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United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2025

 

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.)

118 E. Seneca Street, P.O. Box 460, Ithaca, NY

(Address of principal executive offices)

14851

(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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.10 par value			TMP			NYSE American, LLC

 

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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐.

 

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

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of Exchange Act.☐

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: 14,434,454 shares as of May 1, 2025.

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TOMPKINS FINANCIAL CORPORATION

 

FORM 10-Q

 

INDEX

PART I -FINANCIAL INFORMATION
									PAGE
			Item 1 –			Financial Statements Consolidated Statements of Condition as of March 31, 2025 (Unaudited) and December 31, 2024 (Audited)			1
						Consolidated Statements of Income for the three months ended March 31, 2025 and 2024 (Unaudited)			2
						Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024 (Unaudited)			3
						Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)			4
						Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2025 and 2024 (Unaudited)			6
						Notes to Unaudited Consolidated Financial Statements			7
			Item 2 -			Management’s Discussion and Analysis of Financial Condition and Results of Operations			41
			Item 3 -			Quantitative and Qualitative Disclosures About Market Risk			58
			Item 4 -			Controls and Procedures			59
PART II - OTHER INFORMATION
			Item 1 –			Legal Proceedings			60
			Item 1A – Risk Factors						60
			Item 2 –			Unregistered Sales of Equity Securities and Use of Proceeds			60
			Item 3 -			Defaults Upon Senior Securities			61
			Item 4 -			Mine Safety Disclosures			61
			Item 5 -			Other Information			61
			Item 6 -			Exhibits			61
SIGNATURES									63

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Glossary of Abbreviations and Acronyms

The acronyms and abbreviations identified below are used throughout this report, including the Notes to Consolidated Financial Statements. You may find it helpful to refer to this page as you read this report. All references in the glossary to laws are to those laws as amended from time to time.

Term			Definition
ACL			Allowance for credit losses
AFS			Available for sale
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
BHC Act			Bank Holding Company Act of 1956
BOLI			Bank owned life insurance
CECL			Current Expected Credit Losses
CRE			Commercial real estate
DIF			Deposit Insurance Fund
Dodd-Frank Act			Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
ECL			Expected credit losses
ESOP			Employee Stock Ownership Plan
Exchange Act			Securities Exchange Act of 1934
FASB			Financial Accounting Standards Board
FDIC			Federal Deposit Insurance Corporation
FHLB			Federal Home Loan Bank
FHLBNY			Federal Home Loan Bank of New York
FHLMC			Federal Home Loan Mortgage Corporation
FRB			Federal Reserve Board
GAAP			U.S. Generally Accepted Accounting Principles
HTM			Held to maturity
NYSDFS			New York State Department of Financial Services
OREO			Other real estate owned
PCA			Prompt corrective action
PCD			Purchased with credit deterioration
PCI			Purchased credit impaired
ROU			Right-of-use
Sarbanes-Oxley			Sarbanes-Oxley Act of 2002
SBIC			Small business investment companies
SEC			Securities and Exchange Commission
Securities Act			Securities Act of 1933
SERP			Supplemental employee retirement plan
SONYMA			State of New York Mortgage Agency
TDR			Troubled debt restructuring
Tompkins Annual Report			Tompkins Annual Report on Form 10-K for the year ended December 31, 2024
Tompkins Insurance			Tompkins Insurance Agencies, Inc.
Tompkins or the Company			Tompkins Financial Corporation

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Item 1. Financial Statements

TOMPKINS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CONDITION

(In thousands, except share and per share data)			As of			As of
ASSETS			03/31/2025			12/31/2024
			(unaudited)			(audited)
Cash and noninterest bearing balances due from banks			$	81,382		$	53,635
Interest bearing balances due from banks			111,683			80,763
Cash and Cash Equivalents			193,065			134,398
Available-for-sale debt securities, at fair value (amortized cost of $1,373,444 at March 31, 2025 and $1,367,123 at December 31, 2024)			1,259,342			1,231,532
Held-to-maturity debt securities, at amortized cost (fair value of $274,820 at March 31, 2025 and $267,295 at December 31, 2024)			312,477			312,462
Equity securities, at fair value			783			768
Total loans and leases, net of unearned income and deferred costs and fees			6,066,645			6,019,922
Less: Allowance for credit losses			61,023			56,496
Net Loans and Leases			6,005,622			5,963,426
Federal Home Loan Bank and other stock			29,127			42,255
Bank premises and equipment, net			75,819			76,627
Corporate owned life insurance			77,063			76,448
Goodwill			92,602			92,602
Other intangible assets, net			2,176			2,203
Accrued interest and other assets			151,577			176,359
Total Assets			$	8,199,653		$	8,109,080
LIABILITIES
Deposits:
Interest bearing:
Checking, savings and money market			3,749,888			3,558,946
Time			1,183,548			1,068,375
Noninterest bearing			1,820,066			1,844,484
Total Deposits			6,753,502			6,471,805
Federal funds purchased and securities sold under agreements to repurchase			122,985			37,036
Other borrowings			493,247			790,247
Other liabilities			88,542			96,548
Total Liabilities			$	7,458,276		$	7,395,636
EQUITY
Tompkins Financial Corporation shareholders' equity:
Common Stock - par value $0.10 per share: Authorized 25,000,000 shares; Issued: 14,464,974 at March 31, 2025; and 14,468,013 at December 31, 2024			1,447			1,447
Additional paid-in capital			299,013			300,073
Retained earnings			547,887			537,157
Accumulated other comprehensive loss			(102,210)			(118,492)
Treasury stock, at cost – 96,360 shares at March 31, 2025, and 131,497 shares at December 31, 2024			(4,760)			(6,741)
Total Equity			$	741,377		$	713,444
Total Liabilities and Equity			$	8,199,653		$	8,109,080

See notes to unaudited consolidated financial statements.

