United States

Securities and Exchange Commission

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 2015

 

OR

 

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

  

For the transition period from _____ to ______

 

Commission File Number 1-12709

 

 

Tompkins Financial Corporation

(Exact name of registrant as specified in its charter)

 

New York   16-1482357
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
The Commons, P.O. Box 460, Ithaca, NY   14851
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (888) 503-5753 

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

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒  No  ☐.

 

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

 

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

 

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

 

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

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

 

Class   Outstanding as of July 28, 2015
Common Stock, $0.10 par value   14,942,138 shares

 

 
 

 

TOMPKINS FINANCIAL CORPORATION

 

FORM 10-Q

 

INDEX

 

PART I – FINANCIAL INFORMATION    
      PAGE
Item 1 – Condensed Financial Statements    
  Consolidated Statements of Condition as of June 30, 2015 (Unaudited)   3
       
  Consolidated Statements of Income for the three and six months ended June 30, 2015 and 2014 (Unaudited)   4
       
  Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014 (Unaudited)   5
       
  Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (Unaudited)   6
       
  Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2015 and 2014 (Unaudited)   8
       
  Notes to Unaudited Consolidated Condensed Financial Statements   9-46
       
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations   46-65
       
Item 3 – Quantitative and Qualitative Disclosures About Market Risk   65
       
Item 4 – Controls and Procedures   67
       
PART II – OTHER INFORMATION    
       
Item 1 – Legal Proceedings   67
       
Item 1A – Risk Factors   67
       
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds   67
       
Item 3 – Defaults Upon Senior Securities   68
       
Item 4 – Mine Safety Disclosures   68
       
Item 5 – Other Information   68
       
Item 6 – Exhibits   68
       
SIGNATURES   69
       
EXHIBIT INDEX   70

 

2
 

  

TOMPKINS FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION

 

(In thousands, except share and per share data) (Unaudited)  As of  As of
ASSETS  06/30/2015  12/31/2014
Cash and noninterest bearing balances due from banks  $58,237   $53,921 
Interest bearing balances due from banks   1,902    2,149 
Cash and Cash Equivalents   60,139    56,070 
           
Trading securities, at fair value   8,153    8,992 
Available-for-sale securities, at fair value (amortized cost of $1,381,440 at June 30, 2015 and $1,397,458 at December 31, 2014)   1,382,484    1,402,236 
Held-to-maturity securities, at amortized cost (fair value of $146,076 at June 30, 2015 and $89,036 at December 31, 2014)   145,737    88,168 
Originated loans and leases, net of unearned income and deferred costs and fees   3,013,968    2,839,974 
Acquired loans and leases, covered   15,771    19,319 
Acquired loans and leases, non-covered   492,192    533,995 
Less: Allowance for loan and lease losses   30,091    28,997 
Net Loans and Leases   3,491,840    3,364,291 
           
FDIC indemnification asset   634    1,903 
Federal Home Loan Bank stock   27,128    21,259 
Bank premises and equipment, net   59,451    59,800 
Corporate owned life insurance   74,894    73,725 
Goodwill   92,243    92,243 
Other intangible assets, net   13,569    14,649 
Accrued interest and other assets   79,864    86,225 
Total Assets  $5,436,136   $5,269,561 
LIABILITIES          
Deposits:          
Interest bearing:          
 Checking, savings and money market   2,314,510    2,247,708 
 Time   906,345    898,081 
Noninterest bearing   983,234    1,023,365 
Total Deposits   4,204,089    4,169,154 
           
Federal funds purchased and securities sold under agreements to repurchase   131,063    147,037 
Other borrowings, including certain amounts at fair value of $10,817 at June 30, 2015 and $10,961 at December 31, 2014   493,326    356,541 
Trust preferred debentures   37,423    37,337 
Other liabilities   64,841    69,909 
Total Liabilities  $4,930,742   $4,779,978 
EQUITY          
Tompkins Financial Corporation shareholders’ equity:          
 Common Stock - par value $.10 per share: Authorized 25,000,000 shares; Issued: 14,978,017 at June 30, 2015; and 14,931,354 at December 31, 2014   1,498    1,493 
Additional paid-in capital   351,549    348,889 
Retained earnings   181,955    165,160 
Accumulated other comprehensive loss   (27,621)   (24,011)
Treasury stock, at cost – 111,467 shares at June 30, 2015, and 111,436 shares at December 31, 2014   (3,504)   (3,400)
           
Total Tompkins Financial Corporation Shareholders’ Equity   503,877    488,131 
Noncontrolling interests   1,517    1,452 
Total Equity  $505,394   $489,583 
Total Liabilities and Equity  $5,436,136   $5,269,561 

 

See notes to consolidated financial statements

 

3
 

 

 

 TOMPKINS FINANCIAL CORPORATION
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

  Three Months Ended  Six Months Ended
(In thousands, except per share data) (Unaudited)  06/30/2015  06/30/2014  06/30/2015  06/30/2014
INTEREST AND DIVIDEND INCOME            
Loans  $38,059   $37,348   $75,435   $74,302 
Due from banks   1    0    2    1 
Trading securities   90    107    184    219 
Available-for-sale securities   7,374    7,984    15,188    15,920 
Held-to-maturity securities   674    186    1,270    338 
Federal Home Loan Bank stock and Federal Reserve Bank stock   225    194    572    404 
Total Interest and Dividend Income   46,423    45,819    92,651    91,184 
INTEREST EXPENSE                    
Time certificates of deposits of $250,000 or more   354    328    689    635 
Other deposits   2,267    2,449    4,553    4,884 
Federal funds purchased and securities sold under agreements to repurchase   665    763    1,335    1,580 
Trust preferred debentures   573    571    1,143    1,141 
Other borrowings   1,234    1,192    2,373    2,401 
 Total Interest Expense   5,093    5,303    10,093    10,641 
 Net Interest Income   41,330    40,516    82,558    80,543 
 Less: Provision for loan and lease losses   922    67    1,131    810 
 Net Interest Income After Provision for Loan and Lease Losses   40,408    40,449    81,427    79,733 
NONINTEREST INCOME                    
Insurance commissions and fees   7,407    7,046    14,777    14,303 
Investment services income   3,838    3,902    7,844    7,912 
Service charges on deposit accounts   2,244    2,388    4,402    4,504 
Card services income   2,025    1,920    3,843    4,032 
Mark-to-market loss on trading securities   (74)   (34)   (137)   (93)
Mark-to-market gain on liabilities held at fair value   104    63    145    128 
Other income   2,695    2,400    4,721    4,239 
Gain on sale of available-for-sale securities   723    35    1,013    129 
 Total Noninterest Income   18,962    17,720    36,608    35,154 
NONINTEREST EXPENSES                    
Salaries and wages   18,394    17,660    35,962    34,306 
Pension and other employee benefits   (519)   4,978    5,475    11,023 
Net occupancy expense of premises   3,073    3,066    6,412    6,326 
Furniture and fixture expense   1,483    1,459    2,933    2,796 
FDIC insurance   748    735    1,489    1,546 
Amortization of intangible assets   500    525    1,007    1,052 
Other operating expense   9,239    10,505    19,332    20,089 
 Total Noninterest Expenses   32,918    38,928    72,610    77,138 
 Income Before Income Tax Expense    26,452    19,241    45,425    37,749 
 Income Tax Expense   9,030    6,148    15,290    12,054 
 Net Income attributable to Noncontrolling Interests and Tompkins Financial Corporation   17,422    13,093    30,135    25,695 
 Less: Net income attributable to noncontrolling interests   32    32    65    65 
 Net Income Attributable to Tompkins Financial Corporation  $17,390   $13,061   $30,070   $25,630 
Basic Earnings Per Share  $1.16   $0.88   $2.01   $1.73 
Diluted Earnings Per Share  $1.15   $0.87   $2.00   $1.72 

 

See notes to consolidated financial statements

 

4
 

 

Consolidated Statements of Comprehensive Income       
  Three Months Ended
(In thousands) (Unaudited)   06/30/2015  06/30/2014
Net income attributable to noncontrolling interests and Tompkins Financial Corporation  $17,422   $13,093 
Other comprehensive income, net of tax:          
           
Available-for-sale securities:           
Change in net unrealized gain/loss during the period    (7,224)   6,751 
Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income    (434)   (22)
           
Employee benefit plans:           
Recognized actuarial gain due to curtailment    (3,196)   0 
Net retirement plan loss    1,170    0 
Amortization of net retirement plan actuarial gain    439    128 
Amortization of net retirement plan prior service (credit) cost    (114)   (7)
           
Other comprehensive (loss) income   (9,359)   6,850 
           
Subtotal comprehensive income attributable to noncontrolling interests and Tompkins Financial Corporation    8,063    19,943 
Less: Net income attributable to noncontrolling interests   (32)   (32)
Total comprehensive income attributable to Tompkins Financial Corporation   $8,031   $19,911 

 

See notes to unaudited condensed consolidated financial statements.

 

Consolidated Statements of Comprehensive Income       
  Six Months Ended
(In thousands) (Unaudited)   06/30/2015  06/30/2014
Net income attributable to noncontrolling interests and Tompkins Financial Corporation  $30,135   $25,695 
Other comprehensive income, net of tax:          
           
Available-for-sale securities:           
Change in net unrealized (loss) gain during the period    (1,632)   12,041 
Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income    (608)   (78)
           
 Employee benefit plans:           
Recognized actuarial gain due to curtailment    (3,196)   0 
Net retirement plan loss    1,170    0 
Amortization of net retirement plan actuarial gain    877    320 
Amortization of net retirement plan prior service credit/cost    (221)   1 
           
Other comprehensive (loss) income   (3,610)   12,284 
           
Subtotal comprehensive income attributable to noncontrolling interests and Tompkins Financial Corporation    26,525    37,979 
Less: Net income attributable to noncontrolling interests   (65)   (65)
Total comprehensive income attributable to Tompkins Financial Corporation   $26,460   $37,914 

 

See notes to unaudited condensed consolidated financial statements.

 

5
 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS
       
(In thousands) (Unaudited)  06/30/2015  06/30/2014
OPERATING ACTIVITIES      
Net income attributable to Tompkins Financial Corporation  $30,070   $25,630 
Adjustments to reconcile net income to net cash provided by operating activities:          
Provision for loan and lease losses   1,131    810 
Depreciation and amortization of premises, equipment, and software   3,209    2,772 
Amortization of intangible assets   1,007    1,052 
Earnings from corporate owned life insurance   (1,169)   (975)
Net amortization on securities   5,835    5,180 
Amortization/accretion related to purchase accounting   (3,034)   (3,736)
Mark-to-market loss on trading securities   137    93 
Mark-to-market gain on liabilities held at fair value   (145)   (128)
Net gain on securities transactions   (1,013)   (129)
Net gain on sale of loans originated for sale   (10)   (221)
Proceeds from sale of loans originated for sale   669    8,415 
Loans originated for sale   (1,050)   (9,102)
Gain on conversion of deposits   0    (140)
Net (gain) loss on sale of bank premises and equipment   (1)   15 
Gain on pension curtailment   (6,003)   0 
Stock-based compensation expense   953    697 
Decrease in accrued interest receivable   495    375 
Increase (decrease) in accrued interest payable   115    (243)
Proceeds from maturities and payments of trading securities   695    879 
Other, net   7,273    2,945 
Net Cash Provided by Operating Activities   39,164    34,189 
INVESTING ACTIVITIES          
Proceeds from maturities, calls and principal paydowns of available-for-sale securities   125,893    121,008 
Proceeds from sales of available-for-sale securities   94,524    38,688 
Proceeds from maturities, calls and principal paydowns of held-to-maturity securities   7,729    7,249 
Purchases of available-for-sale securities   (209,545)   (169,245)
Purchases of held-to-maturity securities   (65,444)   (19,231)
Net increase in loans   (126,513)   (32,818)
Net (increase) decrease in Federal Home Loan Bank stock   (5,869)   4,013 
Proceeds from sale of bank premises and equipment   58    86 
Purchases of bank premises and equipment   (2,524)   (5,387)
Purchase of corporate owned life insurance   0    (2,500)
Net cash used in acquisition   0    (210)
Other, net   330    386 
Net Cash Used in Investing Activities   (181,361)   (57,961)
FINANCING ACTIVITIES          
Net increase in demand, money market, and savings deposits   26,671    61,225 
Net increase in time deposits   9,016    37,067 
Net decrease in Federal funds purchases and securities sold under agreements to repurchase   (15,408)   (22,362)
Increase in other borrowings   277,350    140,445 
Repayment of other borrowings   (140,421)   (184,690)
Cash dividends   (12,550)   (11,839)
Repurchase of common stock   (1,441)   0 
Shares issued for dividend reinvestment plan   0    2,186 
Shares issued for employee stock ownership plan   1,595    1,528 
Net shares issued related to restricted stock awards   (152)   115 
Net proceeds from exercise of stock options   1,426    558 
Tax benefit from stock option exercises   180    74 
Net Cash Provided by Financing Activities   146,266    24,307 
Net Increase in Cash and Cash Equivalents   4,069    535 
Cash and cash equivalents at beginning of period   56,070    82,884 
Total Cash & Cash Equivalents at End of Period   60,139    83,419 

 

See notes to unaudited condensed consolidated financial statements.

 

6
 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(In thousands) (Unaudited)  06/30/2015  06/30/2014
Supplemental Information:      
Cash paid during the year for - Interest  $10,730   $12,344 
Cash paid during the year for - Taxes   8,224    437 
Transfer of loans to other real estate owned   187    4,067 

 

See notes to unaudited condensed consolidated financial statements.

 

7
 

 

 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
 (Unaudited)

(In thousands except share and per share data)  Common
Stock
  Additional
Paid-in Capital
  Retained
Earnings
  Accumulated
Other Comprehensive (Loss) Income
  Treasury
Stock
  Non-
controlling Interests
  Total
Balances at January 1, 2014   $1,479   $346,096   $137,102   $(25,119)  $(3,071)  $1,452   $457,939 
Net income attributable to noncontrolling interests and Tompkins Financial Corporation              25,630              65    25,695 
Other comprehensive income                  12,284              12,284 
 Total Comprehensive Income                                 37,979 
Cash dividends ($0.80 per share)             (11,839)                  (11,839)
Net exercise of stock options and related tax benefit (29,485 shares)    3    629                        632 
Stock-based compensation expense        697                        697 
Shares issued for dividend reinvestment plan (46,081 shares)    4    2,182                        2,186 
Shares issued for employee stock ownership plan (31,192 shares)    3    1,525                        1,528 
Directors deferred compensation plan (680 shares)         80              (80)        0 
Restricted stock activity ((2,416) shares)        115                        115 
Balances at June 30, 2014   $1,489   $351,324   $150,893   $(12,835)  $(3,151)  $1,517   $489,237 
                                    
Balances at January 1, 2015   $1,493   $348,889   $165,160   $(24,011)   $(3,400)  $1,452   $489,583 
Net income attributable to noncontrolling interests and Tompkins Financial Corporation              30,070              65    30,135 
Other comprehensive loss                  (3,610)             (3,610)
Total Comprehensive Income                                 26,525 
Cash dividends ($0.84 per share)             (12,550)                  (12,550)
Net exercise of stock options and related tax benefit (56,756 shares)    6    1,600                        1,606 
Common stock repurchased and returned to unissued status (27,892 shares)    (3)   (1,438)                       (1,441)
Stock-based compensation expense        953                        953 
Shares issued for employee stock ownership plan (29,575 shares)    3    1,592                        1,595 
Directors deferred compensation plan (31 shares)         104              (104)        0 
Restricted stock activity ((11,776) shares)   (1)   (151)                       (152)
Adoption of ASU 2014-01 Investments                                   
Accounting for Investments in Qualified Affordable Housing Projects              (725)                  (725)
Balances at June 30, 2015   $1,498   $351,549   $181,955   $(27,621)  $(3,504)  $1,517   $505,394 

 

See notes to unaudited condensed consolidated financial statements

 

8
 

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Business

 

Tompkins Financial Corporation (“Tompkins” or the “Company”) is headquartered in Ithaca, New York and is registered as a Financial Holding Company with the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended. The Company is a locally oriented, community-based financial services organization that offers a full array of products and services, including commercial and consumer banking, leasing, trust and investment management, financial planning and wealth management, and insurance services. At June 30, 2015, the Company’s subsidiaries included: four wholly-owned banking subsidiaries, Tompkins Trust Company (the “Trust Company”), The Bank of Castile (DBA Tompkins Bank of Castile), Mahopac Bank (formerly known as Mahopac National Bank, DBA Tompkins Mahopac Bank), VIST Bank (DBA Tompkins VIST Bank); and a wholly-owned insurance agency subsidiary, Tompkins Insurance Agencies, Inc. (“Tompkins Insurance”). The trust division of the Trust Company provides a full array of investment services, including investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. The Company’s principal offices are located at The Commons, Ithaca, New York, 14851, and its telephone number is (888) 503-5753. The Company’s common stock is traded on the NYSE MKT LLC under the Symbol “TMP.”

 

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

 

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

 

The trust division of Tompkins Trust Company is subject to examination and comprehensive regulation by the FDIC and NYSDFS.

 

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

 

2. Basis of Presentation

 

The unaudited consolidated financial statements included in this quarterly report do not include all of the information and footnotes required by GAAP for a full year presentation and certain disclosures have been condensed or omitted in accordance with rules and regulations of the SEC. In the application of certain accounting policies, management is required to make assumptions regarding the effect of matters that are inherently uncertain. These estimates and assumptions affect the reported amounts of certain assets, liabilities, revenues, and expenses in the unaudited condensed consolidated financial statements. Different amounts could be reported under different conditions, or if different assumptions were used in the application of these accounting policies. The accounting policies that management considers critical in this respect are the determination of the allowance for loan and lease losses, the expenses and liabilities associated with the Company’s pension and post-retirement benefits, and the review of its securities portfolio for other than temporary impairment.

 

In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year ended December 31, 2015. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. There have been no significant changes to the Company’s accounting policies from those presented in the 2014 Annual Report on Form 10-K. Refer to Note 3- “Accounting Standards Updates” of this Report for a discussion of recently issued accounting guidelines.

 

9
 

 

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

 

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

 

The consolidated financial information included herein combines the results of operations, the assets, liabilities, and shareholders’ equity of the Company and its subsidiaries. Amounts in the prior periods’ unaudited condensed consolidated financial statements are reclassified when necessary to conform to the current periods’ presentation. All significant intercompany balances and transactions are eliminated in consolidation.

  

3. Accounting Standards Updates

 

ASU 2014-01, “Investments (Topic 323), Accounting for Investments in Qualified Affordable Housing Projects.” The amendments in this ASU provide guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognize the net investment performance in the income statement as a component of income tax expense (benefit). The amendments in this ASU became effective for the Company for annual periods beginning January 1, 2015 and should be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those preexisting investments.

 

The Company previously accounted for its investments in qualified affordable housing projects under the cost method; however, the Company determined that its investments in its qualified affordable housing projects meet the conditions set forth in ASU 2014-01 to account for these investments under the proportional amortization method. The Company believes that amortizing its investments in qualified affordable housing projects as a component of income tax expense rather than as a component of operating expenses better reflects the nature and intent of these investments. As a result of adopting ASU 2014-01, the Company recognized additional income tax expense attributable to the amortization of investments in qualified affordable housing projects of $0.1 million and $0.2 million during the three and six months ended June 30, 2015, respectively. While the adoption of ASU 2014-01 requires retrospective application to all periods presented, the Company did not restate the prior period financial statements as the amounts were not material. The net effect of adoption is $725,000 and is reported in the Statement of Changes in Shareholder’s Equity for the six months ended June 30, 2015. The Company’s remaining investment in qualified affordable housing projects, net of amortization totaled $2.9 million and $3.9 million at June 30, 2015 and December 31, 2014, respectively.

