- Total 275,030 276,818 - -------------------------------------------------------------------------------- Mortgage-backed securities 299,429 302,667 Equity securities 12,652 12,652 - -------------------------------------------------------------------------------- Total available-for-sale securities $587,111 $592,137 ================================================================================
Amortized Fair December 31, 2003 (in thousands) Cost Value - -------------------------------------------------------------------------------- Held-to-maturity securities: Due in one year or less $ 13,661 $ 13,683 Due after one year through five years 12,161 12,655 Due after five years through ten years 17,688 18,685 Due after ten years 6,018 6,418 - -------------------------------------------------------------------------------- Total held-to-maturity debt securities $ 49,528 $ 51,441 ================================================================================
Realized gains on available-for-sale securities were $896,000 in 2003, $396,000 in 2002, and $66,000 in 2001; realized losses on available-for-sale securities were $853,000 in 2003, $33,000 in 2002, and $0 in 2001.
Note 2 Securities (continued)
The following table summarizes securities that have unrealized losses:
The Company has reviewed those investments that have had unrealized losses for 12 months or more. There is one corporate bond holding and one state obligation, which are represented in the table. The corporate bond is a trust preferred holding of a bank holding company, with the company being well-capitalized and recording solid earnings. The state obligation is a viable school district in Western New York. The temporary impairment in these securities is directly related to changes in market interest rates. The Company has the intent and ability to hold these securities for a sufficient period of time to receive recorded principal.
Securities carried at $454.7 million and $382.4 million at December 31, 2003 and 2002, respectively, were designated as pledged securities for public deposits, borrowed funds, and for other purposes as provided by law (see also Note 9). Except for U.S. government securities, there were no holdings, when taken in aggregate, of any single issuer that exceeded 10% of shareholders' equity at December 31, 2003.
The Company has an equity investment in a small business investment company (SBIC) established for the purpose of providing financing to small businesses in market areas served by the Company. As of December 31, 2003 and 2002, this investment totaled $3,475,000 and $4,194,000, respectively, and was included in other assets on the Company's consolidated statements of condition. The investment is accounted for under the equity method of accounting.
Note 3 Comprehensive Income
Comprehensive income for the three years ended December 31 is summarized below:
Note 4 Loan/Lease Classification Summary and Related Party Transactions
Loans/Leases at December 31 were as follows:
During 2003, 2002, and 2001, the Company sold residential mortgage loans totaling $52,585,000, $28,793,000, and $27,565,000, respectively, and realized gains on these sales of $970,000, $671,000, and $560,000, respectively. Loans held for sale, which are included in residential real estate in the table above, totaled $0, and $4,769,000 at December 31, 2003 and 2002, respectively. During 2003, the Company securitized $39,663,000 of residential mortgage loans with Federal Home Loan Mortgage Corporation, which are now held as available-for-sale securities. No loans were securitized in 2002. At December 31, 2003, the Company serviced mortgage loans aggregating $149,663,000, including loans securitized and held as available-for-sale, compared to $110,169,000 at December 31, 2002. Capitalized mortgage servicing rights totaled $1,052,000 and $706,000 at December 31, 2003 and 2002, respectively.
As members of the FHLB, the Company's subsidiary banks may use unencumbered mortgage related assets to secure borrowings from the FHLB. At December 31, 2003, the Company had $86,840,000 in term advances from the FHLB that were secured by residential mortgage loans.
The Company's loan/lease customers are located primarily in the upstate New York communities served by its three subsidiary banks. The Trust Company operates fifteen banking offices in the counties of Tompkins, Cayuga, Cortland, and Schuyler. The Bank of Castile operates thirteen banking offices in towns situated in and around the areas commonly known as the Letchworth State Park area and the Genesee Valley region of New York State. Mahopac National Bank is located in Putnam County, and operates four offices in that county and two offices in neighboring Dutchess County. Other than general economic risks, management is not aware of any material concentrations of credit risk to any industry or individual borrower.
Directors and officers of the Company and its affiliated companies were customers of, and had other transactions with, the Company in the ordinary course of business. Such loans and commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than normal risk of collectibility or present other unfavorable features.
Loan transactions with related parties are summarized as follows:
(in thousands) 2003 2002 - ------------------------------------------------------------------------------- Balance January 1 $ 1,706 $ 3,640 Former Directors/Executive Officers (1) (93) New Executive Officers 0 125 New loans and advancements 971 283 Loan payments (622) (2,249) - ------------------------------------------------------------------------------- Balance December 31 $ 2,054 $ 1,706 ===============================================================================
Note 5 Reserve for Loan/Lease Losses
Changes in the reserve for loan/lease losses are summarized as follows:
(in thousands) 2003 2002 2001 - ------------------------------------------------------------------------------- Reserve at beginning of year $ 11,704 $ 10,706 $ 9,824 Provisions charged to operations 2,497 2,235 1,606 Recoveries on loans/leases 491 484 670 Loans/leases charged-off (3,007) (1,721) (1,394) - ------------------------------------------------------------------------------- Reserve at end of year $ 11,685 $ 11,704 $ 10,706 ===============================================================================
The Company's recorded investment in loans/leases that are considered impaired totaled $3,611,000 at December 31, 2003, and $4,159,000 at December 31, 2002. The average recorded investment in impaired loans/leases was $3,852,000 in 2003, $2,765,000 in 2002, and $2,937,000 in 2001. The December 31, 2003, recorded investment in impaired loans/leases includes $2,496,000 of loans/leases that had related reserves of $423,000. The recorded investment in impaired loans/leases at December 31, 2002, included $1,730,000 of loans/leases, which had related reserves of $547,000. Interest income recognized on impaired loans/leases, all collected in cash, was $106,000 for 2003, $48,000 for 2002, and $184,000 for 2001.
The principal balances of nonperforming loans/leases, including impaired loans/leases, are detailed in the table below.
December 31 (in thousands) 2003 2002 - -------------------------------------------------------------------------------- Loans 90 days past due and accruing $ 26 $ 368 Nonaccrual loans 7,321 6,977 Troubled debt restructurings not included above 246 179 - -------------------------------------------------------------------------------- Nonperforming loans/leases $ 7,593 $ 7,524 ================================================================================
The difference between the interest income that would have been recorded if these loans/leases had been paid in accordance with their original terms and the interest income recorded for the three-year period ended December 31, 2003, was not significant.
Note 6 Goodwill and Other Intangible Assets
Effective January 1, 2001, the Company completed the acquisition of 100% of the common stock of Austin, Hardie, Wise Agency, Inc. and Ernest Townsend & Son, Inc., in a cash and stock transaction accounted for as a purchase. In connection with these acquisitions, the two agencies were merged with and into Tompkins Insurance, a wholly-owned subsidiary of Tompkins. The agencies continue to operate from their western New York locations, which include Attica, Warsaw, Alden, LeRoy, Batavia and Caledonia. The $4.4 million excess of the purchase price over the fair value of identifiable assets acquired less liabilities assumed was recorded as goodwill. Prior to the adoption of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, on January 1, 2002, the goodwill was being amortized on a straight-line basis over 15 years.