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TOMPKINS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME 

			Three Months Ended
(In thousands, except per share data) (Unaudited)			03/31/2025			03/31/2024
INTEREST AND DIVIDEND INCOME
Loans			$	78,630		$	71,599
Due from banks			175			154
Available-for-sale debt securities			8,729			9,611
Held-to-maturity debt securities			1,217			1,218
Federal Home Loan Bank and other stock			711			601
Total Interest and Dividend Income			89,462			83,183
INTEREST EXPENSE
Time certificates of deposits of $250,000 or more			4,507			4,010
Other deposits			22,143			20,424
Federal funds purchased and securities sold under agreements to repurchase			41			13
Other borrowings			6,109			8,061
Total Interest Expense			32,800			32,508
Net Interest Income			56,662			50,675
Less: Provision for credit loss expense			5,287			854
Net Interest Income After Provision for Credit Loss Expense			51,375			49,821
NONINTEREST INCOME
Insurance commissions and fees			11,599			10,259
Wealth management fees			5,119			4,937
Service charges on deposit accounts			1,805			1,796
Card services income			2,626			2,939
Other income			3,869			2,220
Net gain (loss) on securities transactions			14			(14)
Total Noninterest Income			25,032			22,137
NONINTEREST EXPENSE
Salaries and wages			24,977			24,697
Other employee benefits			7,100			6,411
Net occupancy expense of premises			3,570			3,557
Furniture and fixture expense			1,787			2,125
Amortization of intangible assets			84			76
Other operating expense			13,089			12,991
Total Noninterest Expenses			50,607			49,857
Income Before Income Tax Expense			25,800			22,101
Income Tax Expense			6,121			5,198
Net Income Attributable to Noncontrolling Interests and Tompkins Financial Corporation			19,679			16,903
Less: Net Income Attributable to Noncontrolling Interests			0			31
Net Income Attributable to Tompkins Financial Corporation			$	19,679		$	16,872
Basic Earnings Per Share			$	1.38		$	1.19
Diluted Earnings Per Share			$	1.37		$	1.18

 

See notes to unaudited consolidated financial statements.

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TOMPKINS FINANCIAL CORPORATION

 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 

			Three Months Ended
(In thousands) (Unaudited)			03/31/2025			03/31/2024
Net income (loss) attributable to noncontrolling interests and Tompkins Financial Corporation			$	19,679		$	16,903
Other comprehensive (loss) income, net of tax:
Available-for-sale debt securities:
Change in net unrealized gain ( loss) during the period			16,117			(10,028)
Employee benefit plans:
Amortization of net retirement plan actuarial loss			128			183
Amortization of net retirement plan prior service cost			37			34
Other comprehensive income (loss)			16,282			(9,811)
Subtotal comprehensive income (loss) attributable to noncontrolling interests and Tompkins Financial Corporation			35,961			7,092
Less: Net income attributable to noncontrolling interests			0			31
Total comprehensive income (loss) attributable to Tompkins Financial Corporation			$	35,961		$	7,061

See notes to unaudited consolidated financial statements.

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TOMPKINS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Three Months Ended
(In thousands) (Unaudited)			03/31/2025			03/31/2024
OPERATING ACTIVITIES
Net income attributable to Tompkins Financial Corporation			$	19,679		$	16,872
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit loss expense			5,287			854
Depreciation and amortization of premises, equipment, and software			2,195			3,006
Amortization of intangible assets			84			76
Earnings from corporate owned life insurance			(615)			(551)
Net amortization on securities			(393)			(297)
Amortization/accretion related to purchase accounting			(63)			(289)
Net (gain) loss on securities transactions			(14)			14
Net gain on sale of loans originated for sale			(454)			(73)
Proceeds from sale of loans originated for sale			12,036			1,216
Loans originated for sale			(11,300)			(540)
Net loss (gain) on sale of bank premises and equipment			27			(174)
Stock-based compensation expense			943			984
Increase in accrued interest receivable			(48)			(2,494)
Increase in accrued interest payable			(532)			(353)
Other, net			(4,607)			4,990
Net Cash Provided by Operating Activities			22,225			23,241
INVESTING ACTIVITIES
Proceeds from maturities, calls and principal paydowns of available-for-sale debt securities			29,979			38,972
Purchases of available-for-sale debt securities			(35,922)			(1,678)
Net increase in loans			(47,398)			(36,490)
Proceeds from sale/redemptions of Federal Home Loan Bank stock			36,258			22,704
Purchases of Federal Home Loan Bank and other stock			(23,130)			(19,088)
Proceeds from sale of bank premises and equipment			0			214
Purchases of bank premises, equipment and software			(1,353)			(1,389)
Purchase of corporate owned life insurance			0			(6,250)
Proceeds from redemption of corporate owned life insurance			0			3,115
Proceeds from sale of other real estate owned			16,131			174
Other, net			0			(588)
Net Cash (Used in) Provided by Investing Activities			(25,435)			(304)
FINANCING ACTIVITIES
Net increase in demand, money market, and savings deposits			166,524			73,428
Net increase (decrease) in time deposits			115,234			(23,466)
Net increase (decrease) in Federal funds purchased and securities sold under agreements to repurchase			85,949			(7,315)
Increase in other borrowings			48,000			0
Repayment of other borrowings			(345,000)			(79,500)
Cash dividends			(8,833)			(8,526)
Common stock issued			28			41
Net shares issued related to restricted stock awards			(25)			0
Net Cash Provided by (Used in) Financing Activities			61,877			(45,338)
Net Increase (Decrease) in Cash and Cash Equivalents			58,667			(22,401)
Cash and cash equivalents at beginning of period			134,398			79,542
Total Cash and Cash Equivalents at End of Period			$	193,065		$	57,141

See notes to unaudited consolidated financial statements.

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TOMPKINS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

			Three Months Ended
(In thousands) (Unaudited)			03/31/2025			03/31/2024
Supplemental Information:
Cash paid during the year for - Interest			$	33,392		$	33,053
Cash paid during the year for - Taxes			273			1,460
Right-of-use assets obtained in exchange for new lease liabilities			1,496			181

 

See notes to unaudited consolidated financial statements.