 

ASU 2014-12 “Compensation—Stock Compensation” (Topic 718”): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, a consensus of the FASB Emerging Issues Task Force (ASU 2014-12). ASU 2014-12 requires that a performance target that affects vesting of share-based payment awards and that could be achieved after the requisite service period be treated as a performance condition. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. ASU 2014-12 is effective for all entities for interim and annual periods beginning after December 15, 2015, with early adoption permitted. An entity may apply the amendments in ASU 2014-12 either (i) prospectively to all awards granted or modified after the effective date or (ii) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on the Company’s consolidated financial condition or results of operations because the Company has not historically granted performance-based stock compensation.

 

10
 

 

4. Securities

 

Available-for-Sale Securities

The following table summarizes available-for-sale securities held by the Company at June 30, 2015:

 

  Available-for-Sale Securities
June 30, 2015  Amortized Cost  Gross Unrealized Gains  Gross Unrealized Losses  Fair Value
(in thousands)            
Obligations of U.S. Government sponsored entities  $539,336   $6,471   $1,534   $544,273 
Obligations of U.S. states and political subdivisions   71,948    828    466    72,310 
Mortgage-backed securities – residential, issued by                    
U.S. Government agencies   96,785    1,991    1,191    97,585 
U.S. Government sponsored entities   669,663    5,337    10,000    665,000 
Non-U.S. Government agencies or sponsored entities   208    3    0    211 
U.S. corporate debt securities   2,500    0    338    2,162 
Total debt securities   1,380,440    14,630    13,529    1,381,541 
Equity securities   1,000    0    57    943 
Total available-for-sale securities  $1,381,440   $14,630   $13,586   $1,382,484 

 

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

 

  Available-for-Sale Securities
December 31, 2014  Amortized Cost   Gross Unrealized Gains  Gross Unrealized Losses  Fair Value
(in thousands)            
Obligations of U.S. Government sponsored entities  $553,300   $6,222   $1,702   $557,820 
Obligations of U.S. states and political subdivisions   70,790    999    279    71,510 
Mortgage-backed securities – residential, issued by                    
U.S. Government agencies   108,931    2,339    1,344    109,926 
U.S. Government sponsored entities   660,195    7,309    8,384    659,120 
Non-U.S. Government agencies or sponsored entities   267    4    0    271 
U.S. corporate debt securities   2,500    0    338    2,162 
Total debt securities   1,395,983    16,873    12,047    1,400,809 
Equity securities   1,475    0    48    1,427 
Total available-for-sale securities  $1,397,458   $16,873   $12,095   $1,402,236 

 

Held-to-Maturity Securities

The following table summarizes held-to-maturity securities held by the Company at June 30, 2015:

 

  Held-to-Maturity Securities
June 30, 2015  Amortized Cost  Gross Unrealized Gains  Gross Unrealized Losses  Fair Value
(in thousands)            
Obligations of U.S. Government sponsored entities  $132,671   $536   $651   $132,556 
Obligations of U.S. states and political subdivisions  $13,066   $454   $0   $13,520 
Total held-to-maturity debt securities  $145,737   $990   $651   $146,076 

 

11
 

 

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

 

  Held-to-Maturity Securities
December 31, 2014  Amortized Cost  Gross Unrealized Gains  Gross Unrealized Losses  Fair Value
(in thousands)            
Obligations of U.S. Government sponsored entities  $71,906   $400   $37   $72,269 
Obligations of U.S. states and political subdivisions   16,262    505    0    16,767 
Total held-to-maturity debt securities  $88,168   $905   $37   $89,036 

  

The Company may from time to time sell investment securities from its available-for-sale portfolio. Realized gains on available-for-sale securities were $725,000 and $1,015,000 for the three and six months ending June 30, 2015 and $35,000 and $166,000 in the same periods during 2014. Realized losses on available-for-sale securities were $2,000 for the three and six months ending June 30, 2015 and $0 and $78,000 for the three and six months ending June 30, 2014, respectively. The sales of available-for-sale investment securities were the result of general investment portfolio and interest rate risk management.

 

The following table summarizes available-for-sale securities that had unrealized losses at June 30, 2015:

          
  Less than 12 Months  12 Months or Longer  Total
(in thousands)  Fair Value  Unrealized Losses  Fair Value  Unrealized Losses  Fair Value  Unrealized Losses
Obligations of U.S. Government sponsored entities  $114,924   $1,259   $17,270   $275   $132,194   $1,534 
Obligations of U.S. states and political subdivisions   30,494    426    2,111    40    32,605    466 
                               
Mortgage-backed securities – issued by                              
U.S. Government agencies   24,874    56    33,386    1,135    58,260    1,191 
U.S. Government sponsored entities   308,068    3,149    204,211    6,851    512,279    10,000 
U.S. corporate debt securities   0    0    2,162    338    2,162    338 
Equity securities   0    0    943    57    943    57 
Total available-for-sale securities  $478,360   $4,890   $260,083   $8,696   $738,443   $13,586 

 

The following table summarizes held-to-maturity securities that had unrealized losses at June 30, 2015.

          
  Less than 12 Months  12 Months or Longer  Total
(in thousands)  Fair Value  Unrealized Losses  Fair Value  Unrealized Losses  Fair Value  Unrealized Losses
                  
Obligations of U.S. Government sponsored entities     $65,635   $651   $0   $0   $65,635   $651 
                               
Total held-to-maturity securities  $65,635   $651   $0   $0   $65,635   $651 

 

12
 

 

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

             
  Less than 12 Months   12 Months or Longer   Total
(in thousands)   Fair Value   Unrealized Losses   Fair Value   Unrealized Losses   Fair Value   Unrealized Losses
Obligations of U.S. Government sponsored entities   $ 71,363     $ 385     $ 65,497     $ 1,317     $ 136,860     $ 1,702  
                                                 
Obligations of U.S. states and political subdivisions     15,451       124       8,102       155       23,553       279  
                                                 
Mortgage-backed securities – residential, issued by                                                
U.S. Government agencies     2,623       21       28,502       1,323       31,125       1,344  
U.S. Government sponsored entities     162,377       719       271,503       7,665       433,880       8,384  
U.S. corporate debt securities     0       0       2,163       338       2,163       338  
Equity securities     0       0       952       48       952       48  
Total available-for-sale securities   $ 251,814     $ 1,249     $ 376,719     $ 10,846     $ 628,533     $ 12,095  

 

The following table summarizes held-to-maturity securities that had unrealized losses at December 31, 2014.

          
  Less than 12 Months  12 Months or Longer  Total
(in thousands)  Fair Value  Unrealized Losses  Fair Value  Unrealized Losses  Fair Value  Unrealized Losses
Obligations of U.S. Government sponsored entities     $15,095   $37   $0   $0   $15,095   $37 
Total held-to-maturity securities  $15,095   $37   $0   $0   $15,095   $37 

 

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

 

The Company does not intend to sell other-than-temporarily impaired investment securities that are in an unrealized loss position until recovery of unrealized losses (which may be until maturity), and it is not more-likely-than not that the Company will be required to sell the investment securities, before recovery of their amortized cost basis, which may be at maturity. Accordingly, as of June 30, 2015, and December 31, 2014, management has determined that the unrealized losses detailed in the tables above are not other-than-temporary.

 

Ongoing Assessment of Other-Than-Temporary Impairment

 

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

 

13
 

 

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

 

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

 

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

 

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

 

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

 

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

 

As a result of the other-than-temporarily impairment review process, the Company does not consider any investment security held at June 30, 2015 to be other-than-temporarily impaired.

 

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

 

June 30, 2015      
(in thousands)  Amortized Cost   Fair Value
Available-for-sale securities:      
Due in one year or less  $64,183   $65,131 
Due after one year through five years   373,581    379,080 
Due after five years through ten years   161,270    160,341 
Due after ten years   14,750    14,193 
Total   613,784    618,745 
Mortgage-backed securities   766,656    762,796 
Total available-for-sale debt securities  $1,380,440   $1,381,541 

 

December 31, 2014      
(in thousands)  Amortized Cost   Fair Value
Available-for-sale securities:      
Due in one year or less  $67,281   $68,350 
Due after one year through five years   342,548    347,230 
Due after five years through ten years   199,724    199,276 
Due after ten years   17,037    16,636 
Total   626,590    631,492 
Mortgage-backed securities   769,393    769,317 
Total available-for-sale debt securities  $1,395,983   $1,400,809 

 

14
 

 

June 30, 2015      
(in thousands)  Amortized Cost  Fair Value
Held-to-maturity securities:      
Due in one year or less  $8,111   $8,157 
Due after one year through five years   9,065    9,388 
Due after five years through ten years   128,383    128,324 
Due after ten years   178    207 
Total held-to-maturity debt securities  $145,737   $146,076 

 

December 31, 2014      
(in thousands)  Amortized Cost  Fair Value
Held-to-maturity securities:      
Due in one year or less  $11,400   $11,471 
Due after one year through five years   3,440    3,694 
Due after five years through ten years   73,020    73,518 
Due after ten years   308    353 
Total held-to-maturity debt securities  $88,168   $89,036 

  

The Company also holds non-marketable Federal Home Loan Bank New York (“FHLBNY”) stock, non-marketable Federal Home Loan Bank Pittsburgh (“FHLBPITT”) stock and non-marketable Atlantic Community Bankers Bank stock, all of which are required to be held for regulatory purposes and for borrowing availability. The required investment in FHLB stock is tied to the Company’s borrowing levels with the FHLB. Holdings of FHLBNY stock, FHLBPITT stock, and ACBB stock totaled $15.8 million, $11.3 million and $95,000 at June 30, 2015, respectively. These securities are carried at par, which is also cost. The FHLBNY and FHLBPITT continue to pay dividends and repurchase stock. As such, the Company has not recognized any impairment on its holdings of FHLBNY and FHLBPITT stock. Quarterly, we evaluate our investment in the FHLB for impairment. We evaluate recent and long-term operating performance, liquidity, funding and capital positions, stock repurchase history, dividend history and impact of legislative and regulatory changes. Based on our most recent evaluation, as of June 30, 2015, we have determined that no impairment write-downs are currently required.

 

Trading Securities
The following summarizes trading securities, at estimated fair value, as of:
 
(in thousands)  06/30/2015  12/31/2014
Obligations of U.S. Government sponsored entities  $7,009   $7,404 
Mortgage-backed securities – residential, issued by          
U.S. Government sponsored entities   1,144    1,588 
Total  $8,153   $8,992 

  

The decrease in the trading portfolio reflects maturities or payments during the three and six months ended June 30, 2015. For the three and six months ended June 30, 2015, net mark-to-market losses related to the securities trading portfolio were $74,000 and $137,000, respectively, compared to net mark-to-market losses for the three and six months ended June 30, 2014 of $34,000 and $93,000, respectively.

 

The Company pledges securities as collateral for public deposits and other borrowings, and sells securities under agreements to repurchase. Securities carried of $1.2 billion and $1.1 billion at June 30, 2015, and December 31, 2014, respectively, were either pledged or sold under agreements to repurchase.

 

15
 

 

5. Loans and Leases
Loans and Leases at June 30, 2015 and December 31, 2014 were as follows:

 

    06/30/2015    12 /31/2014
(in thousands)   Originated    Acquired    Total Loans and Leases    Originated    Acquired    Total Loans and Leases 
Commercial and industrial                              
Agriculture  $61,744   $0   $61,744   $78,507   $0   $78,507 
Commercial and industrial other   724,196    92,875    817,071    688,529    97,034    785,563 
Subtotal commercial and industrial   785,940    92,875    878,815    767,036    97,034    864,070 
Commercial real estate                              
Construction   74,795    37,981    112,776    72,427    35,906    108,333 
Agriculture   74,586    2,214    76,800    58,994    3,182    62,176 
Commercial real estate other   1,055,007    278,825    1,333,832    979,621    308,488    1,288,109 
Subtotal commercial real estate   1,204,388    319,020    1,523,408    1,111,042    347,576    1,458,618 
Residential real estate                              
Home equity   193,332    48,717    242,049    186,957    56,008    242,965 
Mortgages   760,858    30,607    791,465    710,904    32,282    743,186 
Subtotal residential real estate   954,190    79,324    1,033,514    897,861    88,290    986,151 
Consumer and other                              
Indirect   17,866    0    17,866    18,298    0    18,298 
Consumer and other   39,842    973    40,815    35,874    1,095    36,969 
Subtotal consumer and other   57,708    973    58,681    54,172    1,095    55,267 
Leases   14,190    0    14,190    12,251    0    12,251 
Covered loans   0    15,771    15,771    0    19,319    19,319 
Total loans and leases   3,016,416    507,963    3,524,379    2,842,362    553,314    3,395,676 
Less: unearned income and deferred costs and fees   (2,448)   0    (2,448)   (2,388)   0    (2,388)
Total loans and leases, net of unearned income and deferred costs and fees  $3,013,968   $507,963   $3,521,931   $2,839,974   $553,314   $3,393,288 

   

The outstanding principal balance and the related carrying amount of the Company’s loans acquired in the VIST Bank acquisition are as follows at June 30, 2015 and December 31, 2014:
 
(in thousands)  06/30/2015  12/31/2014
Acquired Credit Impaired Loans      
 Outstanding principal balance  $38,570   $44,273 
 Carrying amount   30,463    34,410 
           
Acquired Non-Credit Impaired Loans          
 Outstanding principal balance   483,114    525,182 
 Carrying amount   477,500    518,904 
           
Total Acquired Loans          
 Outstanding principal balance   521,684    569,455 
 Carrying amount   507,963    553,314 

 

16
 

 

The following tables present changes in accretable yield on loans acquired from VIST Bank that were considered credit impaired.
 
(in thousands)    
Balance at January 1, 2014  $10,954 
Accretion   (4,598)
Disposals (loans paid in full)   (250)
Reclassifications to/from nonaccretable difference1   2,498 
Balance at December 31, 2014   $8,604 
      
(in thousands)      
Balance at January 1, 2015  $8,604 
Accretion   (1,644)
Disposals (loans paid in full)   (53)
Reclassifications to/from nonaccretable difference1   1,314 
Balance at June 30, 2015   $8,221 

 

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

 

At June 30, 2015, acquired loans included $15.8 million of covered loans. VIST Bank had previously acquired these loans in an FDIC assisted transaction in the fourth quarter of 2010. In accordance with a loss sharing agreement with the FDIC, certain losses and expenses relating to covered loans may be reimbursed by the FDIC at 70% or, if net losses exceed certain levels specified in the loss sharing agreements, 80%. See Note 7 – “FDIC Indemnification Asset Related to Covered Loans” for further discussion of the loss sharing agreements and related FDIC indemnification assets.

 

The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. Management reviews these policies and procedures on a regular basis. The Company discussed its lending policies and underwriting guidelines for its various lending portfolios in Note 3 – “Loans and Leases” in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. There have been no significant changes in these policies and guidelines. As such, these policies are reflective of new originations as well as those balances held at June 30, 2015. The Company’s Board of Directors approves the lending policies at least annually. The Company recognizes that exceptions to policy guidelines may occasionally occur and has established procedures for approving exceptions to these policy guidelines. Management has also implemented reporting systems to monitor loan origination, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans.

 

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

 

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

 

17
 

 

The below table is an age analysis of past due loans, segregated by originated and acquired loan and lease portfolios, and by class of loans, as of June 30, 2015 and December 31, 2014.

 

June 30, 2015                  
(in thousands)  30-89 days  90 days or more  Current Loans  Total Loans  90 days and accruing  Nonaccrual
Originated Loans and Leases                  
Commercial and industrial                  
Agriculture  $0   $0   $61,744   $61,744   $0   $0 
Commercial and industrial other   707    1,117    722,372    724,196    0    1,351 
Subtotal commercial and industrial   707    1,117    784,116    785,940    0    1,351 
Commercial real estate                              
Construction   0    0    74,795    74,795    0    0 
Agriculture   0    0    74,586    74,586    0    112 
Commercial real estate other   302    3,510    1,051,195    1,055,007    0    4,443 
Subtotal commercial real estate   302    3,510    1,200,576    1,204,388    0    4,555 
Residential real estate                              
Home equity   812    1,497    191,023    193,332    58    1,522 
Mortgages   1,069    6,717    753,072    760,858    0    6,895 
Subtotal residential real estate   1,881    8,214    944,095    954,190    58    8,417 
Consumer and other                              
Indirect   349    75    17,442    17,866    0    83 
Consumer and other   76    135    39,631    39,842    0    160 
Subtotal consumer and other   425    210    57,073    57,708    0    243 
Leases   0    0    14,190    14,190    0    0 
Total loans and leases   3,315    13,051    3,000,050    3,016,416    58    14,566 
Less: unearned income and deferred costs and fees   0    0    (2,448)   (2,448)   0    0 
Total originated loans and leases, net of unearned income and deferred costs and fees  $3,315   $13,051   $2,997,602   $3,013,968   $58   $14,566 
Acquired Loans and Leases                              
Commercial and industrial                              
Commercial and industrial other   3    562    92,310    92,875    353    661 
Subtotal commercial and industrial   3    562    92,310    92,875    353    661 
Commercial real estate                              
Construction   0    1,695    36,286    37,981    1,326    369 
Agriculture   0    0    2,214    2,214    0    0 
Commercial real estate other   163    2,023    276,639    278,825    473    1,948 
Subtotal commercial real estate   163    3,718    315,139    319,020    1,799    2,317 
Residential real estate                              
Home equity   596    594    47,527    48,717    202    593 
Mortgages   155    1,153    29,299    30,607    677    1,459 
Subtotal residential real estate   751    1,747    76,826    79,324    879    2,052 
Consumer and other                              
Consumer and other   0    0    973    973    0    0 
Subtotal consumer and other   0    0    973    973    0    0 
Covered loans   455    674    14,642    15,771    674    0 
Total acquired loans and leases, net of unearned income and deferred costs and fees  $1,372   $6,701   $499,890   $507,963   $3,705   $5,030 

 

18
 

 

December 31, 2014                  
(in thousands)  30-89 days  90 days or more  Current Loans  Total Loans  90 days and accruing  Nonaccrual
Originated loans and leases                  
Commercial and industrial                  
Agriculture  $0   $0   $78,507   $78,507   $0   $0 
Commercial and industrial other   889    1,329    686,311    688,529    0    1,435 
Subtotal commercial and industrial   889    1,329    764,818    767,036    0    1,435 
Commercial real estate                              
Construction   206    0    72,221    72,427    0    0 
Agriculture   0    105    58,889    58,994    0    131 
Commercial real estate other   760    3,247    975,614    979,621    0    4,911 
Subtotal commercial real estate   966    3,352    1,106,724    1,111,042    0    5,042 
Residential real estate                              
Home equity   1,414    1,061    184,482    186,957    59    1,279 
Mortgages   2,963    5,308    702,633    710,904    47    6,194 
Subtotal residential real estate   4,377    6,369    887,115    897,861    106    7,473 
Consumer and other                              
Indirect   542    75    17,681    18,298    0    101 
Consumer and other   75    4    35,795    35,874    0    248 
Subtotal consumer and other   617    79    53,476    54,172    0    349 
Leases   0    0    12,251    12,251    0    0 
Total loans and leases   6,849    11,129    2,824,384    2,842,362    106    14,299 
Less: unearned income and deferred costs and fees   0    0    (2,388)   (2,388)   0    0 
Total originated loans and leases, net of unearned income and deferred costs and fees  $6,849   $11,129   $2,821,996   $2,839,974   $106   $14,299 
Acquired loans and leases                              
Commercial and industrial                              
Commercial and industrial other   5    1,156    95,873    97,034    475    681 
Subtotal commercial and industrial   5    1,156    95,873    97,034    475    681 
Commercial real estate                              
Construction   0    1,759    34,147    35,906    1,385    436 
Agriculture   0    0    3,182    3,182    0    0 
Commercial real estate other   0    1,918    306,570    308,488    77    2,042 
Subtotal commercial real estate   0    3,677    343,899    347,576    1,462    2,478 
Residential real estate                              
Home equity   135    704    55,169    56,008    177    592 
Mortgages   1,041    907    30,334    32,282    500    978 
Subtotal residential real estate   1,176    1,611    85,503    88,290    677    1,570 
Consumer and other                              
Consumer and other   5    0    1,090    1,095    0    0 
Subtotal consumer and other   5    0    1,090    1,095    0    0 
Covered loans   533    914    17,872    19,319    914    0 
Total acquired loans and leases, net of unearned income and deferred costs and fees  $1,719   $7,358   $544,237   $553,314   $3,528   $4,729 

 

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

 

19
 

 

6. Allowance for Loan and Lease Losses

 

Originated Loans and Leases

 

Management reviews the appropriateness of the allowance for loan and lease losses (“allowance”) on a regular basis. Management considers the accounting policy relating to the allowance to be a critical accounting policy, given the inherent uncertainty in evaluating the levels of the allowance required to cover credit losses in the portfolio and the material effect that assumptions could have on the Company’s results of operations. The Company has developed a methodology to measure the amount of estimated loan loss exposure inherent in the loan portfolio to assure that an appropriate allowance is maintained. The Company’s methodology is based upon guidance provided in SEC Staff Accounting Bulletin No. 102, Selected Loan Loss Allowance Methodology and Documentation Issues and ASC Topic 310, Receivables and ASC Topic 450, Contingencies.