The purchase agreements for the insurance agencies included provisions for additional consideration to be paid in the form of the release of shares of Company stock from escrow if Tompkins Insurance met certain income targets in 2001 and 2002. Tompkins Insurance met the income targets, resulting in the release of 13,802 shares in 2001 and 22,967 in 2002 as additional consideration. Such shares are considered outstanding for purposes of computing diluted earnings per share beginning on October 1, 2001 for shares released in 2001 and beginning on July 1, 2002 for shares released in 2002.
On June 22, 2001, Tompkins Insurance acquired the assets of Youngs & Linfoot of LeRoy, Inc. in a cash transaction accounted for as a purchase. The excess of the purchase price over the fair value of identifiable assets acquired less liabilities assumed of $287,000 was recorded as goodwill. Prior to the adoption of SFAS No. 142 on January 1, 2002, the goodwill was being amortized on a straight-line basis over 15 years. The transaction also resulted in $65,000 of identifiable intangibles consisting of a covenant not to compete, which is being amortized over 5 years.
On February 1, 2003, Tompkins Insurance acquired the assets of the Powers Agency, Inc. in a cash transaction. The transaction resulted in an identifiable intangible asset of $57,000 and goodwill of $75,000. The identifiable intangible asset consists of a covenant not to compete and is being amortized over 5 years.
On November 1, 2003, Tompkins Insurance acquired 100% of the stock of Youngs & Linfoot, Inc., an insurance agency in Geneseo, New York, in a stock and cash transaction. The transaction resulted in identifiable intangible assets of $243,000; consisting of customer lists and contracts of $150,000, a covenant not to compete of $93,000, and goodwill of $782,000. The covenant not to compete and other identifiable intangibles are being amortized over 6 years.
Note 6 Goodwill and Other Intangible Assets (continued)
At December 31, 2003, the Company had unamortized goodwill related to its various acquisitions totaling $11,541,000 compared with $10,684,000 at December 31, 2002. The increase reflects the $75,000 and $782,000 of goodwill recorded as a result of Tompkins Insurance's acquisition of The Powers Agency, Inc., and Youngs & Linfoot, Inc., respectively. Included in goodwill is approximately $170,000 of unidentified intangible assets related to various branch acquisitions, which prior to October 1, 2002, were accounted for under SFAS No. 72, Accounting for Certain Acquisitions of Banking or Thrift Institutions. With the adoption of SFAS No. 147, Acquisitions of Certain Financial Institutions, effective October 1, 2002, these intangible assets are no longer amortized.
At December 31, 2003, the Company had core deposit intangible assets related to various acquisitions of $1,983,000 compared to $2,671,000 at December 31, 2002. The amortization of these intangible assets amounted to $688,000 in 2003 and $854,000 in 2002.
At December 31, 2003, other intangible assets, consisting of mortgage servicing rights, customer lists and contracts, and covenants not to compete, totaled $1,339,000.
The Company reviews its goodwill and intangible assets annually, or more frequently if conditions warrant, for impairment. Based on the Company's 2003 review, there was no impairment of its goodwill or intangible assets.
Information regarding the carrying amount and the amortization expense of the Company's acquired intangible assets are disclosed in the table below.
Aggregate amortization expense: * For the year to date period ended 12/31/03 $746 Estimated amortization expense: * For the year ended 12/31/04 660 For the year ended 12/31/05 552 For the year ended 12/31/06 436 For the year ended 12/31/07 321 For the year ended 12/31/08 202 ================================================================================
* Excludes the amortization of mortgage servicing rights as the amounts are not material.
The changes in the carrying amount of goodwill for the year ended December 31, 2003 are as follows:
Note 6 Goodwill and Other Intangible Assets (continued)
The table below reflects the proforma results of operations as if SFAS No. 142 had been adopted for all periods presented.
Goodwill and Other Intangible Assets - Effect of Adoption of SFAS No. 142
Year ended (in thousands except per share) December 31, 2001 - -------------------------------------------------------------------------------- Reported Net Income $ 19,627 Add back goodwill amortization 679 - -------------------------------------------------------------------------------- Adjusted Net Income 20,306 - --------------------------------------------------------------------------------
Basic earning per share - as reported $ 2.41 Adjust for goodwill 0.08 - -------------------------------------------------------------------------------- Basic earnings per share - adjusted 2.49 - --------------------------------------------------------------------------------
Diluted earning per share - as reported $ 2.38 Adjust for goodwill 0.08 - -------------------------------------------------------------------------------- Diluted earnings per share - adjusted 2.46 ================================================================================
Per share data has been retroactively adjusted to reflect a 10% stock dividend paid on August 15, 2003.
Note 7 Bank Premises and Equipment
Bank premises and equipment at December 31 were as follows:
(in thousands) 2003 2002 - ------------------------------------------------------------------------------- Land $ 4,299 $ 4,112 Bank premises 28,338 26,457 Furniture, fixtures, and equipment 23,983 22,028 Accumulated depreciation and amortization (28,154) (25,486) - ------------------------------------------------------------------------------- Total $ 28,466 $ 27,111 ===============================================================================
Depreciation and amortization expenses in 2003, 2002, and 2001 are included in operating expenses as follows:
(in thousands) 2003 2002 2001 - -------------------------------------------------------------------------------- Bank premises $ 968 $ 936 $ 845 Furniture, fixtures, and equipment 1,956 1,852 1,766 - -------------------------------------------------------------------------------- Total $2,924 $2,788 $2,611 ================================================================================
The following is a summary of the future minimum lease payments under non-cancelable operating leases as of December 31, 2003:
(in thousands) --------------------------------------------------- 2004 $ 496 2005 355 2006 293 2007 232 2008 173 Thereafter 3,273 --------------------------------------------------- Total $ 4,822 ===================================================
The Company leases land, buildings and equipment under operating lease arrangements extending to the year 2090. Total rental expense amounted to $718,000 in 2003, $681,000 in 2002 and $519,000 in 2001. Most leases include options to renew for periods ranging from 5 to 20 years. Options to renew are not included in the above future minimum rental commitments. The Company has two land lease commitments with terms expiring in 2042 and 2090.