 

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TOMPKINS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands except share and per share data)(Unaudited)			Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Non- controlling Interests			Total
Balances at January 1, 2024			$	1,444		$	297,183		$	501,510		$	(125,005)		$	(6,610)		$	1,412		$	669,934
Net income attributable to noncontrolling interests and Tompkins Financial Corporation									16,872									31			16,903
Other comprehensive loss												(9,811)									(9,811)
Total Comprehensive Income																					7,092
Cash dividends ($0.60 per share)									(8,643)												(8,643)
Treasury stock issued (900 shares)						41									12						53
Stock-based compensation expense						984															984
Directors deferred compensation plan (7,620 shares)						(418)									418						0
Restricted stock activity (1,801 shares)						0															0
Adjustment due to the adoption of ASU 2023-02									(71)												(71)
Partial repurchase of noncontrolling interest																		(11)			(11)
Balances at March 31, 2024			$	1,444		$	297,790		$	509,668		$	(134,816)		$	(6,180)		$	1,432		$	669,338
Balances at January 1, 2025			$	1,447		$	300,073		$	537,157		$	(118,492)		$	(6,741)		$	0		$	713,444
Net income attributable to Tompkins Financial Corporation									19,679									0			19,679
Other comprehensive income												16,282									16,282
Total Comprehensive Income																					35,961
Cash dividends ($0.62 per share)									(8,949)												(8,949)
Treasury Stock (549 shares)						28									7						35
Stock-based compensation expense						911															911
Directors deferred compensation plan (34,588 shares)						(1,974)									1,974						0
Restricted stock activity (3,039 shares)						(25)															(25)
Balances at March 31, 2025			$	1,447		$	299,013		$	547,887		$	(102,210)		$	(4,760)		$	0		$	741,377

 

See notes to unaudited consolidated financial statements.

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NOTES TO UNAUDITED 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 March 31, 2025, the Company had one wholly-owned banking subsidiary, Tompkins Community Bank. Tompkins Community Bank provides a full array of trust and wealth management services under the Tompkins Financial Advisors brand, including investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. The Company also has a wholly-owned insurance agency subsidiary, Tompkins Insurance Agencies, Inc. ("Tompkins Insurance"). The Company’s principal offices are located at 118 E. Seneca Street, Ithaca, New York, 14850, and its telephone number is (888) 503-5753. The Company’s common stock is traded on the NYSE American 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 American for listed companies.

Tompkins Community Bank is subject to examination and comprehensive regulation by various regulatory authorities, including the Federal Deposit Insurance Corporation ("FDIC"), and the New York State Department of Financial Services ("NYSDFS"). 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. These agencies also examine and regulate the trust business of Tompkins Community Bank.

Tompkins Insurance 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 U.S. Generally Accepted Accounting Principles ("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 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 policy that management considers critical in this respect is the determination of the allowance for credit losses.

 

In management’s opinion, the unaudited 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, 2025. The unaudited 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, 2024.

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.

 

Newly Adopted Accounting Standards

ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim

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basis. The amendments in this ASU are effective for the Company for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Adoption did not have a significant effect on our financial statements or disclosures.

ASU No. 2024-02, "Codification Improvements," removes all references to FASB Concepts Statements from the FASB Accounting Standards Codification to simplify the Codification. The amendments in this ASU are effective for the Company for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Adoption did not have a significant effect on our financial statements or disclosures.

Accounting Standards Pending Adoption

ASU No. 2023-06, "Disclosure Improvements," amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. The new guidance is intended to align GAAP requirements with those of the SEC. The ASU will become effective for each amendment on the earlier of the date on which the SEC's removal of its related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or June 30, 2027. Early adoption is prohibited. Adoption of ASU 2023-06 is not expected to have a material impact on our consolidated financial statements.

ASU No. 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures." The amendments in this update relate to the rate reconciliation and income taxes paid disclosures to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Tompkins is currently evaluating the potential impact of ASU 2023-09 on our consolidated financial statements.

ASU No. 2024-03, "Disaggregation of Income Statement Expenses," requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense captions, including employee compensation, depreciation, and intangible asset amortization. Tompkins is required to adopt this ASU prospectively for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption and retrospective application are permitted.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

3. Securities

Available-for-Sale Debt Securities

The following table summarizes available-for-sale debt securities held by the Company at March 31, 2025:

March 31, 2025
(In thousands)			Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
U.S. Treasuries			$	75,232		$	218		$	2,941		$	72,509
Obligations of U.S. Government sponsored entities			399,006			4,751			16,309			387,448
Obligations of U.S. states and political subdivisions			85,483			5			8,605			76,883
Mortgage-backed securities – residential, issued by
U.S. Government agencies			65,124			6			4,479			60,651
U.S. Government sponsored entities			746,099			2,951			89,677			659,373
U.S. corporate debt securities			2,500			0			22			2,478
Total available-for-sale debt securities			$	1,373,444		$	7,931		$	122,033		$	1,259,342

 

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The following table summarizes available-for-sale debt securities held by the Company at December 31, 2024:

December 31, 2024
(In thousands)			Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
U.S. Treasuries			$	75,141		$	140		$	3,784		$	71,497
Obligations of U.S. Government sponsored entities			398,648			2,008			20,376			380,280
Obligations of U.S. states and political subdivisions			86,328			4			8,638			77,694
Mortgage-backed securities – residential, issued by
U.S. Government agencies			68,130			3			4,879			63,254
U.S. Government sponsored entities			736,376			1,680			101,696			636,360
U.S. corporate debt securities			2,500			0			53			2,447
Total available-for-sale debt securities			$	1,367,123		$	3,835		$	139,426		$	1,231,532

Held-to-Maturity Debt Securities

The following table summarizes held-to-maturity debt securities held by the Company at March 31, 2025:

March 31, 2025
(In thousands)			Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
U.S. Treasuries			$	85,994		$	0		$	9,468		$	76,526
Obligations of U.S. Government sponsored entities			226,483			0			28,189			198,294
Total held-to-maturity debt securities			$	312,477		$	0		$	37,657		$	274,820

The following table summarizes held-to-maturity debt securities held by the Company at December 31, 2024:

December 31, 2024
(In thousands)			Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
U.S. Treasuries			$	86,049		$	0		$	11,361		$	74,688
Obligations of U.S. Government sponsored entities			226,413			0			33,806			192,607
Total held-to-maturity debt securities			$	312,462		$	0		$	45,167		$	267,295

 

The Company may from time to time sell debt securities from its available-for-sale portfolio. There were no sales of available-for-sale debt securities for the three months ended March 31, 2025 or the three months ended March 31, 2024. The Company's available-for-sale portfolio includes callable securities that may be called prior to maturity. There were no realized gains (losses) on called available-for-sale debt securities for the three months ended March 31, 2025 or the three months ended March 31, 2024. The Company also recognized net gains on equity securities of $14,000 for the three months ended March 31, 2025 and net losses of $14,000 for the same period during 2024, reflecting the change in fair value.