 

The model is comprised of five major components that management has deemed appropriate in evaluating the appropriateness of the allowance for loan and lease losses. While none of these components, when used independently, is effective in arriving at a reserve level that appropriately measures the risk inherent in the portfolio, management believes that using them collectively, provides reasonable measurement of the loss exposure in the portfolio. The five components include: impaired loans; individually reviewed and graded loans; past due and nonaccrual loans; historical loss experience; and qualitative or subjective analysis.

 

Since the methodology is based upon historical experience and trends as well as management’s judgment, factors may arise that result in different estimates. Significant factors that could give rise to changes in these estimates may include, but are not limited to, changes in economic conditions in the local area, concentration of risk, changes in interest rates, and declines in local property values. While management’s evaluation of the allowance as of June 30, 2015, considers the allowance to be appropriate, under adversely different conditions or assumptions, the Company would need to increase or decrease the allowance.

 

Acquired Loans and Leases

 

Acquired loans accounted for under ASC 310-30

 

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

 

Acquired loans accounted for under ASC 310-20

 

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

 

The following tables detail activity in the allowance for loan and lease losses segregated by originated and acquired loan and lease portfolios and by portfolio segment for the three and six months ended June 30, 2015 and 2014. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

 

Three months ended June 30, 2015
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Finance Leases  Total
                
Allowance for originated loans and leases               
                
Beginning balance  $9,830   $12,338   $4,665   $1,857   $0   $28,690 
                               
Charge-offs   (42)   0    (219)   (243)   0    (504)
Recoveries   88    269    2    114    0    473 
Provision (credit)   (1,652)   880    1,135    406        769 
Ending Balance  $8,224   $13,487   $5,583   $2,134   $0   $29,428 

 

20
 

 

Three months ended June 30, 2015  
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Finance Leases  Total
                
Allowance for acquired loans               
                
Beginning balance  $563   $166   $43   $23   $0   $795 
                               
Charge-offs   (52)   (156)   (82)   0    0    (290)
Recoveries   0    5    0    0    0    5 
Provision (credit)   (127)   152    139    (11)   0    153 
Ending Balance  $384   $167   $100   $12   $0   $663 

 

Three months ended June 30, 2014      
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Finance Leases  Total
                
Allowance for originated loans and leases               
                
Beginning balance  $8,769   $10,415   $5,368   $2,109   $0   $26,661 
                               
Charge-offs   (133)   (433)   (74)   (414)   0    (1,054)
Recoveries   424    560    74    143    0    1,201 
Provision (credit)   (498)   (153)   77    518    0    (56)
Ending Balance  $8,562   $10,389   $5,445   $2,356   $0   $26,752 

 

Three months ended June 30, 2014     
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Covered Loans  Total
                
Allowance for acquired loans               
                
Beginning balance  $298   $819   $70   $166   $0   $1,353 
                               
Charge-offs   (6)   (526)   (178)   (1)   0    (711)
Recoveries   0    0    0    0    0    0 
Provision (credit)   (133)   167    157    (68)   0    123 
Ending Balance  $159   $460   $49   $97   $0   $765 

 

Six months ended June 30, 2015        
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Finance Leases  Total
                
Allowance for originated loans and leases               
                
Beginning balance  $9,157   $12,069   $5,030   $1,900   $0   $28,156 
                               
Charge-offs   (44)   (14)   (312)   (510)   0    (880)
Recoveries   235    477    49    282    0    1,043 
Provision (credit)   (1,124)   955    816    462    0    1,109 
Ending Balance  $8,224   $13,487   $5,583   $2,134   $0   $29,428 

 

21
 

 

Six months ended June 30, 2015         
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Covered Loans  Total
                
Allowance for acquired loans               
                
Beginning balance  $431   $337   $51   $22   $0   $841 
Charge-offs   (53)   (156)   (112)   0    0    (321)
Recoveries   7    112    2    0    0    121 
Provision (credit)   (1)   (126)   159    (10)   0    22 
Ending Balance  $384   $167   $100   $12   $0   $663 

 

Six months ended June 30, 2014        
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Finance Leases  Total
               
Allowance for originated loans and leases              
               
Beginning balance  $8,406   $10,459   $5,771   $2,059   $5   $26,700 
Charge-offs   (254)   (613)   (267)   (666)   0    (1,800)
Recoveries   489    562    86    260    0    1,397 
Provision (credit)   (79)   (19)   (145)   703    (5)   455 
Ending Balance  $8,562   $10,389   $5,445   $2,356   $0   $26,752 

 

Six months ended June 30, 2014        
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Covered Loans  Total
                
Allowance for acquired loans               
                
Beginning balance  $168   $770   $274   $58   $0   $1,270 
Charge-offs   (25)   (551)   (277)   (7)   0    (860)
Recoveries   0    0    0    0    0    0 
Provision (credit)   16    241    52    46    0    355 
Ending Balance  $159   $460   $49   $97   $0   $765 

 

At June 30, 2015 and December 31, 2014, the allocation of the allowance for loan and lease losses summarized on the basis of the Company’s impairment methodology was as follows:

                   
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Finance Leases  Total
             
Allowance for originated loans and leases            
June 30, 2015                  
Individually evaluated for impairment  $0   $735   $0   $0   $0   $735 
Collectively evaluated for impairment   8,224    12,752    5,583    2,134    0    28,693 
Ending balance  $8,224   $13,487   $5,583   $2,134   $0   $29,428 

 

22
 

                   
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Covered Loans  Total
                
Allowance for acquired loans               
June 30, 2015                  
Individually evaluated for impairment  $364   $23   $0   $0   $0   $387 
Collectively evaluated for impairment   20    144    100    12    0    276 
Ending balance  $384   $167   $100   $12   $0   $663 

                   
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Finance Leases  Total
                
Allowance for originated loans and leases               
December 31, 2014                  
Individually evaluated for impairment  $0   $652   $0   $0   $0   $652 
Collectively evaluated for impairment   9,157    11,417    5,030    1,900    0    27,504 
Ending balance  $9,157   $12,069   $5,030   $1,900   $0   $28,156 

                   
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Covered Loans  Total
                
Allowance for acquired loans               
December 31, 2014                  
 Individually evaluated for impairment  $414   $100   $0   $0   $0   $514 
 Collectively evaluated for impairment   17    237    51    22    0    327 
Ending balance  $431   $337   $51   $22   $0   $841 

 

The recorded investment in loans and leases summarized on the basis of the Company’s impairment methodology as of June 30, 2015 and December 31, 2014 was as follows:

                   
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Finance Leases  Total
                   
Originated loans and leases                  
June 30, 2015                  
Individually evaluated for impairment  $555   $9,027   $944   $0   $0   $10,526 
Collectively evaluated for impairment   785,385    1,195,361    953,246    57,708    14,190    3,005,890 
Total  $785,940   $1,204,388   $954,190   $57,708   $14,190   $3,016,416 

 

23
 

                   
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Covered Loans  Total
                   
Acquired loans                  
June 30, 2015                  
Individually evaluated for impairment  $1,184   $3,757   $1,241   $0   $0   $6,182 
Loans acquired with deteriorated credit quality  $689   $11,613   $3,616   $0   $14,545   $30,463 
Collectively evaluated for impairment   91,002    303,650    74,467    973    1,226    471,318 
Total  $92,875   $319,020   $79,324   $973   $15,771   $507,963 

                   
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Finance Leases  Total
                   
Originated loans and leases                  
December 31, 2014                  
Individually evaluated for impairment  $1,283    7,675   $1,408   $0   $0   $10,366 
Collectively evaluated for impairment   765,753    1,103,367    896,453    54,172    12,251    2,831,996 
Total  $767,036   $1,111,042   $897,861   $54,172   $12,251   $2,842,362 

                   
(in thousands)  Commercial and Industrial  Commercial Real Estate  Residential Real Estate  Consumer and Other  Covered Loans  Total
                   
Acquired loans                  
December 31, 2014                  
Individually evaluated for impairment  $628   $1,195   $440   $0   $0   $2,263 
Loans acquired with deteriorated credit quality   995    11,640    3,669    0    18,106    34,410 
Collectively evaluated for impairment   95,411    334,741    84,181    1,095    1,213    516,641 
Total  $97,034   $347,576   $88,290   $1,095   $19,319   $553,314 

 

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

 

24
 

 

   06/30/2015 12/31/2014
(in thousands)  Recorded Investment  Unpaid Principal Balance  Related Allowance  Recorded Investment  Unpaid Principal Balance  Related Allowance
Originated loans and leases with no related allowance            
             
Commercial and industrial                  
Commercial and industrial other  $555   $560   $0   $1,283   $1,307   $0 
Commercial real estate                              
Commercial real estate other   7,349    7,948    0    6,021    6,628    0 
Residential real estate                              
Home equity   944    944    0    1,408    1,499    0 
Subtotal  $8,848   $9,452   $0   $8,712   $9,434   $0 
                      
Originated loans and leases with related allowance                     
                      
Commercial real estate                              
Commercial real estate other   1,678    1,702    735    1,654    1,654    652 
Subtotal  $1,678   $1,702   $735   $1,654   $1,654   $652 
Total  $10,526   $11,154   $735   $10,366   $11,088   $652 

 

    06/30/2015    12/31/2014
(in thousands)   Recorded Investment    Unpaid Principal Balance    Related Allowance    Recorded Investment    Unpaid Principal Balance    Related Allowance 
                      
Acquired loans and leases with no related allowance                     
                      
Commercial and industrial                              
Commercial and industrial other  $457   $457   $0   $64   $64   $0 
Commercial real estate                              
Construction   369    369    0    0    0    0 
Commercial real estate other   3,244    3,638    0    941    1,204    0 
Residential real estate                              
Home equity   1,241    1,241    0    440    440    0 
Subtotal  $5,311   $5,705   $0   $1,445   $1,708   $0 
                       
Acquired loans and leases with related allowance                      
                       
Commercial and industrial                              
Commercial and industrial other   727    727    364    564    564    414 
Commercial real estate                              
Commercial real estate other   144    144    23    254    254    100 
Subtotal  $871   $871   $387   $818   $818   $514 
Total  $6,182   $6,576   $387   $2,263   $2,526   $514 

 

25
 

 

The average recorded investment and interest income recognized on impaired loans for the three months ended June 30, 2015 and 2014 was as follows:

 

  Three Months Ended  Three Months Ended
   06/30/2015  06/30/2014
(in thousands)  Average Recorded Investment  Interest Income Recognized  Average Recorded Investment  Interest Income Recognized
Originated loans and leases with no related allowance         
             
Commercial and industrial            
Commercial and industrial other   560    0    376    0 
Commercial real estate                    
Commercial real estate other   7,739    0    10,465    0 
Residential real estate                    
Home equity   1,137    0    1,144    0 
Subtotal  $9,436   $0   $11,985   $0 
                     
Originated loans and leases with related allowance               
                     
Commercial real estate                    
Commercial real estate other   1,678    0    0    0 
Subtotal  $1,678   $0   $0   $0 
Total  $11,114   $0   $11,985   $0 

 

  Three Months Ended  Three Months Ended
   06/30/2015  06/30/2014
(in thousands)  Average Recorded Investment  Interest Income Recognized  Average Recorded Investment  Interest Income Recognized
Acquired loans and leases with no related allowance         
             
Commercial and industrial            
Commercial and industrial other   559    0    1,071    0 
Commercial real estate                    
Construction   371    0    2,039    0 
Commercial real estate other   3,074    0    3,708    0 
Residential real estate                    
Home equity   1,109    0    0    0 
Subtotal  $5,113   $0   $6,818   $0 
                     
Acquired loans and leases with related allowance                
                     
Commercial and industrial                    
Commercial and industrial other   778    0    0    0 
Commercial real estate                    
Commercial real estate other   143    0    251    0 
Subtotal  $921   $0   $251   $0 
Total  $6,034   $0   $7,069   $0 

 

26
 

 

  Six Months Ended  Six Months Ended
   06/30/2015  06/30/2014
(in thousands)  Average Recorded Investment  Interest Income Recognized  Average Recorded Investment  Interest Income Recognized
Originated loans and leases with no related allowance        
             
Commercial and industrial            
Commercial and industrial other   1,688    0    386    0 
Commercial real estate                    
Commercial real estate other   9,045    0    10,618    0 
Residential real estate                    
Home equity   2,169    0    1,132    0 
Subtotal  $12,902   $0   $12,136   $0 
                     
Originated loans and leases with related allowance                
                     
Commercial real estate                    
Commercial real estate other   1,669    0    0    0 
Subtotal  $1,669   $0   $0   $0 
Total  $14,571   $0   $12,136   $0 

 

  Six Months Ended  Six Months Ended
   06/30/2015  06/30/2014
(in thousands)  Average Recorded Investment  Interest Income Recognized  Average Recorded Investment  Interest Income Recognized
Acquired loans and leases with no related allowance        
             
Commercial and industrial            
Commercial and industrial other   600    0    1,093    0 
Commercial real estate                    
Construction   375    0    2,298    0 
Commercial real estate other   3,176    0    3,460    0 
Residential real estate                    
Home equity   1,060    0    0    0 
Subtotal  $5,211   $0   $6,851   $0 
                     
Acquired loans and leases with related allowance                
                     
Commercial and industrial                    
Commercial and industrial other   787    0    0    0 
Commercial real estate                    
Commercial real estate other   144    0    248    0 
Subtotal  $931   $0   $248   $0 
Total  $6,142   $0   $7,099   $0 

 

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

 

27
 

 

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

 

 June 30, 2015   Three months ended
           Defaulted TDRs
(in thousands)   Number of Loans  Pre-Modification Outstanding Recorded Investment  Post-Modification Outstanding Recorded Investment  Number of Loans  Post-Modification Outstanding Recorded Investment
Commercial and industrial                
Commercial and industrial other   2   $62   $62    0   $0 
Residential real estate                          
Home equity   3    450    450    2    143 
Total    5   $512   $512    2   $143 

 

1 Represents the following concessions: reduction of rate
2 Represents the following concessions: extension of term and reduction of rate
TDRs that defaulted during the three months ended June 30, 2015 that were restructured in the prior twelve months.

 

June 30, 2014   Three months ended
           Defaulted TDRs
(in thousands)   Number of Loans  Pre-Modification Outstanding Recorded Investment  Post-Modification Outstanding Recorded Investment  Number of Loans  Post-Modification Outstanding Recorded Investment
Commercial and industrial                
Commercial and industrial other   1   $88   $88    0   $0 
Commercial real estate                          
Commercial real estate other   1    480    480    0    0 
Total    2   $568   $568    0   $0 

 

1 Represents the following concessions: extension of term and reduction of rate
2 Represents the following concessions: extension of term and reduction of rate
TDRs that defaulted in the quarter ended June 30, 2014 that had been restructured in the prior twelve months.

 

June 30, 2015   Six months ended
           Defaulted TDRs4
(in thousands) Number of Loans  Pre-Modification Outstanding Recorded Investment  Post-Modification Outstanding Recorded Investment  Number of Loans  Post-Modification Outstanding Recorded Investment
Commercial and industrial                
Commercial and industrial other   4   $381   $381    0   $0 
Commercial real estate                         
Commercial real estate other   2   $614    614    0   $0 
Residential real estate                          
Home equity   12    1,558    1,558    2    143 
Total    18   $2,553   $2,553    2   $143 

 

Represents the following concessions: extension of term (2 loans $319,000) and reduction of rate (2 loans $62,000)
Represents the following concessions: extension of term (1 loan $28,000) and extension of term (1 loan $585,000)
Represents the following concessions: extension of term (9 loans $1.2 million) and reduction of rate (3 loans $376,000)
TDRs that defaulted during the six months ended June 30, 2015 that had been restructured in the prior twelve months.

 

28
 

  

June 30, 2014   Six months ended
            Defaulted TDRs
(in thousands)   Number of Loans  Pre-Modification Outstanding Recorded Investment  Post-Modification Outstanding Recorded Investment  Number of Loans   Post-Modification Outstanding Recorded Investment
Commercial and industrial               
Commercial and industrial other   1   $88    88    0   $0 
Commercial real estate                          
Commercial real estate other   1    480    480    1    63 
Residential real estate                          
Home equity   0    0    0    1    195 
Total    2   $568    568    2   $258 

 

Represents the following concessions: extension of term and reduction in rate
Represents the following concessions: extension of term and reduction of rate
TDRs that defaulted during the six months ended June 30, 2014 that were restructured in the prior twelve months.

 

The following tables present credit quality indicators (internal risk grade) by class of commercial and industrial loans and commercial real estate loans as of June 30, 2015 and December 31, 2014.

 

June 30, 2015                  
(in thousands)  Commercial and Industrial Other  Commercial and Industrial Agriculture  Commercial Real Estate Other  Commercial Real Estate Agriculture  Commercial Real Estate Construction  Total
Originated Loans and Leases                  
Internal risk grade:                  
Pass  $716,926   $60,775   $1,020,443   $73,714   $71,164   $1,943,022 
Special Mention   1,666    164    20,097    148    3,631    25,706 
Substandard   5,604    805    14,467    724    0    21,600 
Total  $724,196   $61,744   $1,055,007   $74,586   $74,795   $1,990,328 

 

June 30, 2015                  
(in thousands)  Commercial and Industrial Other  Commercial and Industrial Agriculture  Commercial Real Estate Other  Commercial Real Estate Agriculture  Commercial Real Estate Construction  Total
Acquired Loans and Leases                  
Internal risk grade:                  
Pass  $90,053   $0   $260,047   $2,214   $36,060   $388,374 
Special Mention   83    0    1,506    0    0    1,589 
Substandard   2,739    0    17,272    0    1,921    21,932 
Total  $92,875   $0   $278,825   $2,214   $37,981   $411,895 

 

29
 

 

December 31, 2014                  
(in thousands)  Commercial and Industrial Other  Commercial and Industrial Agriculture  Commercial Real Estate Other  Commercial Real Estate Agriculture  Commercial Real Estate Construction  Total
Originated Loans and Leases                                              
Internal risk grade:                                              
Pass  $670,478   $78,250   $945,898   $58,455   $68,696   $1,821,777 
Special Mention   12,602    151    19,692    155    3,731    36,331 
Substandard   5,449    106    14,031    384    0    19,970 
Total  $688,529   $78,507   $979,621   $58,994   $72,427   $1,878,078 

 

December 31, 2014                  
(in thousands)  Commercial and Industrial Other  Commercial and Industrial Agriculture  Commercial Real Estate Other  Commercial Real Estate Agriculture  Commercial Real Estate Construction  Total
Acquired Loans and Leases  
Internal risk grade:  
Pass  $94,054   $0   $288,193   $1,352   $33,686   $417,285 
Special Mention   83    0    5,675    0    0    5,758 
Substandard   2,897    0    14,620    1,830    2,220    21,567 
Total  $97,034   $0   $308,488   $3,182   $35,906   $444,610 

 

The following tables present credit quality indicators by class of residential real estate loans and by class of consumer loans. Nonperforming loans include nonaccrual, impaired, and loans 90 days past due and accruing interest. All other loans are considered performing as of June 30, 2015 and December 31, 2014. For purposes of this footnote, acquired loans that were recorded at fair value at the acquisition date and are 90 days or greater past due are considered performing.