Note 8 Deposits
The aggregate time deposits of $100,000 or more were $105,102,000 at December 31, 2003, and $112,338,000 at December 31, 2002. Scheduled maturities of time deposits at December 31, 2003, were as follows:
Less than $100,000 (in thousands) $100,000 and over Total - -------------------------------------------------------------------------------- Maturity Three months or less $ 51,945 $ 37,060 $ 89,005 Over three through six months 50,483 17,662 68,145 Over six through twelve months 98,170 30,031 128,201 - -------------------------------------------------------------------------------- Total due in 2004 200,598 84,753 285,351 2005 45,270 13,642 58,912 2006 10,307 2,637 12,944 2007 14,062 2,265 16,327 2008 5,810 1,805 7,615 2009 and thereafter 26 0 26 - -------------------------------------------------------------------------------- Total $ 276,073 $ 105,102 $ 381,175 ================================================================================
Note 9 Securities Sold Under Agreements to Repurchase and Federal Funds Purchased
Information regarding securities sold under agreements to repurchase as of December 31, 2003, is summarized below:
The amount reported in "Over 365 days" includes wholesale repurchase agreements with the Federal Home Loan Bank (FHLB) totaling $70,000,000. The scheduled maturities of these advances are $28,000,000 in 2006, $20,000,000 in 2008, $2,000,000 in 2009, $5,000,000 in 2011, $5,000,000 in 2012, and $10,000,000 in 2013. Of the $70,000,000 of wholesale repurchase agreements due in over 365 days, $50,000,000 are callable by the FHLB if certain conditions are met. In addition, there is $30,000,000 in wholesale repurchase agreements with the FHLB that mature in 2004.
At December 31, 2003, the FHLB held substantially all of the above securities. Additional information regarding securities sold under agreements to repurchase and Federal funds purchased for the years ended December 31, is detailed in the table below:
Note 9 Securities Sold Under Agreements to Repurchase and Federal Funds Purchased (continued)
Note 10 Other Borrowings
The Company, through its subsidiary banks, had available line-of-credit agreements with banks permitting borrowings to a maximum of approximately $31,000,000 at December 31, 2003 and $42,000,000 at December 31, 2002. No advances were outstanding against those lines at December 31, 2003, or 2002.
All bank subsidiaries are members of the FHLB and as such, may apply for advances secured by certain residential mortgage loans and other assets, provided that certain standards for credit worthiness have been met. At December 31, 2003, the Company, through its subsidiaries, had established unused lines of credit with the FHLB of $118,233,000. At December 31, 2003, there were $86,840,000 in term advances from the FHLB, compared to $81,719,000 at December 31, 2002.
At December 31, 2003, there were advances due within one year of $32,232,000 with a weighted average rate of 3.37%, and advances due in more than one year of $54,608,000 with a weighted average rate of 5.01%. Maturities of advances include $11,179,000 in 2005, $249,000 in 2006, $5,062,000 in 2007, $146,000 in 2008, $972,000 in 2009, $10,000,000 in 2010, $22,000,000 in 2011 and $5,000,000 in 2012. The Company's FHLB borrowings at December 31, 2003 included $61,000,000 in fixed-rate callable borrowings, which can be called by the FHLB if certain conditions are met.
Other borrowings included a Treasury Tax and Loan Note account with the Federal Reserve Bank of New York totaling $100,000 at December 31, 2003 and December 31, 2002. At December 31, 2003 and 2002, Tompkins Insurance had borrowings of $171,000 and $111,000, respectively, from unrelated financial institutions.
Note 11 Employee Benefit Plans
The Company maintains a noncontributory defined-benefit pension plan covering substantially all employees of the Company. The benefits are based on years of service and percentage of the employees' average compensation. Assets of the Company's defined benefit plan are invested in common and preferred stock, U. S. Government securities, corporate bonds and notes, and mutual funds. At December 31, 2003, the plan assets included 28,564 shares of Tompkins common stock that had a fair value of $1.3 million.
The Trust Company also offers post-retirement medical coverage and life insurance coverage to full-time employees who have worked ten years and attained age 55. Medical coverage is contributory with contributions reviewed annually. The Trust Company assumes the majority of the cost for these other benefits, while retirees share some of the cost through co-insurance and deductibles.
Note 11 Employee Benefit Plans (continued)
The following table sets forth the changes in the defined benefit pension plan's projected benefit obligation and post-retirement plan's accumulated benefit obligation and the respective plan assets, and the plans' funded status and amounts recognized in the Company's consolidated statements of condition at December 31, 2003 and 2002 (the measurement dates of the plans).
(1) The rate of compensation increase for the Trust Company is 4%, and is 5% for all other groups.
The accumulated benefit obligation of the pension plan was $26,618,000 and $19,807,000 at December 31, 2003 and 2002, respectively.
The Trust Company currently offers medical coverage and life insurance coverage to substantially all of its employees upon retirement. The weighted average annual assumed rate of increase in the per capita cost of covered benefits (the health care cost trend rate) is 10.75% beginning in 2004, and is assumed to decrease gradually to 5.0% in 2012 and beyond. Increasing the assumed health care cost trend rates by 1% in each year would increase the accumulated post-retirement benefit obligation as of December 31, 2003, by $27,000 and the net periodic post-retirement benefit cost for 2003 by $2,000. Decreasing the assumed health care cost trend rates by 1% each year would decrease the accumulated post-retirement benefit obligation as of December 31, 2003, by $35,000 and decrease the net periodic post-retirement benefit cost by $2,000.
Note 11 Employee Benefit Plans (continued)
In December 2003, The Medicare Prescription Drug, Improvement and Modernization Act of 2003 ("Medicare Act") was signed into law. The Medicare Act introduced both a Medicare prescription-drug benefit and a federal subsidy to sponsors of retiree healthcare plans that provide a benefit at least "actuarially equivalent" to the Medicare benefit. These provisions of the Medicare Act will affect accounting measurements under SFAS No. 106. Accordingly, the FASB staff has issued guidance allowing companies to recognize or defer recognizing the effects of the Medicare Act in annual financial statements for fiscal years ending after enactment of the Medicare Act. The Company has elected to defer recognizing the effects of the Medicare Act in its December 31, 2003 consolidated financial statements. Accordingly, the reported measures of the accumulated postretirement benefit obligation and net periodic postretirement benefit cost do not include the effects of the Medicare Act. When issued, the specific authoritative literature on accounting for the federal subsidy could require the Company to revise its previously reported information.
Net periodic benefit cost includes the following components:
Plan Assets
The Company's pension plan weighted-average asset allocations at December 31, 2003 and 2002, by asset category are as follows:
2003 2002 -------------------------------------------------- Equity securities 75% 83% Debt securities 8% 7% Other 17% 10% -------------------------------------------------- Total Allocation 100% 100% --------------------------------------------------
The Company is not required to contribute to the pension plan in 2004; however, the Company may voluntarily contribute to the pension plan in 2004.
To develop the expected long-term rate of return on asset assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as target asset allocations of the pension portfolio. Based on this analysis, the Company selected 8.50% as the long-term rate of return on assets assumption.
It is the policy of the Trustees to invest the Pension Trust Fund (the "Fund") for total return. The Trustees seek the maximum return consistent with the interests of the participants and beneficiaries and prudent investment management . The management of the Fund's assets is in compliance with the guidelines established in the Company's Pension Plan and Trust Investment Policy, which is reviewed and approved annually by the Tompkins Trustco, Inc. board of directors, and the plan's pension committee.