 

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The following table summarizes available-for-sale debt securities that had unrealized losses at March 31, 2025:

			Less than 12 Months						12 Months or Longer						Total
(In thousands)			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses
U.S. Treasuries			$	0		$	0		$	57,882		$	2,941		$	57,882		$	2,941
Obligations of U.S. Government sponsored entities			14,498			111			191,986			16,198			206,484			16,309
Obligations of U.S. states and political subdivisions			3,172			23			72,834			8,582			76,006			8,605
Mortgage-backed securities – residential, issued by
U.S. Government agencies			26,030			155			34,331			4,324			60,361			4,479
U.S. Government sponsored entities			37,356			340			514,281			89,337			551,637			89,677
U.S. corporate debt securities			0			0			2,478			22			2,478			22
Total available-for-sale debt securities			$	81,056		$	629		$	873,792		$	121,404		$	954,848		$	122,033

The following table summarizes available-for-sale debt securities that had unrealized losses at December 31, 2024:

			Less than 12 Months						12 Months or Longer						Total
(In thousands)			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses
U.S. Treasuries			$	0		$	0		$	57,019		$	3,784		$	57,019		$	3,784
Obligations of U.S. Government sponsored entities			14,085			515			188,296			19,861			202,381			20,376
Obligations of U.S. states and political subdivisions			3,159			36			73,657			8,602			76,816			8,638
Mortgage-backed securities – residential, issued by
U.S. Government agencies			27,082			89			35,879			4,790			62,961			4,879
U.S. Government sponsored entities			32,063			502			523,353			101,194			555,416			101,696
U.S. corporate debt securities			0			0			2,447			53			2,447			53
Total available-for-sale debt securities			$	76,389		$	1,142		$	880,651		$	138,284		$	957,040		$	139,426

The following table summarizes held-to-maturity debt securities that had unrealized losses at March 31, 2025:

			Less than 12 Months						12 Months or Longer						Total
(In thousands)			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses
U.S. Treasuries			$	0		$	0		$	76,526		$	9,468		$	76,526		$	9,468
Obligations of U.S. Government sponsored entities			0			0			198,294			28,189			198,294			28,189
Total held-to-maturity debt securities			$	0		$	0		$	274,820		$	37,657		$	274,820		$	37,657

The following table summarizes held-to-maturity debt securities that had unrealized losses at December 31, 2024:

			Less than 12 Months						12 Months or Longer						Total
(In thousands)			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses
U.S. Treasuries			$	0		$	0		$	74,688		$	11,361		$	74,688		$	11,361
Obligations of U.S. Government sponsored entities			0			0			192,607			33,806			192,607			33,806
Total held-to-maturity debt securities			$	0		$	0		$	267,295		$	45,167		$	267,295		$	45,167

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The Company evaluates available-for-sale debt securities for expected credit losses ("ECL") in unrealized loss positions at each measurement date to determine whether the decline in the fair value below the amortized cost basis is due to credit-related factors or noncredit-related factors.

Factors that may be indicative of ECL include, but are not limited to, the following:

•Extent to which the fair value is less than the amortized cost basis.

•Adverse conditions specifically related to the security, an industry, or geographic area (changes in technology, business practice).

•Payment structure of the debt security with respect to underlying issuer or obligor.

•Failure of the issuer to make scheduled payment of principal and/or interest.

•Changes to the rating of a security or issuer by a nationally recognized statistical rating organization.

•Changes in tax or regulatory guidelines that impact a security or underlying issuer.

For available-for-sale debt securities in an unrealized loss position, the Company evaluates the securities to determine whether the decline in the fair value below the amortized cost basis is the result of changes in interest rates or reflects a fundamental change in the creditworthiness of the underlying issuer. Any impairment that is not credit related is recognized in other comprehensive income (loss), net of applicable taxes. Credit-related impairment is recognized as an allowance for credit losses ("ACL") on the Consolidated Statements of Condition, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Both the ACL and the adjustment to net income may be reversed if conditions change.

Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Management has made the accounting policy election to exclude accrued interest receivable on held-to-maturity debt securities from the estimate of credit losses. As of March 31, 2025, the held-to- maturity portfolio consisted of U.S. Treasury securities and securities issued by U.S. government-sponsored enterprises, including The Federal National Mortgage Agency and the Federal Farm Credit Banks Funding Corporation. U.S. Treasury securities are backed by the full faith and credit of and/or guaranteed by the U.S. government, and it is expected that the securities will not be settled at prices less than the amortized cost bases of the securities. Securities issued by U.S. government agencies or U.S. government-sponsored enterprises carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as "low-risk," and have a long history of zero credit loss. As such, the Company did not record an allowance for credit losses for these securities as of March 31, 2025 or December 31, 2024.

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-related quality of the investment securities. The Company does not have the intent to sell these securities and does not believe it is more likely than not that the Company will be required to sell these securities before a recovery of amortized cost.

The Company did not recognize any net credit impairment charge to earnings on investment securities in the first quarter of 2025 or the first quarter of 2024.

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.