 

June 30, 2015               
(in thousands)  Residential Home Equity  Residential Mortgages  Consumer Indirect  Consumer Other  Total
Originated Loans and Leases               
Performing  $191,752   $753,963   $17,783   $39,682   $1,003,180 
Nonperforming   1,580    6,895    83    160    8,718 
Total  $193,332   $760,858   $17,866   $39,842   $1,011,898 

 

June 30, 2015               
(in thousands)  Residential Home Equity  Residential Mortgages  Consumer Indirect  Consumer Other  Total
Acquired Loans and Leases               
Performing  $48,124   $29,148   $0   $973   $78,245 
Nonperforming   593    1,459    0    0    2,052 
Total  $48,717   $30,607   $0   $973   $80,297 

 

December 31, 2014    
(in thousands)  Residential Home Equity  Residential Mortgages  Consumer Indirect  Consumer Other  Total
Originated Loans and Leases    
Performing  $185,619   $704,663   $18,197   $35,626   $944,105 
Nonperforming   1,338    6,241    101    248    7,928 
Total  $186,957   $710,904   $18,298   $35,874   $952,033 

  

30
 

  

December 31, 2014  
(in thousands)  Residential Home Equity  Residential Mortgages  Consumer Indirect  Consumer Other  Total
Acquired Loans and Leases  
Performing  $55,416   $31,304   $0   $1,095   $87,815 
Nonperforming   592    978    0    0    1,570 
Total  $56,008   $32,282   $0   $1,095   $89,385 

 

7. FDIC Indemnification Asset Related to Covered Loans

 

Certain loans acquired in the VIST Financial acquisition were covered loans with loss share agreements with the FDIC. Under the terms of loss sharing agreements, the FDIC will reimburse the Company for 70 percent of net losses on covered single family assets up to $4.0 million, and 70 percent of net losses incurred on covered commercial assets up to $12.0 million. The FDIC will increase its reimbursement of net losses to 80 percent if net losses exceed the $4.0 million and $12 million thresholds, respectively. The term for loss sharing on residential real estate loans is ten years, while the term for loss sharing on non-residential real estate loans is five years in respect to losses and eight years in respect to loss recoveries. The loss share period for the residential real estate loans expires on December 31, 2020, while the loss share period for the nonresidential real estate loans expires December 31, 2015.

 

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

 

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

 

Changes in the FDIC indemnification asset during the six months ended June 30, 2015 are shown below.

 

Six months ended June 30, 2015   
(in thousands)  Six Months Ended
Balance, beginning of the period  $1,903 
Prospective adjustment for additional cash flows   (619)
Increase due to impairment on covered loans   0 
Reimbursements from the FDIC   (650)
Balance, end of period  $634 

 

8. Earnings Per Share

 

Earnings per share in the table below, for the three and six month periods ending June 30, 2015 and 2014 are calculated under the two-class method as required by ASC Topic 260, Earnings Per Share. ASC 260 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The Company has issued restricted stock awards that contain such rights and are therefore considered participating securities. Basic earnings per common share are calculated by dividing net income allocable to common stock by the weighted average number of common shares, excluding participating securities, during the period. Diluted earnings per common share include the dilutive effect of additional potential shares from stock compensations awards.

 

31
 

 

   Three Months Ended
(in thousands, except share and per share data)  06/30/2015  06/30/2014
Basic      
Net income available to common shareholders  $17,390   $13,061 
Less: dividends and undistributed earnings allocated to unvested  restricted stock awards   (234)   (118)
Net earnings allocated to common shareholders   17,156    12,943 
           
Weighted average shares outstanding, including participating securities   14,958,878    14,844,279 
           
Less: average participating securities   (207,034)   (134,398)
Weighted average shares outstanding - Basic   14,751,844    14,709,881 
           
Diluted          
Net earnings allocated to common shareholders   17,156    12,943 
           
Weighted average shares outstanding - Basic   14,751,844    14,709,881 
           
Dilutive effect of common stock options or restricted stock awards   126,263    111,310 
Weighted average shares outstanding - Diluted   14,878,107    14,821,191 
           
Basic EPS   1.16    0.88 
Diluted EPS   1.15    0.87 

 

The dilutive effect of common stock options or restricted awards calculation for the three months ended June 30, 2015 and 2014 excludes stock options, stock appreciation rights and restricted stock awards covering an aggregate of 81,316 and 68,404 shares, respectively, because the exercise prices were greater than the average market price during these periods.

 

   Six Months Ended
(in thousands, except share and per share data)  06/30/2015  06/30/2014
Basic      
Net income available to common shareholders  $30,070   $25,630 
Less: dividends and undistributed earnings allocated to unvested  restricted stock awards   (420)   (234)
Net earnings allocated to common shareholders   29,650    25,396 
           
Weighted average shares outstanding, including participating securities   14,939,869    14,813,010 
           
Less: average participating securities   (213,143)   (135,622)
Weighted average shares outstanding - Basic   14,726,726    14,677,388 
           
Diluted          
Net earnings allocated to common shareholders   29,650    25,396 
           
Weighted average shares outstanding - Basic   14,726,726    14,677,388 
           
Dilutive effect of common stock options or restricted stock awards   131,401    121,074 
Weighted average shares outstanding - Diluted   14,858,127    14,798,462 
           
Basic EPS   2.01    1.73 
Diluted EPS   2.00    1.72 

 

The dilutive effect of common stock options or restricted awards calculation for the six months ended June 30, 2015 and 2014 excludes stock options, stock appreciation rights and restricted stock awards covering an aggregate of 162,811 and 69,868 shares, respectively, because the exercise prices were greater than the average market price during these periods.

 

32
 

 

9. Other Comprehensive Income (Loss)

 

The following table presents reclassifications out of the accumulated other comprehensive income for the three month periods ended June 30, 2015 and 2014.

 

   Three months ended June 30, 2015
(in thousands)  Before-Tax Amount  Tax (Expense) Benefit  Net of Tax
Available-for-sale securities:               
Change in net unrealized gain/loss during the period  $(12,041)  $4,817   $(7,224)
Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income   (723)   289    (434)
Net unrealized gains   (12,764)   5,106    (7,658)
                
Employee benefit plans:               
Recognized actuarial gain due to curtailment   (5,326)   2,130    (3,196)
Net retirement plan loss   1,950    (780)   1,170 
Amortization of net retirement plan actuarial loss   729    (290)   439 
Amortization of net retirement plan prior service credit   (190)   76    (114)
Employee benefit plans   (2,837)   1,136    (1,701)
Other comprehensive loss  $(15,601)  $6,242   $(9,359)

 

   Three months ended June 30, 2014
(in thousands)  Before-Tax Amount  Tax (Expense) Benefit  Net of Tax
Available-for-sale securities:         
Change in net unrealized gain/loss during the period  $11,250   $(4,499)  $6,751 
Reclassification adjustment for net realized gain on sale of  available-for-sale securities included in net income   (35)   13    (22)
Net unrealized gains   11,215    (4,486)   6,729 
                
Employee benefit plans:               
Amortization of net retirement plan actuarial gain   213    (85)   128 
Amortization of net retirement plan prior service cost   (12)   5    (7)
Employee benefit plans   201    (80)   121 
Other comprehensive income  $11,416   $(4,566)  $6,850 

 

33
 

 

   Six months ended June 30, 2015
(in thousands)  Before-Tax Amount  Tax (Expense) Benefit  Net of Tax
Available-for-sale securities:         
Change in net unrealized gain/loss during the period  $(2,721)  $1,089   $(1,632)
Reclassification adjustment for net realized gain on sale of  available-for-sale securities included in net income   (1,013)   405    (608)
Net unrealized gains   (3,734)   1,494    (2,240)
                
Employee benefit plans:               
Recognized actuarial gain due to curtailment   (5,326)   2,130    (3,196)
Net retirement plan loss   1,950    (780)   1,170 
Amortization of net retirement plan actuarial gain   1,462    (585)   877 
Amortization of net retirement plan prior service credit   (369)   148    (221)
Employee benefit plans   (2,283)   913    (1,370)
Other comprehensive (loss) income  $(6,017)  $2,407   $(3,610)

 

   Six months ended June 30, 2014
(in thousands)  Before-Tax Amount  Tax (Expense) Benefit  Net of Tax
Available-for-sale securities:         
Change in net unrealized gain/loss during the period  $20,065   $(8,024)  $12,041 
Reclassification adjustment for net realized gain on sale of  available-for-sale securities included in net income   (129)   51    (78)
Net unrealized losses   19,936    (7,973)   11,963 
                
Employee benefit plans:               
Amortization of net retirement plan actuarial gain   532    (212)   320 
Amortization of net retirement plan prior service cost   2    (1)   1 
Employee benefit plans   534    (213)   321 
                
Other comprehensive income (loss)  $20,470   $(8,186)  $12,284 

 

34
 

   

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

 

(in thousands)   Available-for-Sale Securities   Employee Benefit Plans   Accumulated Other Comprehensive Income
Balance at March 31, 2015   $ 8,285     $ (26,547 )   $ (18,262 )
Other comprehensive loss before reclassifications     (7,224 )     0       (7,224 )
Amounts reclassified from accumulated other comprehensive loss     (434 )     (1,701 )     (2,135 )
Net current-period other comprehensive loss     (7,658 )     (1,701 )     (9,359 )
Balance at June 30, 2015   $ 627     $ (28,248 )   $ (27,621 )
                         
Balance at January 1, 2015   $ 2,867     $ (26,878 )   $ (24,011 )
Other comprehensive income before reclassifications     (1,632 )     0       (1,632 )
Amounts reclassified from accumulated other comprehensive loss     (608 )     (1,370 )     (1,978 )
Net current-period other comprehensive loss     (2,240 )     (1,370 )     (3,610 )
Balance at June 30, 2015   $ 627     $ (28,248 )   $ (27,621 )

 

(in thousands)   Available-for-Sale Securities   Employee Benefit Plans   Accumulated Other Comprehensive Income
Balance at March 31, 2014   $ (3,123 )   $ (16,562 )   $ (19,685 )
Other comprehensive income before reclassifications     6,751       0       6,751  
Amounts reclassified from accumulated other comprehensive income     (22 )     121       99  
Net current-period other comprehensive income     6,729       121       6,850  
Balance at June 30, 2014   $ 3,606     $ (16,441 )   $ (12,835 )
                         
Balance at January 1, 2014   $ (8,357 )   $ (16,762 )   $ (25,119 )
Other comprehensive income before reclassifications     12,041       0       12,041  
Amounts reclassified from accumulated other comprehensive loss (income)     (78 )     321       243  
Net current-period other comprehensive income     11,963       321       12,284  
Balance at June 30, 2014   $ 3,606     $ (16,441 )   $ (12,835 )

 

The following tables present the amounts reclassified out of each component of accumulated other comprehensive (loss) income for the three months ended June 30, 2015 and 2014.

 

Three months ended June 30, 2015

 

Details about Accumulated other Comprehensive Income Components (in thousands)   Amount Reclassified from Accumulated Other Comprehensive (Loss) Income   Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale securities:        
Unrealized gains and losses on available-for-sale securities   $ 723     Net gain on securities transactions
      (289 )   Tax expense
      434     Net of tax
Employee benefit plans:            
Amortization of the following            
Net retirement plan actuarial loss     (729 )    
Net retirement plan prior service credit     190      
      (539 )   Total before tax
      214     Tax benefit
      (325 )   Net of tax

 

35
 

 

Six months ended June 30, 2015

 

Details about Accumulated other Comprehensive Income Components (in thousands)   Amount Reclassified from Accumulated Other Comprehensive (Loss) Income  Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale securities:       
Unrealized gains and losses on available-for-sale securities   $1,013   Net gain on securities transactions
    (405)  Tax expense
    608   Net of tax
Employee benefit plans:         
Amortization of the following         
 Net retirement plan actuarial loss    (1,462)   
 Net retirement plan prior service cost    369    
    (1,093)  Total before tax
    436   Tax benefit
    (657)  Net of tax

 

Three months ended June 30, 2014

 

Details about Accumulated other Comprehensive Income Components (in thousands)   Amount Reclassified from Accumulated Other Comprehensive Income  Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale securities:       
Unrealized gains and losses on available-for-sale securities   $35   Net gain on securities transactions
    (13)  Tax expense
    22   Net of tax
Employee benefit plans:         
Amortization of the following         
 Net retirement plan actuarial loss    (213)   
 Net retirement plan prior service cost    12    
    (201)  Total before tax
    80   Tax benefit
    (121)  Net of tax

 

36
 

 

Six months ended June 30, 2014

 

Details about Accumulated other Comprehensive Income Components (in thousands)   Amount Reclassified from Accumulated Other Comprehensive (Loss) Income  Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale securities:       
Unrealized gains and losses on available-for-sale securities   $129   Net gain on securities transactions
    (51)  Tax expense
    78   Net of tax
Employee benefit plans:         
Amortization of the following         
 Net retirement plan actuarial loss    (532)   
 Net retirement plan prior service cost    (2)   
    (534)  Total before tax
    213   Tax benefit
    (321)  Net of tax

 

Amounts in parentheses indicated debits in income statement
The accumulated other comprehensive (loss) income components are included in the computation of net periodic benefit cost (See Note 10 - “Employee Benefit Plan”)

 

10. Employee Benefit Plan

 

The following table sets forth the amount of the net periodic benefit cost recognized by the Company for the Company’s pension plan, post-retirement plan (Life and Health), and supplemental employee retirement plans (“SERP”) including the following components: service cost, interest cost, expected return on plan assets for the period, amortization of the unrecognized transitional obligation or transition asset, and the amounts of recognized gains and losses, prior service cost recognized, and gain or loss recognized due to settlement or curtailment.

 

Components of Net Periodic Benefit Cost

 

   Pension Benefits  Life and Health  SERP Benefits
   Three Months Ended  Three Months Ended  Three Months Ended
(in thousands)  06/30/2015  06/30/2014  06/30/2015  06/30/2014  06/30/2015  06/30/2014
Service cost  $688   $592   $57   $45   $35   $18 
Interest cost   713    766    69    85    224    219 
Expected return on plan assets   (1,267)   (1,254)   0    0    0    0 
Amortization of net retirement plan actuarial loss   553    205    (6)   (11)   182    19 
Amortization of net retirement plan prior service  (credit) cost   (196)   (31)   4    4    2    15 
Recognized actuarial gain due to curtailments   (6,003)   0    0    0    0    0 
Net periodic benefit cost  $(5,512)  $278   $124   $123   $443   $271 

  

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Components of Net Period Benefit Cost

 

   Pension Benefits  Life and Health  SERP Benefits
   Six Months Ended  Six Months Ended  Six Months Ended
(in thousands)  06/30/2015  06/30/2014  06/30/2015  06/30/2014  06/30/2015  06/30/2014
Service cost  $1,372   $1,217   $118   $101   $100   $111 
Interest cost   1,465    1,534    161    183    464    433 
Expected return on plan assets   (2,508)   (2,512)   0    0    0    0 
Amortization of net retirement plan actuarial loss   1,139    429    10    0    313    103 
Amortization of net retirement plan prior service                              
 cost (credit)   (413)   (62)   8    8    36    56 
Recognized actuarial gain due to curtailments   (6,003)   0    0    0    0    0 
Net periodic benefit cost  $(4,948)  $606   $297   $292   $913   $703 

 

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

 

The Company realized approximately $657,000 and $321,000, net of tax, as amortization of amounts previously recognized in accumulated other comprehensive income, for the six months ended June 30, 2015 and 2014, respectively.

 

The Company is not required to contribute to the pension plan in 2015, but it may make voluntary contributions. The Company did not contribute to the pension plan in the six months ended June 30, 2015 or 2014.

 

Effective July 31, 2015, the Retirement Plan (Accruing Pension Plan) was frozen (participants will no longer accrue benefits after July 31, 2015). The Plan freeze was reflected on June 30, 2015, and in accordance with ASC 715 Compensation – Retirement Benefits, a Curtailment is triggered. Under a Curtailment due to a plan freeze, any unrecognized Prior Service Cost bases must be fully recognized in benefit cost at the time of the Curtailment. The sum of unrecognized Prior Service Cost bases as of June 30, 2015 was $6.0 million.

  

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

 

   Three Months Ended  Six Months Ended
(in thousands)  06/30/2015  06/30/2014  06/30/2015  06/30/2014
Noninterest Income            
Other service charges  $678   $1,108   $1,498   $1,803 
Increase in cash surrender value of corporate owned life insurance   555    473    1,169    975 
Net gain on sale of loans   6    171    10    221 
Other income   1,456    648    2,044    1,240 
Total other income  $2,695   $2,400   $4,721   $4,239 
Noninterest Expenses                    
Marketing expense  $1,466   $1,460   $2,454   $2,419 
Professional fees   1,576    1,511    2,914    2,899 
Legal fees   360    529    753    1,061 
Software licensing and maintenance   1,025    1,101    2,221    2,316 
Cardholder expense   641    729    1,267    1,398 
Other expenses   4,171    5,175    9,723    9,996 
Total other operating expense  $9,239   $10,505   $19,332   $20,089 

 

38
 

 

12. Financial Guarantees

 

The Company currently does not issue any guarantees that would require liability recognition or disclosure, other than standby letters of credit. The Company extends standby letters of credit to its customers in the normal course of business. The standby letters of credit are generally short-term. As of June 30, 2015, the Company’s maximum potential obligation under standby letters of credit was $56.7 million compared to $58.2 million at December 31, 2014. Management uses the same credit policies to extend standby letters of credit that it uses for on-balance sheet lending decisions and may require collateral to support standby letters of credit based upon its evaluation of the counterparty. Management does not anticipate any significant losses as a result of these transactions, and has determined that the fair value of standby letters of credit is not significant.

 

13. Segment and Related Information

 

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

 

Banking

 

The Banking segment is primarily comprised of the four banking subsidiaries: Tompkins Trust Company, a commercial bank with thirteen banking offices located in Ithaca, NY and surrounding communities; The Bank of Castile (DBA Tompkins Bank of Castile), a commercial bank with sixteen banking offices located in the Genesee Valley region of New York State as well as Monroe County; Mahopac Bank (DBA Tompkins Mahopac Bank), a commercial bank with fourteen full-service banking offices located in the counties north of New York City; and VIST Bank (DBA Tompkins VIST Bank), a banking organization with nineteen banking offices headquartered and operating in the areas surrounding southeastern Pennsylvania.

 

Insurance

 

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

 

Wealth Management

 

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

 

Summarized financial information concerning the Company’s reportable segments and the reconciliation to the Company’s consolidated results is shown in the following table. Investment in subsidiaries is netted out of the presentations below. The “Intercompany” column identifies the intercompany activities of revenues, expenses and other assets between the banking, insurance and wealth management services segments. The Company accounts for intercompany fees and services at an estimated fair value according to regulatory requirements for the services provided. Intercompany items relate primarily to the use of human resources, information systems, accounting and marketing services provided by any of the banks and the holding company. All other accounting policies are the same as those described in the summary of significant accounting policies in the 2014 Annual Report on Form 10-K.