The intention is for the Fund to be prudently diversified. The Fund's investments will be invested among the fixed income, equity and cash equivalent sectors. Minimum and maximum positions in any of the sectors will be designated by a Pension Committee. In no case shall more than 10% of the Fund assets consist of qualified securities or real estate of the Company. In addition, the following investments are prohibited:
1. Restricted stock, private placements, short positions, calls, puts, or margin transactions;
2. Commodities, oil and gas properties, real estate properties, or
3. Any investment that would constitute a prohibited transaction as described in the Employee Retirement Income Security Act of 1974 ("ERISA"), section 407, 29 U.S.C. 1106.
Note 11 Employee Benefit Plans (continued)
In general, the investment in debt securities is limited to readily marketable debt securities having a Standard & Poor's rating of "A" or Moody's rating of "A", securities of, or guaranteed by the United States Government or it agencies, or obligations of banks or their holding companies that are rated in the three highest ratings assigned by Fitch Investor Service, Inc. In addition, investments in equity securities must be listed on the New York Stock Exchange (NYSE), the American Stock Exchange (ASE) or are traded on the national Over The Counter market or listed on the NASDAQ system. Cash equivalents generally may be United States Treasury obligations, commercial paper having a Standard & Poor's rating of "A-1" or Moody's National Credit Officer rating of "P-1"or higher.
The Company has an Employee Stock Ownership Plan (ESOP) and a 401(k) Investment and Stock Ownership Plan (ISOP) covering substantially all employees of the Company. The ESOP allows for Company contributions in the form of cash and/or stock of the Company. Contributions are determined by the board of directors in accordance with a performance-based formula, and were limited to a maximum amount as stipulated in the plan. Remaining shares in the ESOP were fully allocated and released during 2002; therefore, no compensation expense was recognized in 2003. The Company recognized compensation expense related to the ESOP of $700,000 in 2002 and $785,000 in 2001, respectively.
The Company provided certain matching contributions to the ISOP based upon the amount of contributions made by plan participants. The expense associated with these matching provisions was $760,000 in 2003, $708,000 in 2002 and $636,000 in 2001.
Life insurance benefits are provided to certain officers of the Company. In connection with these benefits, the Company reflects life insurance assets on its consolidated statements of condition of $22.8 million at December 31, 2003, and $21.4 million at December 31, 2002. The insurance is carried at its cash surrender value on the consolidated statements of condition. Increases in the cash surrender value of the insurance are reflected as noninterest income, net of any related mortality expense.
In addition to the Company's noncontributory defined-benefit retirement and pension plan, the Company provides supplemental employee retirement plans to certain executives. The amount of liability recognized in the Company's consolidated statements of condition for supplemental retirement plans was $3.4 million at December 31, 2003, and $2.9 million at December 31, 2002. Benefits expense associated with the supplemental retirement plans amounted to $503,000, $1.3 million, and $463,000 for the years ended December 31, 2003, 2002, and 2001, respectively.
Note 12 Stock Based Compensation
In January 2001, the Company adopted a stock option plan (the "2001 Plan"), which authorizes grants of options up to 385,000 shares of authorized but unissued common stock. On May 12, 2003, the 2001 Plan was amended to increase the number of shares reserved for issuance from 385,000 shares to 935,000 shares. At December 31, 2003, there were 700,288 shares available for grant under the 2001 Plan. The board of directors may grant stock options to officers, employees, and certain other individuals. Stock options are granted with an exercise price equal to the stock's fair market value at the date of grant, may not have a term in excess of ten years, and have vesting periods that range between one and five years from the grant date. Prior to the adoption of the 2001 Plan, the Company had similar stock option plans that authorized up to 543,510 shares of authorized but unissued common stock. These prior plans remain in effect solely with respect to unexercised options issued under these plans.
Note 12 Stock Based Compensation (continued)
The following table presents the combined stock option activity for all option plans during the periods indicated:
Weighted Average Number of Shares Exercise Price - -------------------------------------------------------------------------------- 2003: Beginning balance 524,832 $ 29.18 Granted 6,600 46.08 Exercised (65,195) 19.68 Forfeited (34,240) 28.86 - -------------------------------------------------------------------------------- Outstanding at year-end 431,997 30.90 - -------------------------------------------------------------------------------- Exercisable at year-end 143,771 $ 22.82 - -------------------------------------------------------------------------------- 2002: Beginning balance 413,818 $ 23.55 Granted 177,100 39.00 Exercised (58,936) 19.35 Forfeited (7,150) 27.32 - -------------------------------------------------------------------------------- Outstanding at year-end 524,832 29.18 - -------------------------------------------------------------------------------- Exercisable at year-end 157,295 $ 20.01 - -------------------------------------------------------------------------------- 2001: Beginning balance 423,218 $ 20.32 Granted 70,950 33.79 Exercised (75,538) 14.94 Forfeited (4,812) 25.77 - -------------------------------------------------------------------------------- Outstanding at year-end 413,818 23.55 - -------------------------------------------------------------------------------- Exercisable at year-end 165,606 $ 18.71 ================================================================================
The following summarizes outstanding and exercisable options at December 31, 2003:
Note 13 Income Taxes
The income tax expense (benefit) attributable to income from operations is summarized as follows:
(in thousands) Current Deferred Total - -------------------------------------------------------------------------------- Federal $ 10,294 $ 137 $ 10,431 State 1,582 51 1,633 - -------------------------------------------------------------------------------- Total $ 11,876 $ 188 $ 12,064 - -------------------------------------------------------------------------------- Federal $ 10,364 $ (544) $ 9,820 State 1,558 (86) 1,472 - -------------------------------------------------------------------------------- Total $ 11,922 $ (630) $ 11,292 - -------------------------------------------------------------------------------- Federal $ 9,326 $ (283) $ 9,043 State 1,425 (49) 1,376 - -------------------------------------------------------------------------------- Total $ 10,751 $ (332) $ 10,419 ================================================================================
The primary reasons for the differences between income tax expense and the amount computed by applying the statutory federal income tax rate to earnings are as follows:
2003 2002 2001 - -------------------------------------------------------------------------------- Statutory federal income tax rate 35.0% 35.0% 35.0% State income taxes, net of federal benefit 2.9 2.8 3.0 Tax exempt income (3.4) (3.4) (3.6) All other (1.2) (1.4) 0.1 - -------------------------------------------------------------------------------- Total 33.3% 33.0% 34.5% ================================================================================
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities as of December 31 were as follows:
(in thousands) 2003 2002 - ------------------------------------------------------------------------------- Deferred tax assets: Reserve for loan/lease losses $ 4,710 $ 4,654 Compensation and benefits 4,076 3,538 Other 1,415 876 - ------------------------------------------------------------------------------- Total deferred tax assets $10,201 $ 9,068 - ------------------------------------------------------------------------------- Deferred tax liabilities: Leasing transactions $ 641 $ 1,046 Prepaid pension 4,825 3,195 Depreciation 525 155 Purchase accounting adjustment 234 438 Other 516 488 - ------------------------------------------------------------------------------- Total deferred tax liabilities $ 6,741 $ 5,322 - ------------------------------------------------------------------------------- Net deferred tax asset at year-end $ 3,460 $ 3,746 - ------------------------------------------------------------------------------- Net deferred tax asset at beginning of year $ 3,746 $ 3,116 - ------------------------------------------------------------------------------- Decrease (increase) in net deferred tax asset 286 (630) Purchase accounting adjustments, net (98) 0 - ------------------------------------------------------------------------------- Deferred tax expense (benefit) $ 188 $ (630) ===============================================================================
Note 13 Income Taxes (continued)
This analysis does not include the recorded deferred tax liabilities of $2,010,000 as of December 31, 2003 and $5,065,000 as of December 31, 2002 related to the net unrealized holding gain/loss in the available-for-sale securities portfolio.