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March 31, 2025
(In thousands)			Amortized Cost			Fair Value
Available-for-sale debt securities:
Due in one year or less			$	120,400		$	119,965
Due after one year through five years			226,338			217,042
Due after five years through ten years			213,159			200,515
Due after ten years			2,324			1,796
Total			562,221			539,318
Mortgage-backed securities			811,223			720,024
Total available-for-sale debt securities			$	1,373,444		$	1,259,342

December 31, 2024
(In thousands)			Amortized Cost			Fair Value
Available-for-sale debt securities:
Due in one year or less			$	100,000		$	99,153
Due after one year through five years			227,502			215,976
Due after five years through ten years			212,789			199,457
Due after ten years			22,326			17,332
Total			562,617			531,918
Mortgage-backed securities			804,506			699,614
Total available-for-sale debt securities			$	1,367,123		$	1,231,532

March 31, 2025
(In thousands)			Amortized Cost			Fair Value
Held-to-maturity debt securities:
Due after one year through five years			$	117,164		$	104,526
Due after five years through ten years			195,313			170,294
Total held-to-maturity debt securities			$	312,477		$	274,820

December 31, 2024
(In thousands)			Amortized Cost			Fair Value
Held-to-maturity debt securities:
Due after one year through five years			$	117,283		$	102,173
Due after five years through ten years			195,179			165,122
Total held-to-maturity debt securities			$	312,462		$	267,295

The Company also holds non-marketable Federal Home Loan Bank New York ("FHLBNY") stock and non-marketable Atlantic Community Bankers Bank ("ACBB") stock, all of which are required to be held for regulatory purposes and for borrowing availability. The required investment in Federal Home Loan Bank ("FHLB") stock is tied to the Company’s borrowing levels with the FHLB. Holdings of FHLBNY stock and ACBB stock totaled $29.0 million and $95,000, respectively, at March 31, 2025 compared to $42.2 million and $95,000, respectively, at December 31, 2024. These securities are carried at par, which is also cost. The FHLBNY continues to pay dividends and repurchase 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 March 31, 2025, we determined that no impairment write-downs were required.

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4. Loans and Leases

Loans and Leases at March 31, 2025 and December 31, 2024 were as follows:

(In thousands)			03/31/2025			12/31/2024
Commercial and industrial
Agriculture			$	93,688		$	110,007
Commercial and industrial other			877,151			855,568
Subtotal commercial and industrial			970,839			965,575
Commercial real estate
Construction			377,238			385,931
Agriculture			221,652			217,582
Commercial real estate other			2,827,282			2,776,304
Subtotal commercial real estate			3,426,172			3,379,817
Residential real estate
Home equity			205,512			204,194
Mortgages			1,366,441			1,366,646
Subtotal residential real estate			1,571,953			1,570,840
Consumer and other
Indirect			156			229
Consumer and other			90,621			96,163
Subtotal consumer and other			90,777			96,392
Leases			11,782			12,484
Total loans and leases			6,071,523			6,025,108
Less: unearned income and deferred costs and fees			(4,878)			(5,186)
Total loans and leases, net of unearned income and deferred costs and fees			$	6,066,645		$	6,019,922

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, 2024. There have been no significant changes in these policies and guidelines since the date of that report. 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 contractually 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.

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The below tables are an age analysis of past due loans, segregated by class of loans as of March 31, 2025 and December 31, 2024:

March 31, 2025
(In thousands)			30-59 Days			60-89 Days			90 Days or More			Total Past Due			Current Loans			Total Loans
Loans and Leases
Commercial and industrial
Agriculture			$	148		$	0		$	0		$	148		$	93,540		$	93,688
Commercial and industrial other			2,572			1,252			765			4,589			872,562			877,151
Subtotal commercial and industrial			2,720			1,252			765			4,737			966,102			970,839
Commercial real estate
Construction			496			0			17,302			17,798			359,440			377,238
Agriculture			79			0			0			79			221,573			221,652
Commercial real estate other			6,424			114			30,090			36,628			2,790,654			2,827,282
Subtotal commercial real estate			6,999			114			47,392			54,505			3,371,667			3,426,172
Residential real estate
Home equity			30			0			2,315			2,345			203,167			205,512
Mortgages			777			0			8,125			8,902			1,357,539			1,366,441
Subtotal residential real estate			807			0			10,440			11,247			1,560,706			1,571,953
Consumer and other
Indirect			1			0			0			1			155			156
Consumer and other			221			171			231			623			89,998			90,621
Subtotal consumer and other			222			171			231			624			90,153			90,777
Leases			0			0			0			0			11,782			11,782
Total loans and leases			$	10,748		$	1,537		$	58,828		$	71,113		$	6,000,410		$	6,071,523
Less: unearned income and deferred costs and fees			0			0			0			0			(4,878)			(4,878)
Total loans and leases, net of unearned income and deferred costs and fees			$	10,748		$	1,537		$	58,828		$	71,113		$	5,995,532		$	6,066,645

 

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December 31, 2024
(In thousands)			30-59 Days			60-89 Days			90 Days or More			Total Past Due			Current Loans			Total Loans
Loans and Leases
Commercial and industrial
Agriculture			$	0		$	0		$	0		$	0		$	110,007		$	110,007
Commercial and industrial other			3,944			32			684			4,660			850,908			855,568
Subtotal commercial and industrial			3,944			32			684			4,660			960,915			965,575
Commercial real estate
Construction			1,120			17,400			0			18,520			367,411			385,931
Agriculture			81			0			0			81			217,501			217,582
Commercial real estate other			0			1,605			11,966			13,571			2,762,733			2,776,304
Subtotal commercial real estate			1,201			19,005			11,966			32,172			3,347,645			3,379,817
Residential real estate
Home equity			955			91			1,811			2,857			201,337			204,194
Mortgages			0			2,836			9,257			12,093			1,354,553			1,366,646
Subtotal residential real estate			955			2,927			11,068			14,950			1,555,890			1,570,840
Consumer and other
Indirect			3			2			7			12			217			229
Consumer and other			430			329			354			1,113			95,050			96,163
Subtotal consumer and other			433			331			361			1,125			95,267			96,392
Leases			0			0			0			0			12,484			12,484
Total loans and leases			$	6,533		$	22,295		$	24,079		$	52,907		$	5,972,201		$	6,025,108
Less: unearned income and deferred costs and fees			0			0			0			0			(5,186)			(5,186)
Total loans and leases, net of unearned income and deferred costs and fees			$	6,533		$	22,295		$	24,079		$	52,907		$	5,967,015		$	6,019,922

 

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The following tables present the amortized cost basis of loans on nonaccrual status and the amortized cost basis of loans on nonaccrual status for which there was no related allowance for credit losses. The below tables are an age analysis of nonaccrual loans segregated by class of loans, as of March 31, 2025 and December 31, 2024:

March 31, 2025
(In thousands)			Nonaccrual Loans and Leases with no ACL			Nonaccrual Loans and Leases			Loans and Leases Past Due Over 89 Days and Accruing
Loans and Leases
Commercial and industrial
Agriculture			$	0		$	13		$	0
Commercial and industrial other			622			2,464			0
Subtotal commercial and industrial			622			2,477			0
Commercial real estate
Construction			17,302			17,302			0
Agriculture			0			103			0
Commercial real estate other			7,434			33,750			0
Subtotal commercial real estate			24,736			51,155			0
Residential real estate
Home equity			232			3,498			0
Mortgages			2,922			13,643			1
Subtotal residential real estate			3,154			17,141			1
Consumer and other
Indirect			0			4			0
Consumer and other			0			114			186
Subtotal consumer and other			0			118			186
Total loans and leases			$	28,512		$	70,891		$	187

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December 31, 2024
(In thousands)			Nonaccrual Loans and Leases with no ACL			Nonaccrual Loans and Leases			Loans and Leases Past Due Over 89 Days and Accruing
Loans and Leases
Commercial and industrial
Agriculture			$	0		$	519		$	0
Commercial and industrial other			0			1,023			0
Subtotal commercial and industrial			0			1,542			0
Commercial real estate
Agriculture			0			129			0
Commercial real estate other			24,179			32,461			0
Subtotal commercial real estate			24,179			32,590			0
Residential real estate
Home equity			610			2,889			0
Mortgages			1,338			13,389			9
Subtotal residential real estate			1,948			16,278			9
Consumer and other
Indirect			0			13			0
Consumer and other			0			125			314
Subtotal consumer and other			0			138			314
Total loans and leases			$	26,127		$	50,548		$	323

The Company recognized $0 of interest income on nonaccrual loans during the three months ended March 31, 2025.

5. Allowance for Credit Losses

 

Management reviews the appropriateness of the allowance for credit losses ("allowance" or "ACL") 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 credit 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. 119, Measurement of Credit Losses on Financial Instruments ("CECL"), and Financial Instruments - Credit Losses and ASC Topic 326, Financial Instruments - Credit Losses.

The Company uses a Discounted Cash Flow ("DCF") method to estimate expected credit losses for all loan segments excluding the leasing segment. For each of these loan segments, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, recovery lag, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on internal historical data.

The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers. For all loans utilizing the DCF method, management utilizes forecasts of national unemployment and a one year percentage change in national gross domestic product as loss drivers in the model.

For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over eight quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third-party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts, and scenario weightings, are also considered by management when developing the forecast metrics.

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Due to the size and characteristics of the leasing portfolio, the Company uses the remaining life method, using the historical loss rate of the commercial and industrial segment, to determine the allowance for credit losses.

The combination of adjustments for credit expectations and timing expectations produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce a net present value of expected cash flows ("NPV"). An ACL is established for the difference between the NPV and amortized cost basis.

Since the methodology is based upon historical experience and trends, current conditions, and reasonable and supportable forecasts, as well as management’s judgment, factors may arise that result in different estimates. While management’s evaluation of the allowance as of March 31, 2025, considers the allowance to be appropriate, under different conditions or assumptions, the Company would need to increase or decrease the allowance. In addition, various federal and State regulatory agencies, as part of their examination process, review the Company's allowance and may require the Company to recognize additions to the allowance based on their judgements and information available to them at the time of their examinations.

Loan Commitments and Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans, and commercial letters of credit. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded. The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancellable, through a charge to credit loss expense for off-balance sheet credit exposures included in provision for credit loss expense in the Company's consolidated statements of income.

The following table details activity in the allowance for credit losses on loans and leases for the three months ended March 31, 2025 and 2024. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

Three Months Ended March 31, 2025
(In thousands)			Commercial & Industrial			Commercial Real Estate			Residential Real Estate			Consumer and Other			Finance Leases			Total
Allowance for credit losses:
Beginning balance			$	7,684		$	35,837		$	11,345		$	1,568		$	62		$	56,496
Charge-offs			(185)			0			0			(779)			0			(964)
Recoveries			42			2			27			160			0			231
Provision (credit) for credit loss expense			1,077			3,469			170			548			(4)			5,260
Ending Balance			$	8,618		$	39,308		$	11,542		$	1,497		$	58		$	61,023

 

Three Months Ended March 31, 2024
(In thousands)			Commercial & Industrial			Commercial Real Estate			Residential Real Estate			Consumer and Other			Finance Leases			Total
Allowance for credit losses:
Beginning balance			$	6,667		$	31,581		$	11,700		$	1,557		$	79		$	51,584
Charge-offs			0			0			0			(445)			0			(445)
Recoveries			7			2			120			88			0			217
Provision (credit) for credit loss expense			912			(116)			(639)			196			(5)			348
Ending Balance			$	7,586		$	31,467		$	11,181		$	1,396		$	74		$	51,704

 

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The following table details activity in the liabilities for off-balance sheet credit exposures for the three months ended March 31, 2025 and 2024:

(In thousands)			2025			2024
Liabilities for off-balance sheet credit exposures at beginning of period			$	1,463		$	2,270
Provision for credit loss expense related to off-balance sheet credit exposures			27			506
Liabilities for off-balance sheet credit exposures at end of period			$	1,490		$	2,776

The following table presents the amortized cost basis of collateral-dependent loans, which are individually evaluated to determine expected credit losses, and the related allowance for credit losses allocated to these loans:

March 31, 2025
(In thousands)			Real Estate			Business Assets			Other			Total			ACL Allocation
Commercial and Industrial			$	510		$	0		$	0		$	510		$	250
Commercial Real Estate			50,420			0			0			50,420			6,364
Total Loans and Leases			$	50,930		$	0		$	0		$	50,930		$	6,614

December 31, 2024
(In thousands)			Real Estate			Business Assets			Other			Total			ACL Allocation
Commercial and Industrial			$	610		$	0		$	0		$	610		$	0
Commercial Real Estate			31,051			0			0			31,051			1,712
Total Loans and Leases			$	31,661		$	0		$	0		$	31,661		$	1,712

Loan Modifications to Borrowers Experiencing Financial Difficulty

When the Company modifies loans to borrowers experiencing financial difficulty, the modifications may include interest rate reductions, principal or interest forgiveness, forbearances, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral.