 

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 As of and for the three months ended June 30, 2015
(in thousands)   Banking  Insurance  Wealth Management  Intercompany  Consolidated
Interest income  $46,383   $0   $40   $0   $46,423 
Interest expense   5,093    0    0    0    5,093 
Net interest income    41,290    0    40    0    41,330 
Provision for loan and lease losses   922    0    0    0    922 
Noninterest income   7,664    7,480    4,004    (186)   18,962 
Noninterest expense   24,895    5,568    2,641    (186)   32,918 
Income before income tax expense    23,137    1,912    1,403    0    26,452 
Income tax expense   7,793    763    474    0    9,030 
Net Income attributable to noncontrolling interests and Tompkins Financial Corporation    15,344    1,149    929    0    17,422 
Less: Net income attributable to noncontrolling interests   32    0    0    0    32 
Net Income attributable to Tompkins Financial Corporation   $15,312   $1,149   $929   $0   $17,390 
                          
Depreciation and amortization  $1,518   $92   $32   $0   $1,642 
Assets   5,391,491    37,214    13,950    (6,519)   5,436,136 
Goodwill   64,500    19,662    8,081    0    92,243 
Other intangibles, net   8,554    4,534    481    0    13,569 
Net loans and leases   3,491,840    0    0    0    3,491,840 
Deposits   4,210,387    0    0    (6,298)   4,204,089 
Total Equity   466,508    27,408    11,478    0    505,394 

 

 As of and for the three months ended June 30, 2014
(in thousands)   Banking  Insurance  Wealth Management  Intercompany  Consolidated
Interest income  $45,786   $2   $33   $(2)  $45,819 
Interest expense   5,303    2    0    (2)   5,303 
Net interest income    40,483    0    33    0    40,516 
Provision for loan and lease losses   67    0    0    0    67 
Noninterest income   6,915    7,116    4,014    (325)   17,720 
Noninterest expense    30,584    5,836    2,833    (325)   38,928 
Income before income tax expense    16,747    1,280    1,214    0    19,241 
Income tax expense   5,229    498    421    0    6,148 
Net Income attributable to noncontrolling interests  and Tompkins Financial Corporation    11,518    782    793    0    13,093 
Less: Net income attributable to noncontrolling interests   32    0    0    0    32 
Net Income attributable to Tompkins Financial Corporation   $11,486   $782   $793   $0   $13,061 
                          
Depreciation and amortization  $1,279   $59   $36   $0   $1,374 
Assets   5,016,712    35,524    14,085    (8,500)   5,057,821 
Goodwill   64,500    19,662    8,081    0    92,243 
Other intangibles, net   9,995    4,932    558    0    15,485 
Net loans and leases   3,201,451    0    0    0    3,201,451 
Deposits   4,052,715    0    0    (8,326)   4,044,389 
Total Equity   451,596    27,126    10,515    0    489,237 

 

40
 

 

 For the six months ended June 30, 2015
(in thousands)   Banking  Insurance  Wealth Management  Intercompany  Consolidated
Interest income  $92,576   $1   $75   $(1)  $92,651 
Interest expense   10,094    0    0    (1)   10,093 
Net interest income    82,482    1    75    0    82,558 
Provision for loan and lease losses   1,131    0    0    0    1,131 
Noninterest income   14,054    14,887    8,131    (464)   36,608 
Noninterest expense   55,846    11,584    5,644    (464)   72,610 
Income before income tax expense    39,559    3,304    2,562    0    45,425 
Income tax expense   13,105    1,317    868    0    15,290 
Net Income attributable to noncontrolling interests and Tompkins Financial Corporation    26,454    1,987    1,694    0    30,135 
Less: Net income attributable to noncontrolling interests   65    0    0    0    65 
Net Income attributable to Tompkins Financial Corporation   $26,389   $1,987   $1,694   $0   $30,070 
                         
Depreciation and amortization  $2,962   $184   $63   $0   $3,209 

 

 For the six months ended June 30, 2014
(in thousands)   Banking  Insurance  Wealth Management  Intercompany  Consolidated
Interest income  $91,119   $4   $65   $(4)  $91,184 
Interest expense   10,643    2    0    (4)   10,641 
Net interest income    80,476    2    65    0    80,543 
Provision for loan and lease losses   810    0    0    0    810 
Noninterest income   13,228    14,363    8,243    (680)   35,154 
Noninterest expense    60,429    11,564    5,825    (680)   77,138 
Income before income tax expense    32,465    2,801    2,483    0    37,749 
Income tax expense   10,079    1,123    852    0    12,054 
Net Income attributable to noncontrolling interests and Tompkins Financial Corporation    22,386    1,678    1,631    0    25,695 
Less: Net income attributable to noncontrolling interests   65    0    0    0    65 
Net Income attributable to Tompkins Financial Corporation   $22,321   $1,678   $1,631   $0   $25,630 
                          
Depreciation and amortization  $2,589   $109   $74   $0   $2,772 

 

14. Fair Value

 

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

 

41
 

 

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

 

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

 

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

 

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

 

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014, segregated by the level of valuation inputs within the fair value hierarchy used to measure fair value.

  

Recurring Fair Value Measurements   
June 30, 2015            
(in thousands)  Total  (Level 1)  (Level 2)  (Level 3)
Trading securities            
Obligations of U.S. Government sponsored entities  $7,009   $0   $7,009   $0 
Mortgage-backed securities – residential U.S. Government sponsored entities   1,144    0    1,144    0 
Available-for-sale securities                    
Obligations of U.S. Government sponsored entities   544,273    0    544,273    0 
Obligations of U.S. states and political subdivisions   72,310    0    72,310    0 
Mortgage-backed securities – residential, issued by:                    
U.S. Government agencies   97,585    0    97,585    0 
U.S. Government sponsored entities   665,000    0    665,000    0 
Non-U.S. Government agencies or sponsored entities   211    0    211    0 
U.S. corporate debt securities   2,162    0    2,162    0 
Equity securities   943    0    0    943 
                     
Borrowings                    
Other borrowings   10,817    0    10,817    0 

 

The change in the fair value of available-for-sale equity securities valued using significant unobservable inputs (level 3), between January 1, 2015 and June 30, 2015 was mainly due to the reclassification of $475,000 of securities from available-for-sale securities to other assets to reflect the nonmarketable nature of these securities.

 

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Recurring Fair Value Measurements   
December 31, 2014            
(in thousands)  Total  (Level 1)  (Level 2)  (Level 3)
Trading securities            
Obligations of U.S. Government sponsored entities  $7,404   $0   $7,404   $0 
Mortgage-backed securities – residential U.S. Government sponsored entities   1,588    0    1,588    0 
Available-for-sale securities   .                
Obligations of U.S. Government sponsored entities   557,820    0    557,820    0 
Obligations of U.S. states and political subdivisions   71,510    0    71,510    0 
Mortgage-backed securities – residential, issued by:                    
U.S. Government agencies   109,926    0    109,926    0 
U.S. Government sponsored entities   659,120    0    659,120    0 
Non-U.S. Government agencies or sponsored entities   271    0    271    0 
U.S. corporate debt securities   2,162    0    2,162    0 
Equity securities   1,427    0    0    1,427 
                     
Borrowings                    
Other borrowings   10,961    0    10,961    0 

 

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

 

There were no transfers between Levels 1, 2 and 3 for the three months ended June 30, 2015.

 

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

 

Fair values of borrowings are estimated using Level 2 inputs based upon observable market data. The Company determines fair value for its borrowings using a discounted cash flow technique based upon expected cash flows and current spreads on FHLB advances with the same structure and terms. The Company also receives pricing information from third parties, including the FHLB. The pricing obtained is considered representative of the transfer price if the liabilities were assumed by a third party. The Company’s potential credit risk did not have a material impact on the quoted settlement prices used in measuring the fair value of the FHLB borrowings at June 30, 2015.

 

Certain assets are measured at fair value on a nonrecurring basis. For the Company, these include loans held for sale, collateral dependent impaired loans, and other real estate owned (“OREO”). During the second quarter of 2015, certain collateral dependent impaired loans were remeasured and reported at fair value through a specific valuation allowance and/or partial charge-offs for loan and lease losses based upon the fair value of the underlying collateral. Collateral values are estimated using Level 2 inputs based upon observable market data. In addition to collateral dependent impaired loans, certain other real estate owned were remeasured and reported at fair value based upon the fair value of the underlying collateral. The fair values of other real estate owned are estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria. In general, the fair values of other real estate owned are based upon appraisals, with discounts made to reflect estimated costs to sell the real estate. Upon initial recognition, fair value write-downs on other real estate owned are taken through a charge-off to the allowance for loan and lease losses. Subsequent fair value write-downs on other real estate owned are reported in other noninterest expense.

 

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Three months ended June 30, 2015

 

      Fair value measurements at reporting date using:  Gain (losses) from
fair value changes
   As of  Quoted prices in
active markets for
identical assets
  Significant other observable inputs  Significant unobservable inputs  Three months ended
Assets:  06/30/2015  (Level 1)  (Level 2)  (Level 3)  06/30/2015
Impaired Loans  $1,510   $0   $ 1,510    $0   $ 0  
Other real estate owned   12    0     12     0     884  

 

Three months ended June 30, 2014

 

      Fair value measurements at reporting date using:  Gain (losses) from
fair value changes
   As of  Quoted prices in
active markets for
identical assets
  Significant other observable inputs  Significant unobservable inputs  Three months ended
Assets:  06/30/2014  (Level 1)  (Level 2)  (Level 3)  06/30/2014
Impaired Loans  $3,261   $0   $ 3,261    $0   $ (270 )
Other real estate owned   2,688    0     2,688     0     (160 )

 

Six months ended June 30, 2015

 

      Fair value measurements at reporting date using:  Gain (losses) from
fair value changes
   As of  Quoted prices in
active markets for
identical assets
  Significant other observable inputs  Significant unobservable inputs  Six months ended
Assets:  06/30/2015  (Level 1)  (Level 2)  (Level 3)  06/30/2015
Impaired Loans  $3,263   $0   $ 3,263    $0   $ (80 )
Other real estate owned   2,341    0     2,341     0     816

 

Six months ended June 30, 2014

 

      Fair value measurements at reporting date using:  Gain (losses) from
fair value changes
   As of  Quoted prices in
active markets for
identical assets
  Significant other observable inputs  Significant unobservable inputs  Six months ended
Assets:  06/30/2014  (Level 1)  (Level 2)  (Level 3)  06/30/2014
Impaired Loans  $4,086   $0   $ 4,086    $0   $ (185 )
Other real estate owned   6,175    0     6,175     0     (42 )

 

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at June 30, 2015 and December 31, 2014. The carrying amounts shown in the table are included in the Consolidated Statements of Condition under the indicated captions.

 

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

 

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Estimated Fair Value of Financial Instruments
June 30, 2015                
(in thousands)   Carrying Amount  Fair Value  (Level 1)  (Level 2)  (Level 3)
Financial Assets:                
                
Cash and cash equivalents  $60,139   $60,139   $60,139   $0   $0 
Securities - held to maturity   145,737    146,076    0    146,076    0 
FHLB stock   27,128    27,128    0    27,128    0 
Accrued interest receivable   16,023    16,023    0    16,023    0 
Loans/leases, net1   3,491,839    3,498,475    0    3,263    3,495,212 
                          
Financial Liabilities:                          
                          
Time deposits  $906,345   $907,857   $0   $907,857   $0 
Other deposits   3,297,744    3,297,744    0    3,297,744    0 
Fed funds purchased and securities sold under agreements to repurchase   131,063    133,830    0    133,830    0 
Other borrowings   482,509    485,630    0    485,630    0 
Trust preferred debentures   37,423    40,782    0    40,782    0 
Accrued interest payable   1,983    1,983    0    1,983    0 

 

Estimated Fair Value of Financial Instruments
December 31, 2014                
(in thousands)   Carrying Amount  Fair Value  (Level 1)  (Level 2)  (Level 3)
Financial Assets:                
               
Cash and cash equivalents  $56,070   $56,070   $56,070   $0   $0 
Securities - held to maturity   88,168    89,036    0    89,036    0 
FHLB and FRB stock   21,259    21,259    0    21,259    0 
Accrued interest receivable   16,518    16,518    0    16,518    0 
Loans/leases, net1   3,364,291    3,383,742    0    2,891    3,380,851 
                          
Financial Liabilities:                          
                          
Time deposits  $898,081   $899,871   $0   $899,871   $0 
Other deposits   3,271,073    3,271,073    0    3,271,073    0 
Fed funds purchased and securities sold under agreements to repurchase   147,037    151,201    0    151,201    0 
Other borrowings   345,580    350,043    0    350,043    0 
Trust preferred debentures   37,337    39,453    0    39,453    0 
Accrued interest payable   1,868    1,868    0    1,868    0 

 

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

 

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

 

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

 

45
 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

BUSINESS

 

Corporate Overview and Strategic Initiatives 

Tompkins Financial Corporation (“Tompkins” or the “Company”) is headquartered in Ithaca, New York and is registered as a Financial Holding Company with the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended. The Company is a locally oriented, community-based financial services organization that offers a full array of products and services, including commercial and consumer banking, leasing, trust and investment management, financial planning and wealth management, and insurance services. At June 30, 2015, the Company’s subsidiaries included: four wholly-owned banking subsidiaries, Tompkins Trust Company (the “Trust Company”), The Bank of Castile (DBA Tompkins Bank of Castile), Mahopac Bank (formerly known as Mahopac National Bank, DBA Tompkins Mahopac Bank), VIST Bank (DBA Tompkins VIST Bank); and a wholly-owned insurance agency subsidiary, Tompkins Insurance Agencies, Inc. (“Tompkins Insurance”). The trust division of the Trust Company provides a full array of investment services, including investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. The Company’s principal offices are located at The Commons, Ithaca, New York, 14851, and its telephone number is (888) 503-5753. The Company’s common stock is traded on the NYSE MKT LLC under the Symbol “TMP.”

 

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

 

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Business Segments 

Banking services consist primarily of attracting deposits from the areas served by the Company’s four banking subsidiaries’ 62 banking offices (43 offices in New York and 19 offices in Pennsylvania) and using those deposits to originate a variety of commercial loans, consumer loans, real estate loans (including commercial loans collateralized by real estate), and leases. The Company’s lending function is managed within the guidelines of a comprehensive Board-approved lending policy. Reporting systems are in place to provide management with ongoing information related to loan production, loan quality, concentrations of credit, loan delinquencies, and nonperforming and potential problem loans. Banking services also include a full suite of products such as debit cards, credit cards, remote deposit, electronic banking, mobile banking, cash management, and safe deposit services.

 

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

 

Insurance services include property and casualty insurance, employee benefit consulting, and life, long-term care and disability insurance. Tompkins Insurance is headquartered in Batavia, New York. Over the past fourteen years, Tompkins Insurance has acquired smaller insurance agencies in the market areas serviced by the Company’s banking subsidiaries and successfully consolidated them into Tompkins Insurance. The VIST Financial acquisition in 2012, which included VIST Insurance, was the largest acquisition and nearly doubled the Company’s annual insurance revenues. Tompkins Insurance offers services to customers of the Company’s banking subsidiaries by sharing offices with The Bank of Castile, Trust Company, and VIST Bank. In addition to these shared offices, Tompkins Insurance has five stand-alone offices in Western New York, two stand-alone offices in Tompkins County, New York and one stand-alone office in Montgomery County, Pennsylvania.

 

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

 

Competition 

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

 

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

 

Regulation

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

 

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OTHER IMPORTANT INFORMATION

 

The following discussion is intended to provide an understanding of the consolidated financial condition and results of operations of the Company for the three and six months ended June 30, 2015. It should be read in conjunction with the Company’s Audited Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, and the Unaudited Consolidated Financial Statements and notes thereto included in Part I of this Quarterly Report on Form 10-Q.

 

In this Report there are comparisons of the Company’s performance to that of a peer group. Unless otherwise stated, this peer group is comprised of the group of 117 domestic bank holding companies with $3 billion to $10 billion in total assets as defined in the Federal Reserve’s “Bank Holding Company Performance Report” for March 31, 2015 (the most recent report available).

 

Forward-Looking Statements 

The Company is making this statement in order to satisfy the “Safe Harbor” provision contained in the Private Securities Litigation Reform Act of 1995. The statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are made based on management’s expectations and beliefs concerning future events impacting the Company and are subject to certain uncertainties and factors relating to the Company’s operations and economic environment, all of which are difficult to predict and many of which are beyond the control of the Company. These uncertainties and factors that could cause actual results of the Company to differ materially from those matters expressed and/or implied by such forward-looking statements. The following factors are among those that could cause actual results to differ materially from the forward-looking statements: changes in general economic, market and regulatory conditions; the development of an interest rate environment that may adversely affect the Company’s interest rate spread, other income or cash flow anticipated from the Company’s operations, investment and/or lending activities; changes in laws and regulations affecting banks, insurance companies, bank holding companies and/or financial holding companies, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; governmental and public policy changes, including environmental regulation; protection and validity of intellectual property rights; reliance on large customers; the expenses and reputational damage if there were ever a material cybersecurity breach; financial resources in the amounts, at the times and on the terms required to support the Company’s future businesses; and other factors discussed elsewhere in this Quarterly Report on Form 10-Q and in other reports we file with the SEC, in particular the “Risk Factors” discussed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. In addition, such forward-looking statements could be affected by general industry and market conditions and growth rates, general economic and political conditions (including changes in economic conditions in the Company’s primary market areas), including interest rate and currency exchange rate fluctuations, and other factors.

 

Critical Accounting Policies 

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

 

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

 

For additional information on critical accounting policies and to gain a greater understanding of how the Company’s financial performance is reported, refer to Note 1 – “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements, and the section captioned “Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. There have been no significant changes in the Company’s application of critical accounting policies since December 31, 2014. Refer to Note 3 – “Accounting Standards Updates” in the Notes to Unaudited Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for a discussion of recent accounting updates.

 

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OVERVIEW

 

Net income for the second quarter was $17.4 million or $1.15 diluted earnings per share, compared to $13.1 million or $0.87 diluted earnings per share for the same period in 2014. Net income for the first six months of 2015 was $30.1 million or $2.00 diluted earnings per share, compared to $25.6 million or $1.72 diluted earnings per share in the first six months of 2014. Results for the current quarter and year to date were positively impacted by a one-time curtailment gain of $3.6 million, after-tax, related to changes to the Company’s defined benefit pension plan. Exclusive of this one-time gain, net income and diluted earnings per share for the current quarter would have been $13.8 million and $0.91, respectively, and for the first six months of 2015, $26.0 million and $1.75, respectively.

 

Return on average assets (“ROA”) for the quarter ended June 30, 2015 was 1.29%, compared to 1.04% for the quarter ended June 30, 2014. Return on average shareholders’ equity (“ROE”) for the second quarter of 2015 was 13.79%, compared to 10.91%, for the same period in 2014. Tompkins’ second quarter ROA and ROE compare to the most recent peer average ratios of 0.95% and 8.50%, respectively, ranking Tompkins’ ROA in the 52nd percentile and ROE in the 71st percentile of the peer group.

 

In addition to these performance measures, management also considers operating return on average tangible common equity an important ratio in measuring financial performance. This ratio is considered a non-GAAP measure. The following table shows the calculation of this non-GAAP ratio and reconciliation to the comparable GAAP measure. The Company believes this non-GAAP measure provides a meaningful comparison of our underlying operational performance and facilitates managements’ and investors’ assessments of business and performance trends in comparison to others in the financial services industry. This non-GAAP financial measure should not be considered in isolation or as a measure of the Company’s profitability or liquidity; it is in addition to, and is not a substitute for, financial measures under GAAP. Net operating income as presented herein may be different from non-GAAP financial measures used by other companies, and may not be comparable to similarly titled measures reported by other companies. Further, the Company may utilize other measures to illustrate performance in the future. Non-GAAP financial measures have limitations since they do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP.