Realization of deferred tax assets is dependent upon the generation of future taxable income or the existence of sufficient taxable income within the carry-back period. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, management considers the scheduled reversal of the deferred tax liabilities, the level of historical taxable income, and the projected future taxable income over the periods in which the temporary differences comprising the deferred tax assets will be deductible. Based on its assessment, management determined that no valuation allowance is necessary at December 31, 2003 and 2002.
Note 14 Commitments and Contingent Liabilities
The Company, in the normal course of business, is a party to financial instruments with off-balance-sheet risk to meet the financial needs of its customers. These financial instruments include loan commitments, stand-by letters of credit, and unused portions of lines of credit. The contract, or notional amount, of these instruments represents the Company's involvement in particular classes of financial instruments. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the consolidated statements of condition.
In November 2002, the FASB issued FASB Interpretation No. 45 (FIN No. 45), Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others; an Interpretation of FASB Statements No. 5,57 and 107 and rescission of FASB Interpretation No. 34. FIN No. 45 requires certain new disclosures and potential liability recognition for the fair value at issuance of guarantees that fall within its scope. Based upon the Company's interpretation of FIN No. 45, the Company currently does not issue any guarantees that would require liability recognition under FIN No. 45, other than its stand-by letters of credit, the amount of which is not considered significant at December 31, 2003 and 2002.
The Company's maximum potential obligations to extend credit for loan commitments (unfunded loans, unused lines of credit, and stand-by letters of credit) outstanding on December 31 were as follows:
(in thousands) 2003 2002 - -------------------------------------------------------------------------------- Loan commitments $132,883 $ 73,664 Stand-by letter of credit 19,087 18,864 Undisbursed portion of lines of credit 183,715 181,591 - -------------------------------------------------------------------------------- Total $335,685 $274,119 ================================================================================
Commitments to extend credit (including lines of credit) are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Stand-by letters of credit are conditional commitments to guarantee the performance of a customer to a third party. Management uses the same credit policies in making commitments to extend credit and stand-by letters of credit as are used for on-balance-sheet lending decisions. Based upon management's evaluation of the counterparty, the Company may require collateral to support commitments to extend credit and stand-by letters of credit. The credit risk amounts are equal to the contractual amounts, assuming the amounts are fully advanced and collateral or other security is of no value. The Company does not anticipate losses as a result of these transactions. These commitments also have off-balance-sheet interest-rate risk, in that the interest rate at which these commitments were made may not be at market rates on the date the commitments are fulfilled. Since some commitments and stand-by letters of credit are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.
At December 31, 2003, the Company had rate lock agreements associated with mortgage loans to be sold in the secondary market (certain of which relate to loan applications for which no formal commitment has been made) amounting to approximately $1.6 million. In order to limit the interest rate risk associated with rate lock agreements, as well as the interest rate risk associated with mortgages held for sale, if any, the Company enters into agreements to sell loans in the secondary market to unrelated investors on a loan-by-loan basis. At December 31, 2003, the Company had approximately $794,000 of commitments to sell mortgages to unrelated investors on a loan-by-loan basis.
In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management, based upon the review with counsel, the proceedings are not expected to have a material effect on the consolidated financial statements.
Note 15 Earnings Per Share
Calculation of basic earnings per share (Basic EPS) and diluted earnings per share (Diluted EPS) is shown below. Share and per share data have been retroactively adjusted to reflect a 10% stock dividend paid on August 15, 2003.
Shares issueable as contingent consideration for acquisition recognizes the effect of 22,967 shares that became issueable in the third quarter of 2002 as a result of Tompkins Insurance Agencies meeting certain income targets.
The effect of dilutive securities calculation for 2001 excludes 28,627 options because the exercise price was greater than the average market price for the period. Shares issueable as contingent consideration for acquisition recognizes the effect of 13,802 shares that became issueable in the fourth quarter of 2001 as a result of Tompkins Insurance Agencies meeting certain income targets.
Note 16 Fair Value of Financial Instruments
The following table presents the carrying amounts and estimated fair values of the Company's financial instruments at December 31, 2003 and 2002. The carrying amounts shown in the table are included in the consolidated statements of condition under the indicated captions.
(1) Lease receivables, although excluded from the scope of SFAS No. 107, are included in the estimated fair value amounts at their carrying value.
The following methods and assumptions were used in estimating fair value disclosures for financial instruments:
CASH AND CASH EQUIVALENTS: The carrying amounts reported in the consolidated statements of condition for cash, noninterest-bearing deposits, and Federal funds sold approximate the fair value of those assets.
SECURITIES: Fair values for securities are based on quoted market prices. When no secondary market exists to quote a market price the fair value is estimated based upon comparable securities, or the carrying amount of the security is used as the estimated fair value. Note 3 discloses the fair values of securities.
LOANS/LEASES: For variable rate loans/leases that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values of fixed rate loans/leases are estimated using discounted cash flow analyses, and interest rates currently offered for loans/leases with similar terms and credit quality.
DEPOSITS: The fair values disclosed for demand deposits (e.g. interest and noninterest checking) are, by definition, equal to the amount payable on demand at the reporting date (i.e., the carrying amounts). The carrying amounts of variable-rate money market accounts and time deposits approximate their fair values at the reporting date. Fair values for fixed-rate time deposits are estimated using a discounted cash flows calculation that applies current interest rates to a schedule of aggregate expected monthly maturities.
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE: The carrying amounts of securities sold under agreements to repurchase with maturities of 90 days or less approximate their fair values. Fair values of repurchase agreements with maturities of more than 90 days are estimated using discounted cash flow analyses based on the Company's current incremental borrowing rate for similar types of borrowing arrangements.