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The following table shows the amortized cost basis as of March 31, 2025 and December 31, 2024 of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of concession granted:

March 31, 2025
(In thousands)			Term Extension			Interest Rate Reduction			Payment Delay and Term Extension			Term Extension and Interest Rate Reduction			Payment Delay			Total			% of Total Class of Loans and Leases
Commercial and Industrial
Commercial and industrial other			$	8		$	453		$	0		$	94		$	22		$	577		0.07		%
Subtotal commercial and industrial			8			453			0			94			22			577			0.06		%
Commercial Real Estate
Commercial real estate other			0			2,957			0			0			391			3,348			0.12		%
Subtotal commercial real estate			0			2,957			0			0			391			3,348			0.10		%
Residential
Home equity			0			0			0			38			0			38			0.02		%
Mortgages			0			0			0			111			643			754			0.06		%
Subtotal residential			0			0			0			149			643			792			0.05		%
Consumer
Consumer and other			22			0			0			0			0			22			0.02		%
Subtotal consumer			22			0			0			0			0			22			0.02		%
Total loans and leases			$	30		$	3,410		$	0		$	243		$	1,056		$	4,739		0.08		%

December 31, 2024
(In thousands)			Term Extension			Interest Rate Reduction			Payment Delay and Term Extension			Term Extension and Interest Rate Reduction			Payment Delay			Total			% of Total Class of Loans and Leases
Commercial and Industrial
Commercial and industrial other			$	10		$	463		$	0		$	110		$	45		$	628		0.07		%
Subtotal commercial and industrial			10			463			0			110			45			628			0.07		%
Commercial Real Estate
Commercial real estate other			0			2,990			0			0			394			3,384			0.12		%
Subtotal commercial real estate			0			2,990			0			0			394			3,384			0.10		%
Residential
Home equity			0			0			0			40			0			40			0.02		%
Mortgages			0			0			0			112			548			660			0.05		%
Subtotal residential			0			0			0			152			548			700			0.04		%
Consumer
Consumer and other			22			0			0			0			0			22			0.02		%
Subtotal consumer			22			0			0			0			0			22			0.02		%
Total loans and leases			$	32		$	3,453		$	0		$	262		$	987		$	4,734		0.08		%

There were no loan modifications made to borrowers experiencing financial difficulty that had defaulted as of March 31, 2025 and December 31, 2024.

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The following table shows the aging analysis of loan modifications made to borrowers experiencing financial difficulty as of March 31, 2025 and December 31, 2024:

March 31, 2025			Payment Status (Amortized Cost Basis)
(In thousands)			Current			30-59 Days Past Due			60-89 Days Past Due			90+ Days Past Due			Non-Accrual			Total
Commercial and Industrial
Commercial and industrial other			$	569		$	0		$	0		$	0		$	8		$	577
Subtotal commercial and industrial			569			0			0			0			8			577
Commercial Real Estate
Commercial real estate other			3,348			0			0			0			0			3,348
Subtotal commercial real estate			3,348			0			0			0			0			3,348
Residential Real Estate
Home equity			0			0			0			0			38			38
Mortgages			265			0			0			0			489			754
Subtotal residential real estate			265			0			0			0			527			792
Consumer and Other
Consumer and other			0			0			0			0			22			22
Subtotal consumer and other			0			0			0			0			22			22
Total			$	4,182		$	0		$	0		$	0		$	557		$	4,739

December 31, 2024			Payment Status (Amortized Cost Basis)
(In thousands)			Current			30-59 Days Past Due			60-89 Days Past Due			90+ Days Past Due			Non-Accrual			Total
Commercial and Industrial
Commercial and industrial other			$	618		$	0		$	0		$	0		$	10		$	628
Subtotal commercial and industrial			618			0			0			0			10			628
Commercial Real Estate
Commercial real estate other			3,384			0			0			0			0			3,384
Subtotal commercial real estate			3,384			0			0			0			0			3,384
Residential Real Estate
Home equity			0			0			0			0			40			40
Mortgages			154			0			112			0			394			660
Subtotal residential real estate			154			0			112			0			434			700
Consumer and Other
Consumer and other			0			0			0			0			22			22
Subtotal consumer and other			0			0			0			0			22			22
Total			$	4,156		$	0		$	112		$	0		$	466		$	4,734

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The following tables present credit quality indicators by total loans on an amortized cost basis by origination year as of March 31, 2025 and December 31, 2024:

March 31, 2025
(In thousands)			2025			2024			2023			2022			2021			Prior			Revolving Loans Amortized Cost Basis			Revolving Loans Converted to Term			Total Loans
Commercial and Industrial - Other:
Pass			$	51,511		$	139,937		$	104,517		$	87,715		$	51,230		$	162,874		$	273,078		$	2,139		$	873,001
Special Mention			0			246			221			137			111			394			150			0			1,259
Substandard			0			405			19			28			532			618			1,096			193			2,891
Total Commercial and Industrial - Other			$	51,511		$	140,588		$	104,757		$	87,880		$	51,873		$	163,886		$	274,324		$	2,332		$	877,151
Current-period gross writeoffs			$	0		$	80		$	67		$	38		$	0		$	0		$	0		$	0		$	185
Commercial and Industrial - Agriculture:
Pass			$	3,163		$	12,935		$	25,938		$	9,331		$	1,988		$	7,353		$	32,514		$	398		$	93,620
Special Mention			0			0			0			0			31			0			0			0			31
Substandard			0			0			0			0			0			37			0			0			37
Total Commercial and Industrial - Agriculture			$	3,163		$	12,935		$	25,938		$	9,331		$	2,019		$	7,390		$	32,514		$	398		$	93,688
Current-period gross writeoffs			$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Commercial Real Estate
Pass			$	73,427		$	337,823		$	275,679		$	343,991		$	351,697		$	1,329,497		$	19,042		$	7,217		$	2,738,373
Special Mention			0			0			0			1,494			593			31,215			0			0			33,302
Substandard			0			731			934			1,474			3,464			48,077			927			0			55,607
Total Commercial Real Estate			$	73,427		$	338,554		$	276,613		$	346,959		$	355,754		$	1,408,789		$	19,969		$	7,217		$	2,827,282
Current-period gross writeoffs			$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Commercial Real Estate - Agriculture:
Pass			$	8,210		$	24,501		$	12,020		$	36,942		$	21,068		$	113,053		$	5,068		$	449		$	221,311
Special Mention			0			0			0			0			0			198			0			0			198
Substandard			0			0			0			0			0			143			0			0			143
Total Commercial Real Estate - Agriculture			$	8,210		$	24,501		$	12,020		$	36,942		$	21,068		$	113,394		$	5,068		$	449		$	221,652
Current-period gross writeoffs			$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Commercial Real Estate - Construction
Pass			$	0		$	17,426		$	12,839		$	20,366		$	25,431		$	2,674		$	277,534		$	3,666		$	359,936
Special Mention			0			0			0			0			0			0			0			0			0
Substandard			0			0			0			0			0			0			17,302			0			17,302
Total Commercial Real Estate - Construction			$	0		$	17,426		$	12,839		$	20,366		$	25,431		$	2,674		$	294,836		$	3,666		$	377,238
Current-period gross writeoffs			$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