 

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Adjusted Diluted Earnings Per Share            
             
  Three Months Ended  Six Months Ended
(in thousands, except per share data)   06/30/2015  06/30/2014  06/30/2015  06/30/2014
Net income attributable to Tompkins Financial Corporation  $17,390   $13,061   $30,070   $25,630 
Less: dividends and undistributed earnings allocated to unvested stock awards    (234)   (118)   (420)   (235)
Net income available to common shareholders (GAAP)   17,156    12,943    29,650    25,395 
Diluted earnings per share (GAAP)   1.15    0.87    2.00    1.72 
                     
Adjustments for non-operating income and expense, net of tax:                    
Gain on pension plan curtailment    (3,602)   0    (3,602)   0 
Total adjustments, net of tax   (3,602)   0    (3,602)   0 
                     
Net operating income available to common shareholders (Non-GAAP)   13,554    12,943    26,048    25,395 
Adjusted diluted earnings per share (Non-GAAP)   0.91    0.87    1.75    1.72 

 

 Operating Return on Average Tangible Common Equity (Non-GAAP)
 
  Three Months Ended  Six Months Ended
(in thousands)   06/30/2015  06/30/2014  06/30/2015  06/30/2014
Net operating income available to common shareholders (Non-GAAP)   13,554    12,943    26,048    25,395 
Amortization of intangibles, net of tax    300    315    604    631 
Adjusted net operating income available to common shareholders (Non-GAAP)    13,854    13,258    26,652    26,026 
Average Tompkins Financial Corporation shareholders’ common equity   504,166    478,561    499,896    472,836 
Average goodwill and intangibles 1   105,130    106,988    105,385    107,193 
Average Tompkins financial Corporation shareholders’ tangible common equity (Non-GAAP)    399,036    371,573    394,511    365,643 
Adjusted operating return on average shareholders’ tangible common equity (Non-GAAP)    13.93%   14.31%   13.62%   14.35%

 

1 Average goodwill and intangibles exclude mortgage servicing rights

 

Segment Reporting 

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

 

Banking Segment 

The banking segment reported net income of $15.3 million for the second quarter of 2015, up $3.8 million or 33.3% from net income of $11.5 million for the same period in 2014. For the six months ended June 30, 2015, the banking segment reported net income of $26.4 million, up $4.1 million or 18.2% over the same period in 2014.

 

Net interest income of $41.3 million for the second quarter of 2015 was up $807,000 or 2.0% over the same period in 2014. For the six months ended June 30, 2015, net interest income of $82.5 million was up $2.0 million or 2.5% compared to prior year. Growth in average earning assets and lower funding costs offset the effect of lower asset yields and contributed to favorable year-over-year comparisons. Net interest margin for the six months ended June 30, 2015 was 3.41% compared to 3.58% for the same period prior year.

 

The provision for loan and lease losses was $922,000 for the three months ended June 30, 2015; up from $67,000 for the same period in 2014. Provision expense also increased for the six months ended June 30, 2015 to $1.1 million from $810,000 in the previous year. The increase in provision expense was largely attributable to growth in total loans.

 

Noninterest income for the three months ended June 30, 2015 of $7.7 million was up $749,000 or 10.8% compared to the same period in 2014, and for the six months ended June 30, 2015 was up $826,000 or 6.2% to $14.1 million compared to $13.2 million for the six months ending June 30, 2014. The primary contributors to the three and six month increase include: gains on the sale of other real estate owned (up $885,000), and net realized gains on securities transactions (up $884,000). Partially offsetting these items were decreases in loan fees, including gains on sales of residential loans (down $482,000), card services income (down $189,000), and service charges on deposit accounts (down $102,000).

 

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Noninterest expense of $24.9 million for the second quarter and $55.8 million for the six months ending June 30, 2015 were down $5.7 million or 18.6% and down $4.6 million or 7.6%, respectively, from the same periods in 2014. The declines are primarily attributed to the curtailment of the Company’s defined benefit pension plan, which resulted in a $6.0 million credit to pension and other employee benefits expense in the second quarter of 2015 in accordance with accounting guidance. This decrease was partially offset by an increase in salaries and wages due to normal annual merit and market increases, increases in incentive compensation, as well as an increase in the number of employees.

 

Insurance Segment 

The insurance segment reported net income of $1.1 million for the three months ended June 30, 2015; up $367,000 or 46.9% from the second quarter of 2014. For the six month period ended June 30, 2015, net income rose $309,000 or 18.4% compared to 2014. Noninterest income was up $364,000 or 5.1% in the second quarter of 2015, compared to the same period in 2014 and up $524,000 or 3.6% to $14.9 million for the six months ending June 30, 2015. Noninterest expenses for the three months ended June 30, 2015 were down $268,000 or 4.6% compared to the second quarter of 2014 and for the first six months of 2015 were flat compared to the same period in 2014. The decline in noninterest expense for the second quarter is mainly the result of the aforementioned defined benefit pension plan curtailment adjustment. Partially offsetting this adjustment were increases in salaries and wages reflecting normal annual merit adjustments and sales commissions.

 

Wealth Management Segment 

The wealth management segment reported net income of $929,000 for the three months ended June 30, 2015, up $136,000 or 17.2% compared to the second quarter of 2014. Net income for the six months ended June 30, 2015 increased $63,000 or 3.9% to $1.7 million compared to the same period in 2014. Noninterest income was flat for the second quarter of 2015 and down $112,000 for the first six months of 2015 compared to the prior year. Noninterest expenses for the three months ended June 30, 2015, were down $192,000 or 6.8% and for the six months ended June 30, 2015 were down $181,000 or 3.1% compared to the same period of 2014 due primarily to the Company’s curtailment of its defined benefit pension plan mentioned above.

 

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

 

     Quarter Ended  Year to Date Period Ended  Year to Date Period Ended
     June 30, 2015  June 30, 2015  June 30, 2014
(Dollar amounts in thousands)     Average
Balance
(QTD)
   Interest  Average
Yield/Rate
    Average
Balance
(YTD)
  Interest   Average
Yield/Rate
    Average
Balance
(YTD)
  Interest   Average
Yield/Rate 
ASSETS                                     
                                      
Interest-earning assets                                     
                                      
Interest-bearing balances due from banks  $1,824   $1    0.22%  $1,607   $2    0.25%  $885   $1    0.23%
Securities (1)                                             
U.S. Government securities   1,450,039    7,513    2.08%   1,442,846    15,366    2.15%   1,301,015    14,877    2.31%
Trading securities   8,453    90    4.27%   8,654    184    4.29%   10,584    219    4.17%
State and municipal (2)   86,710    832    3.85%   87,502    1,703    3.92%   89,964    2,127    4.77%
Other securities (2)   3,752    30    3.21%   3,758    60    3.22%   4,729    76    3.24%
Total securities   1,548,954    8,465    2.19%   1,542,760    17,313    2.26%   1,406,292    17,299    2.48%
FHLBNY and FRB stock   23,927    225    3.76%   22,355    572    5.15%   20,670    404    3.94%
                                              
Total loans and leases, net of unearned income (2)(3)   3,463,881    38,680    4.48%   3,431,282    76,635    4.50%   3,206,950    75,161    4.73%
Total interest-earning assets   5,038,586    47,371    3.77%   4,998,004    94,522    3.81%   4,634,797    92,865    4.04%
                                              
Other assets   352,528              355,264              371,552           
                                              
Total assets   5,391,114              5,353,268              5,006,349           
                                              
LIABILITIES & EQUITY                                             
                                              
Deposits                                             
                                              
Interest-bearing deposits                                             
Interest bearing checking, savings, & money market   2,326,361    924    0.16%   2,337,605    1,914    0.17%   2,272,478    2,211    0.20%
Time deposits   917,986    1,697    0.74%   912,016    3,328    0.74%   895,073    3,308    0.75%
Total interest-bearing deposits   3,244,347    2,621    0.32%   3,249,621    5,242    0.33%   3,167,551    5,519    0.35%
                                              
Federal funds purchased & securities sold under agreements to repurchase   131,324    665    2.03%   136,811    1,335    1.97%   153,939    1,580    2.07%
Other borrowings   422,364    1,234    1.17%   385,233    2,373    1.24%   263,633    2,401    1.84%
Trust preferred debentures   37,395    573    6.15%   37,374    1,143    6.17%   37,205    1,141    6.18%
Total interest-bearing liabilities   3,835,430    5,093    0.53%   3,809,039    10,093    0.53%   3,622,328    10,641    0.59%
Noninterest bearing deposits   983,199              978,233              856,161           
Accrued expenses and other liabilities   66,818              64,615              53,539           
Total liabilities   4,885,447              4,851,887              4,532,028           
                                              
Tompkins Financial Corporation Shareholders’ equity   504,166              499,896              472,836           
Noncontrolling interest   1,501              1,485              1,485           
Total equity   505,667              501,381              474,321           
                                              
Total liabilities and equity  $5,391,114             $5,353,268             $5,006,349           
Interest rate spread             3.24%             3.28%             3.45%
Net interest income/margin on earning assets        42,278    3.37%        84,429    3.41%        82,224    3.58%
                                              
Tax Equivalent Adjustment        (948)             (1,871)             (1,681)     
                                              
Net interest income per consolidated financial statements       $41,330             $82,558             $80,543      

 

1 Average balances and yields on available-for-sale securities are based on historical amortized cost
2 Interest income includes the tax effects of taxable-equivalent adjustments using a combined New York State and Federal effective income tax rate of 40% to increase tax exempt interest income to taxable-equivalent basis.
3 Nonaccrual loans are included in the average asset totals presented above. Payment received on nonaccrual loans have been recognized as disclosed in Note 1 of the Company’s condensed consolidated financial statements included in Part 1 of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2014.

 

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Net Interest Income

Net interest income is the Company’s largest source of revenue, representing 68.6% and 69.3%, respectively, of total revenues for the three and six month periods ended June 30, 2015, compared to 69.6% for the same periods in 2014. Net interest income is dependent on the volume and composition of interest earning assets and interest-bearing liabilities and the level of market interest rates. The above table shows average interest-earning assets and interest-bearing liabilities, and the corresponding yield or cost associated with each.

 

Taxable-equivalent net interest income for the three and six months ended June 30, 2015 was up 2.0% and 2.5%, respectively, over the same periods in 2014, as growth in average earning assets offset a decrease in net interest margin for the second quarter and year-to-date in 2015 compared to the same periods in 2014. The decrease in net interest margin reflects lower yields on average earning assets as a result of low interest rate environment as well as a slight shift in composition of average earning assets between loans and securities. For the three and six months ended June 30, 2015, average loans and average securities represented 68.8% and 68.6%, respectively, of average earning assets compared to 69.0% and 69.2%, respectively, for the same periods in 2014.

 

Taxable-equivalent interest income for the three and six month periods ended June 30, 2015 was $47.4 million and $94.5 million, respectively, up 1.6% and 1.8% compared to the same periods of 2014. The increase in taxable-equivalent interest income was mainly the result of an increase in average loans, which was partially offset by a decrease in the yield on average loans. Average loan balances for the three months and six months ended June 30, 2015 were up $242.7 million or 7.5%, and $224.3 million or 7.0%, respectively, while the average yield decreased 22 basis points and 23 basis points, respectively, from the same periods in 2014. Average securities balances for the three and six months ended June 30, 2015 were up by $161.4 million or 11.3% and $136.5 million or 9.7%, respectively, while the average yield for the three and six month periods were down 25 and 22 basis points, respectively, compared to the same periods in 2014.

 

Interest expense for the three and six months ended June 30, 2015 decreased by $210,000 or 4.0%, and $548,000 or 5.2%, respectively, compared to the same periods in 2014. The average rate paid on interest bearing deposits during the three and six months ended June 30, 2015 was 0.32% and 0.33%, respectively, compared to 0.35% reported for the same periods of 2014. Average interest bearing deposits for the second quarter of 2015 were up $85.5 million or 2.7% compared to the same period in 2014, while year-to-date average interest bearing deposits were up $82.1 million or 2.6% compared to the same period in 2014. Average noninterest bearing deposits for the three and six month periods ended June 30, 2015 were up $106.0 million or 12.1% and $122.1 million or 14.3%, respectively, compared to the same periods in 2014. Average other borrowings for the three and six months ended June 30, 2015 were up $143.9 million or 51.7% and $121.6 million or 46.1% compared to the same periods in 2014. The increase was mainly in overnight borrowings with the FHLB, which contributed to the decrease in average funding cost in this category in 2015.

 

Provision for Loan and Lease Losses

The provision for loan and lease losses represents management’s estimate of the amount necessary to maintain the allowance for loan and lease losses at an adequate level. The provision for loan and lease losses was $922,000 for the second quarter of 2015 and $1.1 million for the six months ended June 30, 2015. The increase in provision for loan and lease losses in 2015 over the three and six month comparative periods in 2014 is mainly a result loan growth in 2015. The section captioned “Financial Condition – Allowance for Loan and Lease Losses and Nonperforming Assets” below has further details on the allowance for loan and lease losses and asset quality metrics.

 

Noninterest Income

Noninterest income was $19.0 million for the second quarter of 2015 and $36.6 million for the first six months of 2015. This represents an increase of 7.0% for the quarter and 4.1% for the year-to-date period compared to the same periods in 2014. Noninterest income represented 31.5% of total revenue for the second quarter of 2015 and 30.7% for the year-to-date period, compared to 30.4% for the same periods in 2014.

 

Insurance commissions and fees were $7.4 million for the second quarter of 2015, an increase of 5.1% over the same period prior year. For the first six months of 2015, insurance commissions and fees were up $474,000 or 3.3% over the first six months of 2014. Commissions from commercial lines, personal insurance lines and health and life insurance were up in 2015 over the same period in 2014.

 

Investment services income was $3.8 million in the second quarter of 2015, a decrease of 1.6% from $3.9 million in the second quarter of 2014. For the first six months of 2015, investment services income was down $68,000 or 0.9% from the first six months of 2014. At the end of the first quarter, the Company concluded operations attributable to their internal broker dealer and registered investment advisory group and engaged a new broker dealer of record. This contributed to a slight decline in year-over-year income. Investment services income includes trust services, financial planning, wealth management services, and brokerage related services. With fees largely based on the market value and the mix of assets managed, the general direction of the stock market can have a considerable impact on fee income. The fair value of assets managed by, or in custody of, Tompkins was $3.9 billion at June 30, 2015, up 9.7% from $3.6 billion at June 30, 2014. These figures include $1.2 billion of Company-owned securities where Tompkins Trust Company is custodian.

 

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Service charges on deposit accounts were down $144,000 or 6.0% for the second quarter of 2015 compared to the second quarter of 2014, and down $102,000 or 2.3% for the six months ended June 30, 2015 compared to the same period in 2014. Net overdraft fees, the largest component of service charges on deposit accounts, were down 9.3% and 6.3% for the three and six months ended June 30, 2015 compared to the same periods in 2014.

 

Card services income for the three months and six months ended June 30, 2015 was up $105,000 or 5.5%, and down $189,000 or 4.7% over the same periods in 2014. Income benefited from a first quarter accrual adjustment related to the termination of a debit card reward program to reflect actual redemption rate on program incentives than management’s original estimates. The number of debit cards issued and transaction volume during the second quarter and year-to-date periods in 2015 were favorable to 2014.

 

The Company recognized gains on the sales/calls of available-for-sale securities of $723,000 and $1.0 million for the three and six months ended June 30, 2015, compared to gains of $35,000 and $129,000 for the same periods in 2014. Sales of available-for-sale securities are generally the result of general portfolio maintenance and interest rate risk management.

 

Other income of $2.7 million in the second quarter of 2015 was up 12.3% over the second quarter of 2014. For the first six months of 2015, other income of $4.7 million was up 11.4% over the same period in 2014. The significant components of other income are other service charges, increases in cash surrender value of corporate owned life insurance (“COLI”), gains on the sales of residential mortgage loans, and income from miscellaneous equity investments. A main contributor of the year over year increase was a significant gain on the sale of an other real estate owned property in the second quarter 2015. Gains on sales of other real estate owned totaled $924,000 for the three and six months ended June 30, 2015 compared to a net loss of $80,000 for the three months ended June 30, 2014 and a net gain of $39,000 for the first six months of 2014. Partially offsetting the gains on sales of other real estate owned were lower loan related fees, including gains on the sales of residential loans.

 

Noninterest Expense

Noninterest expense was $32.9 million for the second quarter of 2015, down 15.4% compared to the second quarter of 2014 and $72.6 million for the six months ended June 30, 2015, down 5.9% from the same period in 2014. The decrease in noninterest expense in 2015 compared to the same period prior year is mainly attributable to the curtailment of the Company’s defined benefit pension plan, which resulted in a $6.0 million credit to pension and other employee benefits expense in the second quarter of 2015 in accordance with accounting guidance.

 

Salaries and wages expense for the three and six months ended June 30, 2015 increased by $734,000 or 4.2%, and $1.7 million or 4.8%, respectively, over the same periods in 2014. The increase is mainly a result of normal merit and market adjustments, increases in incentive compensation as well as an increase in the number of employees. Pension and other employee related benefits were down $5.5 million over both the three and six month periods in 2014, mainly as a result of the pension curtailment discussed above.

 

Other operating expense for the second quarter of 2015 and for the first six months of 2015 was down $1.3 million or 12.1% and $757,000 or 3.8% compared to the same periods in 2014. The decrease is mainly related to lower legal fees, and other real estate owned related expenses.

 

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

 

Income Tax Expense

The provision for income taxes was $9.0 million for an effective rate of 34.1% for the second quarter of 2015, compared to tax expense of $6.1 million and an effective rate of 32.0% for the same quarter in 2014. For the first six months of 2015 the tax provision was $15.3 million for an effective rate of 33.7% compared to a tax provision of $12.1 million and an effective rate of 31.9% for the same period in 2014. The effective rates differ from the U.S. statutory rate of 35.0% primarily due to the effect of tax-exempt income from loans, securities and life insurance assets. The increase in the effective rate in the second quarter of 2015 was mainly a result of the accounting for the $6.0 million curtailment gain related to the change to the Company’s defined benefit pension plan.

 

FINANCIAL CONDITION

 

Total assets were $5.4 billion at June 30, 2015, up $166.6 million or 3.2% over December 31, 2014. The growth over year-end was primarily attributable to growth in originated loans, which were up $174.0 million or 6.1%, and growth in held-to-maturity securities which were up $57.6 million or 65.3%. This growth was partially offset by a decrease in acquired loans, which were down $45.4 million or 8.2% and a decrease in available-for-sale securities which were down $19.8 million or 1.4%. Total deposits increased $34.9 million or 0.8% compared to December 31, 2014, mainly a result of an inflow of municipal deposits. Other borrowings increased $136.8 million or 38.4% from December 31, 2014, as a result of loan growth outpacing deposit growth.

 

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Securities

As of June 30, 2015, the Company’s securities portfolio was $1.5 billion or 28.1% of total assets, compared to $1.4 billion or 28.5% of total assets at year-end 2014. The following table details the composition of available-for-sale and held-to-maturity securities.

 

 Available-for-Sale Securities                
    06/30/2015   12/31/2014
(in thousands)   Amortized Cost   Fair Value   Amortized Cost   Fair Value
                 
Obligations of U.S. Government sponsored entities   $ 539,336     $ 544,273     $ 553,300     $ 557,820  
Obligations of U.S. states and political subdivisions     71,948       72,310       70,790       71,510  
Mortgage-backed securities                                
U.S. Government agencies     96,785       97,585       108,931       109,926  
U.S. Government sponsored entities     669,663       665,000       660,195       659,120  
Non-U.S. Government agencies or sponsored entities     208       211       267       271  
U.S. corporate debt securities     2,500       2,162       2,500       2,162  
Total debt securities     1,380,440       1,381,541       1,395,983       1,400,809  
Equity securities     1,000       943       1,475       1,427  
Total available-for-sale securities   $ 1,381,440     $ 1,382,484     $ 1,397,458     $ 1,402,236  

 

Held-to-Maturity Securities
    06/30/2015   12/31/2014
(in thousands)   Amortized Cost   Fair Value   Amortized Cost   Fair Value
Obligations of U.S. Government sponsored entities   $ 132,671     $ 132,556     $ 71,906     $ 72,269  
Obligations of U.S. states and political subdivisions   $ 13,066     $ 13,520     $ 16,262     $ 16,767  
Total held-to-maturity debt securities   $ 145,737     $ 146,076     $ 88,168     $ 89,036  

 

The decrease in the fair value of the available-for-sale portfolio was due primarily to changes in interest rates during the first six months of 2015. The increase in interest rates during 2015 resulted in a decrease in the unrealized gains in the available-for-sale portfolio. Management’s policy is to purchase investment grade securities that on average have relatively short duration, which helps mitigate interest rate risk and provides sources of liquidity without significant risk to capital. The increase in the held-to-maturity portfolio was due to purchases of Obligations of U.S. Government sponsored entities during the six month period ended June 30, 2015.