OTHER BORROWINGS: The fair values of other borrowings are estimated using discounted cash flow analysis, discounted at the Company's current incremental borrowing rate for similar borrowing arrangements.
OFF-BALANCE-SHEET INSTRUMENTS: The fair values of outstanding loan commitments, including unused lines of credit, and stand-by letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the counterparties' credit standing, and discounted cash flow analyses. In fixed rate loan commitments, fair value estimates also consider the difference between current market rates and the committed rates. At December 31, 2003 and 2002, the fair values of these instruments approximate the value of the related fees and are not significant.
Note 17 Regulations and Supervision
The Company and its subsidiary banks are subject to various regulatory capital requirements administered by Federal bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action (PCA), banks must meet specific guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. Capital amounts and classifications of the Company and its subsidiary banks are also subject to qualitative judgments by regulators concerning components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table below) of total capital and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital to average assets (as defined). Management believes that the Company and its subsidiary banks meet all capital adequacy requirements to which they are subject.
As of December 31, 2003, the most recent notifications from Federal bank regulatory agencies categorized the Trust Company, The Bank of Castile, and Mahopac National Bank as well capitalized under the regulatory framework for PCA. To be categorized as well capitalized, the Company and its subsidiary banks must maintain total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the capital category of the Company or its subsidiary banks. Actual capital amounts and ratios of the Company and its subsidiary banks are as follows:
Note 17 Regulations and Supervision (continued)
Generally, dividends from the banking subsidiaries to the Company are limited to retained net profits for the current year and two preceding years, unless specific approval is received from the appropriate bank regulatory authority. At December 31, 2003 the retained net profits of the Company's bank subsidiaries available to pay dividends were $32,444,000.
Each bank subsidiary is required to maintain reserve balances by the Federal Reserve Bank of New York. At December 31, 2003, and 2002, the reserve requirements for the Company's banking subsidiaries totaled $22,704,000 and $19,035,000, respectively.
Note 18 Condensed Parent Company Only Financial Statements
Condensed financial statements for Tompkins Trustco, Inc. (the Parent Company) as of December 31 are presented below.
Condensed Statements of Condition
Condensed Statements of Income
Note 18 Condensed Parent Company Only Financial Statements (continued)
Condensed Statements of Cash Flows
Unaudited Quarterly Financial Data - -------------------------------------------------------------------------------- (in thousands except per share data) First Second Third Fourth - --------------------------------------------------------------------------------
Interest and dividend income $22,789 $22,651 $22,594 $22,961 Interest expense 6,245 6,098 5,558 5,592 Net interest income 16,544 16,553 17,036 17,369 Provision for loan/lease losses 540 598 585 774 Income before income tax 8,869 9,300 9,268 8,832 Net income 5,885 6,189 6,176 5,955 Net income per common share (basic) .72 .76 .76 .73 Net income per common share (diluted) .71 .75 .75 .72 ================================================================================
Per share data has been retroactively adjusted to reflect a 10% stock dividend paid on August 15, 2003.
- -------------------------------------------------------------------------------- (in thousands except per share data) First Second Third Fourth - --------------------------------------------------------------------------------
Interest and dividend income $22,753 $23,869 $23,813 $23,524 Interest expense 7,176 7,484 7,262 6,896 Net interest income 15,577 16,385 16,551 16,628 Provision for loan/lease losses 376 435 686 738 Income before income tax 7,849 8,975 9,336 8,046 Net income 5,205 5,922 6,208 5,579 Net income per common share (basic) .64 .73 .76 .68 Net income per common share (diluted) .63 .71 .75 .67 ================================================================================
Per share data has been retroactively adjusted to reflect a 10% stock dividend paid on August 15, 2003.
Report of KPMG LLP, Independent Auditors
Board of Directors and Shareholders, Tompkins Trustco, Inc.
We have audited the accompanying consolidated statements of condition of Tompkins Trustco, Inc. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2003. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tompkins Trustco, Inc. and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
February 27, 2004 Syracuse, New York
Management's Statement of Responsibility
Management is responsible for preparation of the consolidated financial statements and related financial information contained in all sections of this annual report, including the determination of amounts that must necessarily be based on judgments and estimates. It is the belief of management that the consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, and that the financial information appearing throughout this annual report is consistent with the consolidated financial statements.
Management establishes and monitors the Company's system of internal accounting controls to meet its responsibility for reliable financial statements. The system is designed to provide reasonable assurance that assets are safeguarded, and that transactions are executed in accordance with management's authorization and are properly recorded.
The Audit/Examining Committee of the board of directors, composed solely of outside directors, meets periodically and privately with management, internal auditors, and independent auditors, KPMG LLP, to review matters relating to the quality of financial reporting, internal accounting control, and the nature, extent, and results of audit efforts. The independent and internal auditors have unlimited access to the Audit/Examining Committee to discuss all such matters. The consolidated financial statements have been audited by the Company's independent auditors for the purpose of expressing an opinion on the consolidated financial statements.
/s/ JAMES J. BYRNES /s/ FRANCIS M. FETSKO Date: February 27, 2004 - ----------------------- ----------------------- James J. Byrnes Francis M. Fetsko Chief Executive Officer Chief Financial Officer
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A. Controls and Procedures
The Company's management, including its Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operations of the Company's disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended) (the "Exchange Act") as of December 31, 2003. Based upon that evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective in timely alerting them to any material information relating to the Company and its subsidiaries required to be included in reports filed or submitted by the Company under the Exchange Act.
There were no significant changes made in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation performed by the Company's Chief Executive Officer and Chief Financial Officer.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The information required by Item 10 of Form 10-K with respect to the Company's directors is incorporated by reference from the information contained in the section captioned "Election of Directors" in the Company's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 11, 2004 (the "Proxy Statement"), a copy of which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report on Form 10-K related.
For information with respect to the Company's executive officers, see Item 4A. captioned "Executive Officers of the Registrant" at the end of Part I of this Report.
The information required by Item 10 of Form 10-K with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference from the information contained in the section captioned "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement.
The information required by Item 10 of Form 10-K with respect to the Company's Code of Ethics is incorporated by reference from the information contained in the section captioned "Directors and Executive Officers - Code of Ethics" in the Proxy Statement.
Item 11.
Item 11. Executive Compensation
The information required by Item 11 of Form 10-K is incorporated by reference from the information contained in the section captioned "Executive Compensation" in the Proxy Statement.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 of Form 10-K is incorporated by reference from the information contained in the sections captioned "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in the Proxy Statement.
Item 13.
Item 13. Certain Relationships and Related Transactions
The information required by Item 13 of Form 10-K is incorporated by reference from the information contained in the section captioned "Certain Relationships and Related Transactions" in the Proxy Statement.
Item 14.
Item 14. Principal Accountant Fees and Services
The information required by Item 14 of Form 10-K is incorporated by reference from the information contained in the section captioned "Report of the Audit/Examining Committee of the Board of Directors" in the Proxy Statement.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) The following financial statements and accountant's report are included in this Annual Report on Form 10-K:
Report of Independent Auditors
Consolidated Statements of Condition for the years ended December 31, 2003 and 2002
Consolidated Statements of Income for the years ended December 31, 2003, 2002, and 2001
Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002, and 2001
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2003, 2002, and 2001
Notes to Consolidated Financial Statements
(a)(2) List of Financial Schedules
Not Applicable.
(a)(3) Exhibits
Item No. Description
2. Agreement and Plan of Reorganization, dated as of March 14, 1995, among the Bank, the Company and the Interim Bank incorporated herein by reference to the identically numbered exhibit contained in the Company's Registration Statement on Form 8-A (No. 0-27514), as filed with the Commission on December 29, 1995, and amended.
3.1 Certificate of Incorporation of the Company, as amended to date, incorporated herein by reference to the identically numbered exhibit contained in the Company's Registration Statement on Form 8-A (No. 0-27514), as filed with the Commission on December 29, 1995.
3.2 Bylaws of the Company, as amended on January 25, 2000 (filed herewith).
4. Form of Specimen Common Stock Certificate of the Company incorporated herein by reference to the identically numbered exhibit contained in the Company's Registration Statement on Form 8-A (No. 0-27514), as filed with the Commission on December 29, 1995.
10.2 1992 Stock Option Plan incorporated herein by reference to the identically numbered exhibit contained in the Company's Registration Statement on Form 8-A (No. 0-27514), as filed with the Commission on December 29, 1995. *
10.3 1996 Stock Retainer Plan for Non-Employee Directors incorporated herein by reference to the identically numbered exhibit contained in the Company's Registration Statement on Form 8-A (No. 0-27514), as filed with the Commission on December 29, 1995. *
10.4 Form of Director Deferred Compensation Agreement incorporated herein by reference to the identically numbered exhibit contained in the Company's Registration Statement on Form 8-A (No. 0-27514), as filed with the Commission on December 29, 1995. *
10.5 Deferred Compensation Plan for Senior Officers incorporated herein by reference to the identically numbered exhibit contained in the Company's Registration Statement on Form 8-A (No. 0-27514), as filed with the Commission on December 29, 1995. *
10.6 Supplemental Executive Retirement Agreement with James J. Byrnes incorporated herein by reference to the identically numbered exhibit contained in the Company's Registration Statement on Form 8-A (No. 0-27514), as filed with the Commission on December 29, 1995, and amended. *
10.7 Severance Agreement with James J. Byrnes incorporated herein by reference to the identically numbered exhibit contained in the Company's Registration Statement on Form 8-A (No. 0-27514), as filed with the Commission on December 29, 1995, and amended. *
10.8 Lease Agreement dated August 20, 1993, between Tompkins County Trust Company and Comex Plaza Associates, relating to leased property at the Rothschilds Building, Ithaca, NY, incorporated herein by reference to the identically numbered exhibit contained in the Company's Form 10-K, as filed with the Commission on March 26, 1996, and amended.
10.9 Employment Agreement, dated September 12, 1989, by and between Letchworth and James W. Fulmer, incorporated by reference to Letchworth's Amendment No. 1 to Form S-18 Registration Statement (Reg. No. 33-31149-NY), filed with the Commission on October 31, 1989, and wherein such Exhibit is designated Exhibit 10(a).*
10.10 Employment Agreement, dated as of January 1,1991, by and between Letchworth and Brenda L. Copeland, incorporated by reference to Letchworth's Annual Report on Form 10-K for the year ended December 31, 1991, filed with the Commission on March 30, 1992, and wherein such Exhibit is designated Exhibit 10(b). *
10.11 Employee Stock Ownership Plan of Letchworth, incorporated by reference to Letchworth's Registration Statement on Form S-18 (Reg. No. 33-31149-NY), filed with the Commission on September 2, 1989, and wherein such Exhibit is designated Exhibit 10(c). *
10.12 Defined Benefit Pension Plan of Letchworth, incorporated by reference to Letchworth's Registration Statement on Form S-18 (Reg. No. 33-31149-NY), filed with the Commission on September 2, 1989, and wherein such Exhibit is designated Exhibit 10(d). *
10.13 Form of Executive Supplemental Income Agreement, as amended, incorporated by reference to Letchworth's Annual Report on Form 10-K for the year ended December 31, 1991 and filed with the Commission on March 30, 1992, and where in such Exhibit is designated Exhibit 19. *
10.14 Form of Director Deferred Compensation Agreement, incorporated by reference to Letchworth's Registration Statement on Form S-18 (Reg. No. 33-31149-NY), filed with the Commission on September 2, 1989, and wherein such Exhibit is designated Exhibit 10(f). *
10.15 Loan and Pledge Agreement, dated June 16, 1986, by and between Employee Stock Ownership Trust of Letchworth and Salamanca Trust Company, incorporated by reference to Letchworth's Registration Statement on Form S-18 (Reg. No. 33-31149-NY), filed with the Commission on September 2, 1989, and wherein such Exhibit is designated Exhibit 10(g).
10.16 Loan and Pledge Agreement, dated June 16, 1986, by and between Employee Stock Ownership Trust of Letchworth and Community National Bank, incorporated by reference to Letchworth's Registration Statement on Form S-18 (Reg. No. 33-31149-NY), filed with the Commission on September 2, 1989, and wherein such Exhibit is designated Exhibit 10(h).
10.17 Lease Agreement, dated March 1, 1982, by and between Letchworth and Herald Ford, Inc., incorporated by reference to Letchworth's Registration Statement on Form S-18 (Reg. No. 33-31149-NY), filed with the Commission on September 2, 1989, and wherein such Exhibit is designated Exhibit 10(i).
10.18 Lease Agreement, dated April 12, 1982, and an Addendum thereto, dated January 25, 1973, by and between Letchworth and 15 South Center Street, Inc., incorporated by reference to Letchworth's Registration Statement on Form S-18 (Reg. No. 33-31149-NY), filed with the Commission on September 2, 1989, and wherein such Exhibit is designated Exhibit 10(j).
10.19 Lease Agreement, dated August 1, 1974, by and between The Citizen Bank, Attica and Fred Glickstein, which Lease Agreement was assumed by Letchworth on December 7, 1984, incorporated by reference to Letchworth's Registration Statement on Form S-18 (Reg. No. 33-31149-NY), filed with the Commission on September 2, 1989, and wherein such Exhibit is designated Exhibit 10(k).
10.20 Salary Savings Plan (401(k) Plan) of Letchworth, incorporated by reference to Letchworth's Amendment No. 1 to Form S-18 Registration Statement (Reg. No. 33-31149-NY), filed with the Commission on October 31, 1989, and wherein such Exhibit is designated Exhibit 10(l). *
10.21 Loan Agreement, dated November 6, 1990, by and between Letchworth and Alden State Bank, incorporated by reference to Letchworth's Annual Report on Form 10-K for the year-ended December 31, 1990, and filed with the Commission on April 1, 1991, and wherein such Exhibit is designated Exhibit 10(m).