 

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

 

As a result of the other-than-temporarily impairment review process, the Company does not consider any investment security held at June 30, 2015 to be other-than-temporarily impaired. Future changes in interest rates or the credit quality and credit support of the underlying issuers may reduce the market value of these and other securities. If such decline is determined to be other than temporary, the Company will record the necessary charge to earnings and/or accumulated other comprehensive income to reduce the securities to their then current fair value.

 

The Company maintains a trading portfolio with a fair value of $8.2 million as of June 30, 2015, compared to $9.0 million at December 31, 2014. The decrease in the trading portfolio reflects maturities or payments during the three and six months ended June 30, 2015. For the three and six months ended June 30, 2015, net mark-to-market losses related to the securities trading portfolio were $74,000 and $137,000, respectively, compared to net mark-to-market losses for the three and six months ended June 30, 2014 of $34,000 and $93,000, respectively.

 

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Loans and Leases  
   
Loans and leases at June 30, 2015 and December 31, 2014 were as follows:  
   
      06 /30/2015       12 /31/2014  
(in thousands)     Originated       Acquired       Total Loans and Leases       Originated       Acquired       Total Loans and Leases  
Commercial and industrial                                                 
Agriculture   $ 61,744     $ 0     $ 61,744     $ 78,507     $ 0     $ 78,507  
Commercial and industrial other     724,196       92,875       817,071       688,529       97,034       785,563  
Subtotal commercial and industrial     785,940       92,875       878,815       767,036       97,034       864,070  
Commercial real estate                                                
Construction     74,795       37,981       112,776       72,427       35,906       108,333  
Agriculture     74,586       2,214       76,800       58,994       3,182       62,176  
Commercial real estate other     1,055,007       278,825       1,333,832       979,621       308,488       1,288,109  
Subtotal commercial real estate     1,204,388       319,020       1,523,408       1,111,042       347,576       1,458,618  
Residential real estate                                                
Home equity     193,332       48,717       242,049       186,957       56,008       242,965  
Mortgages     760,858       30,607       791,465       710,904       32,282       743,186  
Subtotal residential real estate     954,190       79,324       1,033,514       897,861       88,290       986,151  
Consumer and other                                                
Indirect     17,866       0       17,866       18,298       0       18,298  
Consumer and other     39,842       973       40,815       35,874       1,095       36,969  
Subtotal consumer and other     57,708       973       58,681       54,172       1,095       55,267  
Leases     14,190       0       14,190       12,251       0       12,251  
Covered loans     0       15,771       15,771       0       19,319       19,319  
Total loans and leases     3,016,416       507,963       3,524,379       2,842,362       553,314       3,395,676  
Less: unearned income and deferred costs and fees     (2,448 )     0       (2,448 )     (2,388 )     0       (2,388  
Total loans and leases, net of unearned income and deferred costs and fees   $ 3,013,968     $ 507,963     $ 3,521,931     $ 2,839,974     $ 553,314     $ 3,393,288  

 

Residential real estate loans, including home equity loans at June 30, 2015 were $1.0 billion, $474 million or 4.8% compared  to December 31, 2014, and comprised 29.3% of total loans and leases. Growth in residential loan balance is impacted by the Company’s decision to retain these loans or sell them in the secondary market due to interest rate considerations. The Company’s Asset/Liability Committee meets regularly and establishes standards for selling and retaining residential real estate mortgage originations.

 

The Company may sell residential real estate loans in the secondary market based on interest rate considerations. These residential real estate loans are generally sold to Federal Home Loan Mortgage Corporation (“FHLMC”) or State of New York Mortgage Agency (“SONYMA”) without recourse in accordance with standard secondary market loan sale agreements. These residential real estate loans also are subject to customary representations and warranties made by the Company, including representations and warranties related to gross incompetence and fraud. The Company has not had to repurchase any loans as a result of these representations and warranties. While in the past in rare circumstances the Company agreed to sell residential real estate loans with recourse, the Company has not done so in the past several years and the amount of such loans included on the Company’s balance sheet at June 30, 2015 was insignificant. The Company has never had to repurchase a loan sold with recourse.

 

During the first six months of 2015 and 2014, the Company sold residential mortgage loans totaling $0.7 million and $8.2 million, respectively, and realized gains on these sales of $10,000 and $221,000, respectively. These residential real estate loans were sold without recourse in accordance with standard secondary market loan sale agreements. When residential mortgage loans are sold, the Company typically retains all servicing rights, which provides the Company with a source of fee income. Mortgage servicing rights, at amortized basis, totaled $1.0 million at June 30, 2015 and $1.0 million at December 31, 2014.

 

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

 

Commercial and industrial loans and commercial real estate loans totaled $878.8 million and $1.5 billion, and represented 25.0% and 43.3%, respectively of total loans as of June 30, 2015. The commercial real estate portfolio was up 4.4% over year-end 2014, while commercial and industrial loans were up 1.7%. As of June 30, 2015, agriculturally-related loans totaled $138.5 million or 3.9% of total loans and leases, down from $140.7 million or 4.2% of total loans and leases at December 31, 2014. There is generally an increase in agriculturally-related loans at year end related to tax planning and these loans are typically paid down over the first part of the year. Agriculturally-related loans include loans to dairy farms and cash and vegetable crop farms. Agriculturally-related loans are primarily made based on identified cash flows of the borrower with consideration given to underlying collateral, personal guarantees, and government related guarantees. Agriculturally-related loans are generally secured by the assets or property being financed or other business assets such as accounts receivable, livestock, equipment or commodities/crops.

 

The acquired loans in the above table reflect loans acquired in the acquisition of VIST Financial Corp. during the third quarter of 2012. The acquired loans were recorded at fair value pursuant to the purchase accounting guidelines in FASB ASC 805 – “Fair Value Measurements and Disclosures” (as determined by the present value of expected future cash flows) with no valuation allowance (i.e., the allowance for loan losses). Upon acquisition, the Company evaluated whether each acquired loan (regardless of size) was within the scope of ASC 310-30, “Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality”. The carrying value of the acquired loans reflects management’s best estimate of the amount to be realized from the acquired loan and lease portfolios. However, the amounts the Company actually realizes on these loans could differ materially from the carrying value reflected in these financial statements, based upon the timing of collections on the acquired loans in future periods, underlying collateral values and the ability of borrowers to continue to make payments.

 

The carrying value of acquired loans acquired and accounted for in accordance with ASC Subtopic 310-30, “Receivables Loans and Debt Securities Acquired with Deteriorated Credit Quality,” was $30.5 million at June 30, 2015 as compared to $34.4 million at December 31, 2014. Under ASC Subtopic 310-30, loans may be aggregated and accounted for as pools of loans if the loans being aggregated have common risk characteristics. The Company elected to account for the loans with evidence of credit deterioration individually rather than aggregate them into pools. The difference between the undiscounted cash flows expected at acquisition and the investment in the acquired loans, or the “accretable yield,” is recognized as interest income utilizing the level-yield method over the life of each loan. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “non-accretable difference,” are not recognized as a yield adjustment, as a loss accrual or as a valuation allowance.

 

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

 

The carrying value of loans not exhibiting evidence of credit impairment at the time of the acquisition (i.e. loans outside of the scope of ASC 310-30) was $477.5 million at June 30, 2015. At acquisition, these loans were recorded at fair value, including a credit discount. Credit losses on acquired performing loans are estimated based on analysis of the performing portfolio. The purchased performing portfolio also included a general interest rate mark (premium). Both the credit discount and interest rate mark are accreted/amortized as a yield adjustment over the estimated lives of the loans. Interest is accrued daily on the outstanding principal balance of purchased performing loans.

 

At June 30, 2015, acquired loans included $15.8 million of covered loans. VIST Financial Corp had acquired these loans in an FDIC assisted transaction in the fourth quarter of 2010. In accordance with loss sharing agreements with the FDIC, certain losses and expenses relating to covered loans may be reimbursed by the FDIC at 70% or, if certain levels of reimbursement are reached, 80%. See Note 7 – “FDIC Indemnification Asset Related to Covered Loans” in the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q.

 

The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. Management reviews these policies and procedures on a regular basis. The Company discussed its lending policies and underwriting guidelines for its various lending portfolios in Note 3 – “Loans and Leases” in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. There have been no significant changes in these policies and guidelines. As such, these policies are reflective of new originations as well as those balances held at June 30, 2015. The Company’s Board of Directors approves the lending policies at least annually. The Company recognizes that exceptions to policy guidelines may occasionally occur and has established procedures for approving exceptions to these policy guidelines. Management has also implemented reporting systems to monitor loan originations, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans.

 

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

 

The Allowance for Loan and Lease Losses

 

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

 

(in thousands)   06/30/2015   12/31/2014   06/30/2014
                
Allowance for originated loans and leases               
                
Commercial and industrial  $8,224   $9,157   $8,562 
Commercial real estate   13,487    12,069    10,389 
Residential real estate   5,583    5,030    5,445 
Consumer and other   2,134    1,900    2,356 
Total  $29,428   $28,156   $26,752 

 

(in thousands)   06/30/2015   12/31/2014   06/30/2014
                
Allowance for acquired loans               
                
Commercial and industrial  $384   $431   $159 
Commercial real estate   167    337    460 
Residential real estate   100    51    49 
Consumer and other   12    22    97 
Total  $663   $841   $765 

 

As of June 30, 2015, the total allowance for loan and lease losses was $30.1 million, which was $1.1 million or 3.8% over year-end 2014. The increase in the allowance compared to year-end was mainly due growth in the originated loan portfolio. Loans internally-classified Special Mention, Substandard and Doubtful were down from prior year as were the level of nonperforming loans and leases. The allowance for loan and lease losses covered 139.36% of nonperforming loans and leases as of June 30, 2015, compared to 128.43% at December 31, 2014, and 103.08% at June 30, 2014.

 

The Company’s allowance for originated loan and lease losses totaled $29.4 million at June 30, 2015, which represented 0.98% of total originated loans, compared to 0.99% at prior quarter end, and 1.02% at June 30, 2014. Originated loans internally-classified as Special Mention, Substandard and Doubtful totaled $47.3 million at June 30, 2015, which were in down $6.8 million or 12.6% compared to prior quarter, and down $9.4 million or 16.6% compared to June 30, 2014. The decrease is mainly due to paydowns of classified assets and upgrades of risk ratings in our commercial loan portfolio and commercial real estate construction portfolios as a result of improving financial conditions of our commercial customers.

 

The allowance for acquired loans at June 30, 2015 was $663,000, down $178,000 or 21.2% from year-end 2014 and down $102,000 or 13.3% compared to June 30, 2014. The amount of acquired loans internally-classified as Special Mention, Substandard and Doubtful totaled $23.5 million at June 30, 2015, down from $27.3 million at year-end 2014 and $42.4 million at June 30, 2014. Loan pay downs coupled with charge offs contributed to the decrease from the same quarter prior year and year-end 2014. Nonaccrual acquired loans were $5.0 million as of June 30, 2015 compared to $4.7 million at year-end 2014, and $5.9 million at June 30, 2014.

 

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Activity in the Company’s allowance for loan and lease losses during the first six months of 2015 and 2014 is illustrated in the table below.

 

Analysis of the Allowance for Originated Loan and Lease Losses
     
(in thousands)   06/30/2015   06/30/2014
Average originated loans outstanding during period   $ 2,900,786     $ 2,559,332  
Balance of originated allowance at beginning of year   $ 28,156     $ 26,700  
                 
ORIGINATED LOANS CHARGED-OFF:                
Commercial and industrial     44       254  
Commercial real estate     14       613  
Residential real estate     312       267  
Consumer and other     510       666  
Total loans charged-off   $ 880     $ 1,800  
                 
RECOVERIES OF ORIGINATED LOANS PREVIOUSLY CHARGED-OFF:                
Commercial and industrial     235       489  
Commercial real estate     477       562  
Residential real estate     49       86  
Consumer and other     282       260  
Total loans recoveries   $ 1,043     $ 1,397  
Net loans (recovered) charged-off     (163 )     403  
Additions to originated allowance charged to operations     1,109       455  
Balance of originated allowance at end of period   $ 29,428     $ 26,752  
Allowance for originated loans and leases as a percentage of originated loans and leases     0.98 %     1.02 %
Annualized net (recoveries) charge-offs on originated loans to average total originated loans and leases during the period     (0.01 %)     0.03 %

 

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Analysis of the Allowance for Acquired Loan Losses
    
(in thousands)  06/30/2015  06/30/2014
Average acquired loans outstanding during period  $530,496   $647,618 
Balance of acquired allowance at beginning of year   841    1,270 
           
ACQUIRED LOANS CHARGED-OFF:          
Commercial and industrial   53    25 
Commercial real estate   156    551 
Residential real estate   112    277 
Consumer and other   0    7 
Total loans charged-off  $321   $860 
           
Commercial and industrial   7    0 
Commercial real estate   112    0 
Residential real estate   2    0 
Total loans recovered  $121   $0 
Net loans charged-off   200    860 
Additions to acquired allowance charged to operations   22    355 
Balance of acquired allowance at end of period  $663   $765 
Allowance for acquired loans as a percentage of acquired loans outstanding acquired loans and leases   0.12%   0.12%
Annualized net charge-offs on acquired loans as a percentage of average acquired loans and leases outstanding during the period   0.08%   0.25%
Annualized total net charge-offs as a percentage of average loans and leases outstanding during the period   0.00%   0.08%

  

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Analysis of Past Due and Nonperforming Loans
 
(in thousands)     06/30/2015   12/31/2014   06/30/20141    
Loans 90 days past due and accruing                  
Commercial and industrial   $ 0     $ 0     $ 0  
Commercial real estate     0       0       1  
Residential real estate     58       106       542  
Total loans 90 days past due and accruing     58       106       543  
Nonaccrual loans                        
Commercial and industrial     2,012       2,116       1,758  
Commercial real estate     6,872       7,520       10,008  
Residential real estate     10,469       9,043       10,490  
Consumer and other     243       349       569  
Total nonaccrual loans     19,596       19,028       22,825  
Troubled debt restructurings not included above     1,939       3,444       3,327  
Total nonperforming loans and leases     21,593       22,578       26,695  
Other real estate owned     2,570       5,683       6,795  
Total nonperforming assets   $ 24,163     $ 28,261     $ 33,490  
Allowance as a percentage of nonperforming loans and leases     139.36 %     128.43 %     103.08 %
Total nonperforming loans and leases as percentage of total loans and leases     0.61 %     0.67 %     0.83 %
Total nonperforming assets as percentage of total assets     0.44 %     0.54 %     0.66 %

 

The June 30, 2015, December 31, 2014, and June 30, 2014 columns in the above table exclude $3.7 million, $3.5 million, and $4.0 million, respectively, of acquired loans that are 90 days past due and accruing interest. These loans were originally recorded at fair value on the acquisition date of August 1, 2012. These loans are considered to be accruing as we can reasonably estimate future cash flows on these acquired loans and we expect to fully collect the carrying value of these loans. Therefore, we are accreting the difference between the carrying value of these loans and their expected cash flows into interest income.

 

Net loan and lease charge-offs totaled $316,000 for the three months ended June 30, 2015, compared to $564,000 for the same period in 2014. Annualized net charge offs for the six month period ended June 30, 2015 as a percentage of average total loans and leases was 0.04% compared to 0.07% for the six months ended June 30, 2014, compared to the most recent peer percentage is 0.09%.

 

The provision for loan and lease losses was $922,000 and $1.1 million for the three and six months ended June 30, 2015, compared to $67,000 and $810,000 for the same periods in 2014. The increase in provision for loan and lease losses in 2015 compared to 2014 was mainly a result of growth in total loans, which was partially offset by generally favorable asset quality trends, including reductions in classified loans and nonperforming loans, and lower net charge-offs.

 

Nonperforming assets include nonaccrual loans, troubled debt restructurings (“TDR”), and foreclosed real estate/other real estate owned. Nonperforming assets represented 0.44% of total assets at June 30, 2015, compared to 0.54% at December 31, 2014, and 0.66% at June 30, 2014. The Company’s ratio of nonperforming assets to total assets continues to compare favorably to our peer group’s most recent ratio of 0.88% at March 31, 2015.

 

Total nonperforming loans and leases were down $985,000 or 4.4% from year end 2014, and down $5.1 million or 19.1% from June 30, 2014. A breakdown of nonperforming loans by portfolio segment is shown above. The decrease in nonperforming commercial real estate loans since June 30, 2014 is mainly due to significant payments received on two large commercial relationships in 2014. The decrease in the line captioned, ‘Troubled debt restructurings not included above’, from year-end 2014 was a result of several loans performing in accordance with their modified terms for an extended period and therefore no longer required to be reported on this line item. Total nonperforming assets were down $4.1 million compared to December 31, 2014. The decrease is mainly due to the sale of one property that was acquired through foreclosure in the second quarter of 2014.

  

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Loans are considered modified in a TDR when, due to a borrower’s financial difficulties, the Company makes a concession(s) to the borrower that it would not otherwise consider and the borrower could not obtain elsewhere. These modifications may include, among others, an extension of the term of the loan, and granting a period when interest-only payments can be made, with the principal payments made over the remaining term of the loan or at maturity. TDRs are included in the above table within the following categories: “loans 90 days past due and accruing”, “nonaccrual loans”, or “troubled debt restructurings not included above”. Loans in the latter category include loans that meet the definition of a TDR but are performing in accordance with the modified terms and therefore classified as accruing loans. At June 30, 2015 the Company had $6.1 million in TDRs, and of that total $4.2 million were reported as nonaccrual and $1.9 million were considered performing and included in the table above.

 

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

 

The Company’s recorded investment in loans and leases that are considered impaired totaled $16.7 million at June 30, 2015, compared to $12.6 million at December 31, 2014 and $17.5 million at June 30, 2014. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans consist of our non-homogenous nonaccrual loans, and all TDRs. Specific reserves on individually identified impaired loans that are not collateral dependent are measured based on the present value of expected future cash flows discounted at the original effective interest rate of each loan. For loans that are collateral dependent, impairment is measured based on the fair value of the collateral less estimated selling costs, and such impaired amounts are generally charged off.

 

The year-to-date average recorded investment in impaired loans and leases was $20.7 million at June 30, 2015, compared to $19.2 million at June 30, 2014. At June 30, 2015 there was a specific reserve of $1.1 million on impaired loans compared to $1.2 million of specific reserves at December 31, 2014. The specific reserve of $1.1 million reported at June 30, 2015 includes a specific reserve of $735,000 for one commercial real estate loan in the originated portfolio and specific reserves of $387,000 on 5 loans within the acquired portfolio. The majority of impaired loans are collateral dependent impaired loans that have limited exposure or require limited specific reserve because of the amount of collateral support with respect to these loans and previous charge-offs. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured. In these cases, interest is recognized on a cash basis.

 

The ratio of the allowance to nonperforming loans (loans past due 90 days and accruing, nonaccrual loans and restructured troubled debt) was 139.36% at June 30, 2015, improved from 128.43% in December 31, 2014, and 103.08% at June 30, 2014. The improvement in the ratio reflects the decrease in nonperforming loans over the year as well as an increase in the total allowance. The Company’s nonperforming loans are mostly made up of collateral dependent impaired loans with limited exposure or requiring limited specific reserve due to the level of collateral available with respect to these loans and/or previous charge-offs. The Company’s peer group ratio as provided by the Federal Reserve Bank was 162.44% as of March 31, 2015.

 

Management reviews the loan portfolio continuously for evidence of potential problem loans and leases. Potential problem loans and leases are loans and leases that are currently performing in accordance with contractual terms, but where known information about possible credit problems of the related borrowers causes management to have doubt as to the ability of such borrowers to comply with the present loan payment terms and may result in such loans and leases becoming nonperforming at some time in the future. Management considers loans and leases classified as Substandard, which continue to accrue interest, to be potential problem loans and leases. The Company, through its internal loan review function, identified 32 commercial relationships from the originated portfolio and 22 commercial relationships from the acquired portfolio totaling $15.7 million and $11.4 million, respectively at June 30, 2015 that were potential problem loans. At December 31, 2014, the Company had identified 34 relationships totaling $14.8 million in the originated portfolio and 21 relationships totaling $8.8 million in the acquired portfolio that were potential problem loans. Of the 32 commercial relationships in the originated portfolio at June 30, 2015, that were Substandard, there were 5 relationships that equaled or exceeded $1.0 million, which in aggregate totaled $9.2 million, the largest of which was $3.5 million. Of the 22 commercial relationships from the acquired loan portfolio at June 30, 2015, that were Substandard, there were 3 relationships that equaled or exceeded $1.0 million, which in aggregate totaled $5.4 million, the largest of which is $2.0 million. The Company continues to monitor these potential problem relationships; however, management cannot predict the extent to which continued weak economic conditions or other factors may further impact borrowers. These loans remain in a performing status due to a variety of factors, including payment history, the value of collateral supporting the credits, and personal or government guarantees. These factors, when considered in the aggregate, give management reason to believe that the current risk exposure on these loans does not warrant accounting for these loans as nonperforming. However, these loans do exhibit certain risk factors, which have the potential to cause them to become nonperforming. Accordingly, management’s attention is focused on these credits, which are reviewed on at least a quarterly basis.

  

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Capital

Total equity was $505.4 million at June 30, 2015, an increase of $15.8 million or 3.2% from December 31, 2014. The increase reflects growth in retained earnings and additional paid-in capital.

 

Additional paid-in capital increased by $2.7 million, from $348.9 million at December 31, 2014, to $351.5 million at June 30, 2015. The increase is primarily attributable to the following: $1.6 million related to shares issued under the employee stock ownership plan, $1.6 million related to shares issued for the exercise of stock options, and $953,000 related to stock-based compensation. Retained earnings increased by $16.8 million from $165.2 million at December 31, 2014, to $182.0 million at June 30, 2015, reflecting net income of $30.1 million less dividends paid of $12.6 million. Retained earnings were also impacted by the adoption of accounting guidance related to accounting for investments in qualified affordable housing projects in the first quarter of 2015. The adoption resulted in a $725,000 reduction of retained earnings. Accumulated other comprehensive loss increased from a net loss of $24.0 million at December 31, 2014 to a net loss of $27.6 million at June 30, 2015, reflecting a $2.2 million decrease in unrealized gains on available-for-sale securities due to an increase in market rates, and a $1.4 million increase related to postretirement benefit plans. During the second quarter of 2015, the Company recorded a one-time; $3.2 million loss to accumulated other comprehensive income due to the curtailment of its defined benefit pension plan in accordance with FASB ASC 715. Under regulatory requirements, amounts reported as accumulated other comprehensive income/loss related to net unrealized gain or loss on available-for-sale securities and the funded status of the Company’s defined benefit post-retirement benefit plans do not increase or reduce regulatory capital and are not included in the calculation of risk-based capital and leverage ratios.

 

Cash dividends paid in the first six months of 2015 totaled approximately $12.6 million, representing 41.7% of year to date 2015 earnings. Cash dividends of $0.84 per common share paid in the first six months of 2015 were up 5.0% over cash dividends of $0.80 per common share paid in the first six months of 2014.

 

On July 24, 2014, the Company’s Board of Directors authorized, at the discretion of senior management, the repurchase of up to 400,000 shares of the Company’s outstanding common stock. Purchases may be made on the open market or in privately negotiated transactions over the 24 months following adoption of the repurchase program. The Company did not repurchase any shares during the first quarter and repurchased 27,892 shares in the second quarter of 2015 at an average price of $51.66. As of June 30, 2015 the Company has repurchased an aggregate of 129,358 shares under the plan at an average price of $46.75.

 

The Company and its banking subsidiaries are subject to various regulatory capital requirements administered by Federal banking agencies. In July 2013, the FRB approved and published the final Basel III Capital Rules establishing a new comprehensive capital framework for U.S. banking organizations. The rules implement the Basel Committee’s December 2010 framework known as “Basel III” for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. The Basel III Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions, including Tompkins Financial, compared to the current U.S. risk-based capital rules. The Basel III Capital Rules define the components of capital, and address risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios. It also replaces the existing risk-weighting approach, with a more risk-sensitive approach based, in part, on the standardized approach in the Basel Committee’s 2004 “Basel II” capital accords and implements the requirements of Section 939A of the Dodd-Frank Act to remove references to credit ratings utilized in the federal banking agencies’ rules. The Basel III Capital Rules were effective for Tompkins on January 1, 2015 (subject to a phase-in period).

 

As required under Dodd-Frank, a new capital ratio, “common equity tier 1 capital ratio” (CET1) was established. This ratio allows only common equity to qualify as tier 1 capital. The new CET1 ratio also will include most elements of accumulated other comprehensive income, including unrealized securities gains and losses, as part of both total regulatory capital (numerator) and total assets (denominator). Community banks however were given the opportunity to make a one-time irrevocable election to include or not to include certain elements of other comprehensive income, most notably unrealized securities gains or losses. Tompkins elected to not include the certain items of other comprehensive income in its capital calculation.

 

In addition to setting higher minimum capital ratios, the new rules, introduce a capital conservation buffer, which must be added to each of the minimum capital ratios and is designed to absorb losses during periods of economic stress. The capital conservation buffer will be phased-in over five years beginning on January 1, 2016 and will be set at 2.5% when fully phased-in. If a banking organization fails to hold capital above minimum capital ratios, including the capital conservation buffer, it will be subject to certain restrictions on capital distributions and discretionary bonus payments.

 

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

 

The following table provides a summary of the Company’s capital ratios as of June 30, 2015.

 

REGULATORY CAPITAL ANALYSIS
June 30, 2015   Actual   Well Capitalized Requirement
(dollar amounts in thousands)   Amount   Ratio   Amount   Ratio
Total Capital (to risk weighted assets)   $ 503,602       13.46 %   $ 374,020       10.00 %
Tier 1 Capital (to risk weighted assets)   $ 471,580       12.61 %   $ 299,216       8.00 %
Tier 1 Common Equity (to risk weighted assets)   $ 434,157       11.61 %   $ 243,113       6.50 %
Tier 1 Capital (to average assets)   $ 471,580       8.92 %   $ 264,342       5.00 %

 

As illustrated above, the Company’s capital ratios on June 30, 2015 remained above the minimum requirements for well capitalized institutions. Total capital as a percent of risk weighted assets decreased from 13.6% as of December 31, 2014 to 13.5% at June 30, 2015. Tier 1 capital as a percent of risk weighted assets decreased from 12.8% at the end of 2014 to 12.6% as of June 30, 2015. Tier 1 capital as a percent of average assets was 8.9% at June 30, 2015 up from 8.7% at year end December 31, 2014. Common equity tier 1 capital was 11.6% at the end of the second quarter of 2015, up from 11.5% at the end of the first quarter. All ratios were negatively impacted by the new Basel III requirements the Company was subject to in the reporting period.

 

As of June 30, 2015, the capital ratios for the Company’s subsidiary banks also exceeded the minimum levels required to be considered well capitalized.

 

Deposits and Other Liabilities

Total deposits of $4.2 billion at June 30, 2015 were flat compared to December 31, 2014 as a $66.8 million increase in money market savings and interest bearing checking deposits were offset by a $40.1 million decline in noninterest bearing deposits. The improvement in money market savings and interest checking deposits can be attributed primarily to municipal customers and reflects an inflow of tax receipts. The decrease in noninterest bearing balances was partially due to the seasonality experienced by the Company’s agricultural related businesses, as deposit balances generally accumulate at year end and are subsequently put to use during the first half of the year.

 

The most significant source of funding for the Company is core deposits. The Company defines core deposits as total deposits less time deposits of $250,000 or more, brokered deposits and municipal money market deposits. Core deposits of $3.4 billion were relatively flat at June 30, 2015 compared to year-end 2014. Core deposits represented 80.7% of total deposits at June 30, 2015, compared to 81.1% of total deposits at December 31, 2014.

 

Municipal money market savings and interest checking accounts of $706.8 million at June 30, 2015 increased $48.6 million or 7.4% from $658.2 million at year-end 2014. In general, there is a seasonal pattern to municipal deposits starting with a low point during July and August. Account balances tend to increase throughout the fall and into the winter months from tax deposits and the Company receive an additional inflow at the end of March from the electronic deposit of state funds.

 

The Company uses both retail and wholesale repurchase agreements. Retail repurchase agreements are arrangements with local customers of the Company, in which the Company agrees to sell securities to the customer with an agreement to repurchase those securities at a specified later date. Retail repurchase agreements totaled $45.3 million at June 30, 2015, and $60.7 million at December 31, 2014. Management generally views local repurchase agreements as an alternative to large time deposits. The Company’s wholesale repurchase agreements totaled $85.7 million at June 30, 2015 and included $55.0 million with the FHLB and $30.7 million with a large financial institution. Wholesale repurchase agreements totaled $86.3 million at December 31, 2014.

 

The Company’s other borrowings totaled $493.3 million at June 30, 2015, up $136.8 million or 38.4% from $356.5 million at December 31, 2014. Borrowings at June 30, 2015 included $249.0 million in FHLB overnight advances, $230.8 million of FHLB term advances, and a $13.5 million advance from a bank. Borrowings at year-end 2014 included $232.1 million in overnight advances from FHLB, $111.0 million of FHLB term advances, and a $13.5 million advance from a bank. The increase in term borrowings reflects growth in earning assets as deposit balances remained flat during the period. Of the $230.8 million in FHLB term advance at June 30, 2015, $160.1 million is due over one year. In 2007, the Company elected the fair value option under FASB ASC Topic 825 for a $10.0 million advance with the FHLB. The fair value of this advance decreased by $145,000 (net mark-to-market gain of $145,000) over the six months ended June 30, 2015.

 

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Liquidity

The objective of liquidity management is to ensure the availability of adequate funding sources to satisfy the demand for credit, deposit withdrawals, and business investment opportunities. The Company’s large, stable core deposit base and strong capital position are the foundation for the Company’s liquidity position. The Company uses a variety of resources to meet its liquidity needs, which include deposits, cash and cash equivalents, short-term investments, cash flow from lending and investing activities, repurchase agreements, and borrowings. The Company’s Asset/Liability Management Committee monitors asset and liability positions of the Company’s subsidiary banks individually and on a combined basis. The Committee reviews periodic reports on liquidity and interest rate sensitivity positions. Comparisons with industry and peer groups are also monitored. The Company’s strong reputation in the communities it serves, along with its strong financial condition, provides access to numerous sources of liquidity as described below. Management believes these diverse liquidity sources provide sufficient means to meet all demands on the Company’s liquidity that are reasonably likely to occur.

 

Core deposits, discussed above under “Deposits and Other Liabilities”, are a primary and low cost funding source obtained primarily through the Company’s branch network. In addition to core deposits, the Company uses non-core funding sources to support asset growth. These non-core funding sources include time deposits of $250,000 or more, brokered time deposits, national deposit listing services, municipal money market deposits, bank borrowings, securities sold under agreements to repurchase and overnight and term advances from the FHLB. Rates and terms are the primary determinants of the mix of these funding sources. Non-core funding sources of $1.4 billion at June 30, 2015 increased $144.0 million or 11.1% as compared to year end 2014. Non-core funding sources, as a percentage of total liabilities, were 29.1% at June 30, 2015, compared to 27.0% at December 31, 2014. The increase in non-core funding sources reflects an increase in mainly in term borrowings from the FHLB.

 

Non-core funding sources may require securities to be pledged against the underlying liability. Securities carried at $1.2 billion and $1.1 billion at June 30, 2015 and December 31, 2014, respectively, were either pledged or sold under agreements to repurchase. Pledged securities represented 75.3% of total securities at June 30, 2015, compared to 72.3% of total securities at December 31, 2014.

 

Cash and cash equivalents totaled $60.1 million as of June 30, 2015 which increased from $56.1 million at December 31, 2014. Short-term investments, consisting of securities due in one year or less, decreased from $79.8 million at December 31, 2014, to $73.3 million on June 30, 2015. The Company also had $8.2 million of securities designated as trading securities at June 30, 2015.

 

Cash flow from the loan and investment portfolios provides a significant source of liquidity. These assets may have stated maturities in excess of one year, but have monthly principal reductions. Total mortgage-backed securities, at fair value, were $762.8 million at June 30, 2015 compared with $769.3 million at December 31, 2014. Outstanding principal balances of residential mortgage loans, consumer loans, and leases totaled approximately $1.1 billion at June 30, 2015 as compared to $1.1 billion at December 31, 2014. Aggregate amortization from monthly payments on these assets provides significant additional cash flow to the Company.

 

Liquidity is enhanced by ready access to national and regional wholesale funding sources including Federal funds purchased, repurchase agreements, brokered certificates of deposit, and FHLB advances. Through its subsidiary banks, the Company has borrowing relationships with the FHLB and correspondent banks, which provide secured and unsecured borrowing capacity. At June 30, 2015, the unused borrowing capacity on established lines with the FHLB was $1.2 billion. As members of the FHLB, the Company’s subsidiary banks can use certain unencumbered mortgage-related assets and securities to secure additional borrowings from the FHLB. At June 30, 2015, total unencumbered residential mortgage loans and securities of the Company were $491.2 million. Additional assets may also qualify as collateral for FHLB advances upon approval of the FHLB.

 

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

 

Item 3. Quantitative and Qualitative Disclosure About Market Risk

 

Interest rate risk is the primary market risk category associated with the Company’s operations. Interest rate risk refers to the volatility of earnings caused by changes in interest rates. The Company manages interest rate risk using income simulation to measure interest rate risk inherent in its on-balance sheet and off-balance sheet financial instruments at a given point in time. The simulation models are used to estimate the potential effect of interest rate shifts on net interest income for future periods. Each quarter, the Company’s Asset/Liability Management Committee reviews the simulation results to determine whether the exposure of net interest income to changes in interest rates remains within levels approved by the Company’s Board of Directors. The Committee also considers strategies to manage this exposure and incorporates these strategies into the investment and funding decisions of the Company. The Company does not currently use derivatives, such as interest rate swaps, to manage its interest rate risk exposure, but may consider such instruments in the future.

 

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The Company’s Board of Directors has set a policy that interest rate risk exposure will remain within a range whereby net interest income will not decline by more than 10% in one year as a result of a 100 basis point parallel change in rates. Based upon the simulation analysis performed as of May 31, 2015 a 200 basis point parallel upward change in interest rates over a one-year time frame would result in a one-year decrease in net interest income from the base case of approximately 1.6%, while a 100 basis point parallel decline in interest rates over a one-year period would result in an decrease in one-year net interest income from the base case of 1.3%. The simulation assumes no balance sheet growth and no management action to address balance sheet mismatches.

 

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

 

Although the simulation model is useful in identifying potential exposure to interest rate movements, actual results may differ from those modeled as the repricing, maturity, and prepayment characteristics of financial instruments may change to a different degree than modeled. In addition, the model does not reflect actions that management may employ to manage the Company’s interest rate risk exposure. The Company’s current liquidity profile, capital position, and growth prospects, offer a level of flexibility for management to take actions that could offset some of the negative effects of unfavorable movements in interest rates. Management believes the current exposure to changes in interest rates is not significant in relation to the earnings and capital strength of the Company.

 

In addition to the simulation analysis, management uses an interest rate gap measure. The table below is a Condensed Static Gap Report, which illustrates the anticipated repricing intervals of assets and liabilities as of June 30, 2015. The Company’s one-year net interest rate gap was a negative $368.7 million or 6.78% of total assets at June 30, 2015, compared with a negative $225.8 million or 4.28% of total assets at December 31, 2014. A negative gap position exists when the amount of interest-bearing liabilities maturing or repricing exceeds the amount of interest-earning assets maturing or repricing within a particular time period. This analysis suggests that the Company’s net interest income is moderately more vulnerable to an increasing rate environment than it is to a prolonged declining interest rate environment. An interest rate gap measure could be significantly affected by external factors such as a rise or decline in interest rates, loan or securities prepayments, and deposit withdrawals.

 

Condensed Static Gap – June 30, 2015   Repricing Interval
                
(in thousands)   Total  0-3 months  3-6 months  6-12 months  Cumulative 12 months
                
Interest-earning assets  $5,086,290   $1,009,984   $219,555   $483,779   $1,713,318 
Interest-bearing liabilities   3,882,665    1,653,991    157,777    270,212    2,081,980 
Net gap position        (644,007)   61,778    213,567    (368,662)
Net gap position as a percentage of total assets        (11.85%)   1.14%   3.93%   (6.78%)

 

Balances of available securities are shown at amortized cost

 

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Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2015. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report on Form 10-Q, the Company’s disclosure controls and procedures were effective.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2015, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Due to the nature of the Company’s business, the Company is party to a certain amount of litigation arising out of the ordinary course of the Company’s business. In the opinion of management, there are no pending claims which, if determined adversely, would have a material effect on the Company’s results of operations or financial condition.

 

Item 1A. Risk Factors

 

There have been no material changes in the risk factors previously disclosed under Item 1A. of the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2014.

 

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

 

Issuer Purchases of Equity Securities
   Total Number of
Shares Purchased (a)
  Average Price Paid Per Share (b)  Total Number of
Shares Purchased
as Part of Publicly Announced Plans or Programs (c)
  Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or Programs (d)
                     
April 1, 2015 through April 30, 2015   3,180   $53.95    0    298,534 
                     
May 1, 2015 through May 31, 2015   13,310    51.49    8,685    289,849 
                     
June 1, 2015 through June 30, 2015   19,207    51.74    19,207    270,642 
                     
Total   35,697   $51.85    27,892    270,642 

 

Included in the table above are 1,752 shares purchased in April 2015, at an average cost of $54.26, and 617 shares purchased in May 2015, at an average cost of $51.05 by the trustee of the rabbi trust established by the Company under the Company’s Stock Retainer Plan For Eligible Directors of Tompkins Financial Corporation and Participating Subsidiaries and were part of the director deferred compensation under that plan. In addition, (i) 1,428 shares tendered by employees, with an average value of $53.57, in April 2015, in order to cover option exercise prices, and (ii) 4,008 shares, with an average value of $51.57, which were withheld in May 2015 from vested restricted stock grants in order to fund the employee’s tax liabilities in connection therewith.

 

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On July 24, 2014, the Company’s Board of Directors authorized a new stock repurchase plan for the Company to repurchase up to 400,000 shares of the Company’s common stock. Purchases may be made over the 24 months following adoption of the plan. The repurchase program may be suspended, modified or terminated at any time for any reason. As of the date of this report, the Company has repurchased 129,358 shares under this program, at an average price of $46.75.

 

Recent Sales of Unregistered Securities

 

None

 

Item 3. Defaults Upon Senior Securities

 

  None

 

Item 4. Mine Safety Disclosure

 

  Not applicable

 

Item 5. Other Information

 

  None

 

Item 6. Exhibits

 

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

 

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SIGNATURES

 

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

 

Date: August 10, 2015

 

TOMPKINS FINANCIAL CORPORATION

 

By: /S/ Stephen S. Romaine  
  Stephen S. Romaine  
  President and Chief Executive Officer  
  (Principal Executive Officer)  
     
By: /S/ Francis M. Fetsko  
  Francis M. Fetsko  
  Executive Vice President, Chief Financial Officer, and Chief Operating Officer  
  (Principal Financial Officer)  
  (Principal Accounting Officer)  

 

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EXHIBIT INDEX

 

Exhibit Number Description
31.1 Certification of Principal Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
   
31.2 Certification of Principal Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
   
32.1 Certification of Principal Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, 18 U.S.C. Section 1350.
   
32.2 Certification of Principal Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, 18 U.S.C. Section 1350.
   
101 The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Condition as of June 30, 2015 and December 31, 2014; (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2015 and 2014; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014; (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014; (v) Condensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2015 and 2014; and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.

 

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