10.22 Sales Contract, dated September 10, 1991, by and between John Piraino, Jr. ("Piraino") and the Bank, incorporated by reference to Letchworth's Annual Report on Form 10-K for the year ended December 31, 1992, and filed with the Commission on March 30, 1993, and wherein such Exhibit is designated Exhibit 10(n).
10.23 Indenture of Lease, dated September 10, 1991, by and between Piraino and the Bank, incorporated by reference to Letchworth's Annual Report on Form 10-K for the year ended December 31, 1992, and filed with the Commission on March 30, 1993, and wherein such Exhibit is designated Exhibit 10(o).
10.24 Purchase and Assumption Agreement, dated as of January 10, 1991, by and between Letchworth, The Bank of Castile, and Anchor Savings Bank FSB, incorporated by reference to the Letchworth's Report on Form 8-K/A amending the Letchworth's Current Report on Form 8-K dated January 31, 1992, and which Form 8-K/A was filed with the Commission on April 3, 1992, and wherein such Exhibit is designated Exhibit 10(a).
10.25 Sales Contract, dated as of January 10, 1991, by and between The Bank of Castile and Anchor Savings Bank FSB, incorporated by reference to Letchworth's Report on Form 8-K/A amending the Letchworth's Current Report on Form 8-K dated January 31, 1992, and which Form 8-K/A was filed with the Commission on April 3, 1992, and wherein such Exhibit is designated Exhibit 10(b).
10.26 Purchase and Assumption Agreement, dated as of May 11, 1994, by and between The Bank of Castile and The Chase Manhattan Bank (National Association), incorporated by reference to Letchworth's Report on Form 8-K, dated December 12, 1994, and which Form 8-K was filed with the Commission on December 19, 1994, and wherein such Exhibit is designated Exhibit 2.1.
10.27 Sales Contract, dated as of May 11, 1994, by and between The Bank of Castile and The Chase Manhattan Bank (National Association), incorporated by reference to Letchworth's Report on Form 8-K, dated December 12, 1994, and which Form 8-K was filed with the Commission on December 19, 1994, and wherein such Exhibit is designated Exhibit 2.2.
10.28 Agreement and Plan of Reorganization, dated as of July 30, 1999 between Tompkins Trustco, Inc. and Letchworth Independent Bancshares Corporation, incorporated by reference to the Company's Registration Statement on Form S-4 (Registration No. 333-90411), in which such exhibit is included as Annex A.
10.29 Stock Purchase Agreement, dated October 31, 1998, between Letchworth and certain shareholders of Mahopac National Bank, together with a letter agreement extending the closing date for said transaction until the close of business on June 4, 1999. The exhibit is incorporated by reference to Letchworth's report on Form 8-K dated June 17, 1999, as amended, wherein said exhibit is referenced as Exhibit 2(a).
10.30 Employment Agreement, dated January 1999, by and between Mahopac National Bank and Stephen E. Garner, incorporated by reference to the identically numbered exhibit contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2001 as filed with the commission on March 29, 2002. *
10.31 2001 Stock Option Plan incorporated herein by reference to Exhibit 99 contained in the Registrant's Registration Statement on Form S-8 (No. 333-75822), as filed with the Commission on December 12, 2001, and amended *
10.32 Mahopac National Bank Supplemental Executive Retirement Agreement, dated May 15, 2000, by and between Mahopac National Bank and Stephen E. Garner, incorporated by reference to the identically numbered exhibit contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2001 as filed with the commission on March 29, 2002. *
11. Statement of Computation of Earnings Per Share Required information is incorporated by reference to Note 15 of the Company's consolidated financial statements included under Item 8.
21. Subsidiaries of Registrant.
23. Consent of KPMG LLP (filed herewith)
24. Power of Attorney, included on page 66 of this Report.
31.1 Certification of the Chief Executive Officer as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2 Certification of the Chief Financial Officer as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2 Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
* Management contracts and compensatory plans and arrangements required to be filed as Exhibits to this Report on Form 10-K pursuant to Item 15(c) of the Report.
(b) Reports on Form 8-K
On October 22, 2003, Tompkins Trustco, Inc. furnished a Form 8-K pursuant to "Item 12 - Results of Operations and Financial Condition" of Form 8-K, disclosing that the Company issued a press release on October 22, 2003, announcing its earnings for the calendar quarter ended September 30, 2003. A copy of the press release was attached to the Form 8-K as an exhibit. The Form 8-K was amended by a Form 8-K/A filed by the Company on October 24, 2003, to correct a typographical error.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TOMPKINS TRUSTCO, INC.
/s/ JAMES J. BYRNES ------------------- By: James J. Byrnes Chairman of the Board and Chief Executive Officer
Date: March 9, 2004
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, James J. Byrnes and Frank M. Fetsko, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her, and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with Exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Date Capacity
/s/ JAMES J. BYRNES 3/9/04 Chairman of the Board and - ------------------------------ ------- Chief Executive Officer James J. Byrnes
/s/ JAMES J. FULMER 3/15/04 President, Director - ------------------------------ ------- James W. Fulmer
/s/ FRANCIS M. FETSKO 3/9/04 Executive Vice President and - ------------------------------ ------- Chief Financial Officer Francis M. Fetsko
/s/ JOHN E. ALEXANDER 3/9/04 Director - ------------------------------ ------- John E. Alexander
/s/ REEDER D. GATES 3/9/04 Director - ------------------------------ ------- Reeder D. Gates
/s/ WILLIAM W. GRISWOLD 3/9/04 Director - ------------------------------ ------- William W. Griswold
/s/ JAMES R. HARDIE 3/12/04 Director - ------------------------------ ------- James R. Hardie
/s/ BONNIE H. HOWELL 3/11/04 Vice Chairman - ------------------------------ ------- Director Bonnie H. Howell
/s/ HUNTER R. RAWLINGS, III 3/12/04 Director - ------------------------------ ------- Hunter R. Rawlings, III
/s/ THOMAS R. SALM 3/9/04 Director - ------------------------------ ------- Thomas R. Salm
/s/ MICHAEL H. SPAIN 3/15/04 Director - ------------------------------ ------- Michael H. Spain
/s/ WILLIAM D. SPAIN, JR. 3/15/04 Director - ------------------------------ ------- William D. Spain, Jr.
/s/ CRAIG YUNKER 3/15/04 Director - ------------------------------ ------- Craig Yunker
TOMPKINS [COMPANY LOGO OMITTED] TRUSTCO INC. P.O. Box 460, Ithaca, New York 14851 (607) 273-3210
www.tompkinstrustco.com