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(In thousands)			2025			2024			2023			2022			2021			Prior			Revolving Loans Amortized Cost Basis			Revolving Loans Converted to Term			Total Loans
Residential - Home Equity
Performing			$	210		$	15,711		$	3,185		$	2,891		$	956		$	15,931		$	162,186		$	944		$	202,014
Nonperforming			0			0			0			0			0			659			2,839			0			3,498
Total Residential - Home Equity			$	210		$	15,711		$	3,185		$	2,891		$	956		$	16,590		$	165,025		$	944		$	205,512
Current-period gross writeoffs			$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Residential - Mortgages
Performing			$	21,477		$	109,306		$	129,055		$	169,732		$	234,890		$	688,337		$	0		$	0		$	1,352,797
Nonperforming			0			0			693			709			828			11,414			0			0			13,644
Total Residential - Mortgages			$	21,477		$	109,306		$	129,748		$	170,441		$	235,718		$	699,751		$	0		$	0		$	1,366,441
Current-period gross writeoffs			$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Consumer - Direct
Performing			$	25,307		$	14,881		$	15,761		$	9,403		$	8,361		$	14,402		$	2,391		$	0		$	90,506
Nonperforming			0			0			3			12			0			86			14			0			115
Total Consumer - Direct			$	25,307		$	14,881		$	15,764		$	9,415		$	8,361		$	14,488		$	2,405		$	0		$	90,621
Current-period gross writeoffs			$	722		$	3		$	0		$	13		$	17		$	20		$	0		$	0		$	775
Consumer - Indirect
Performing			$	0		$	0		$	0		$	0		$	42		$	110		$	0		$	0		$	152
Nonperforming			0			0			0			0			0			4			0			0			4
Total Consumer - Indirect			$	0		$	0		$	0		$	0		$	42		$	114		$	0		$	0		$	156
Current-period gross writeoffs			$	0		$	0		$	0		$	0		$	0		$	4		$	0		$	0		$	4

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December 31, 2024
(In thousands)			2024			2023			2022			2021			2020			Prior			Revolving Loans Amortized Cost Basis			Revolving Loans Converted to Term			Total Loans
Commercial and Industrial - Other:
Pass			$	164,809		$	114,591		$	60,984		$	54,087		$	19,311		$	144,785		$	256,621		$	35,968		$	851,156
Special Mention			334			288			174			808			144			375			157			0			2,280
Substandard			425			0			41			43			4			608			1,011			0			2,132
Total Commercial and Industrial - Other			$	165,568		$	114,879		$	61,199		$	54,938		$	19,459		$	145,768		$	257,789		$	35,968		$	855,568
Current-period gross writeoffs			$	0		$	15		$	30		$	44		$	21		$	432		$	0		$	0		$	542
Commercial and Industrial - Agriculture:
Pass			$	15,686		$	23,823		$	9,893		$	2,233		$	1,660		$	11,304		$	42,438		$	2,895		$	109,932
Special Mention			0			0			0			34			0			0			0			0			34
Substandard			0			0			0			0			41			0			0			0			41
Total Commercial and Industrial - Agriculture			$	15,686		$	23,823		$	9,893		$	2,267		$	1,701		$	11,304		$	42,438		$	2,895		$	110,007
Current-period gross writeoffs			$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Commercial Real Estate
Pass			$	331,943		$	242,564		$	324,510		$	355,090		$	277,220		$	1,088,575		$	50,632		$	16,958		$	2,687,492
Special Mention			0			0			1,499			599			15,205			12,637			4,452			0			34,392
Substandard			731			973			1,474			2,561			1,840			45,856			985			0			54,420
Total Commercial Real Estate			$	332,674		$	243,537		$	327,483		$	358,250		$	294,265		$	1,147,068		$	56,069		$	16,958		$	2,776,304
Current-period gross writeoffs			$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Commercial Real Estate - Agriculture:
Pass			$	23,754		$	11,594		$	37,398		$	21,510		$	19,853		$	96,967		$	4,169		$	1,950		$	217,195
Special Mention			0			0			0			0			0			217			0			0			217
Substandard			0			0			0			0			0			170			0			0			170
Total Commercial Real Estate - Agriculture			$	23,754		$	11,594		$	37,398		$	21,510		$	19,853		$	97,354		$	4,169		$	1,950		$	217,582
Current-period gross writeoffs			$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Commercial Real Estate - Construction
Pass			$	13,160		$	744		$	682		$	5,003		$	1,986		$	802		$	293,479		$	52,675		$	368,531
Special Mention			0			0			0			0			0			0			0			0			0
Substandard			0			0			0			0			0			0			17,400			0			17,400
Total Commercial Real Estate - Construction			$	13,160		$	744		$	682		$	5,003		$	1,986		$	802		$	310,879		$	52,675		$	385,931
Current-period gross writeoffs			$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

 

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(In thousands)			2024			2023			2022			2021			2020			Prior			Revolving Loans Amortized Cost Basis			Revolving Loans Converted to Term			Total Loans
Residential - Home Equity
Performing			$	15,181		$	3,106		$	2,383		$	1,053		$	784		$	12,993		$	163,202		$	2,603		$	201,305
Nonperforming			0			0			0			0			0			594			2,295			0			2,889
Total Residential - Home Equity			$	15,181		$	3,106		$	2,383		$	1,053		$	784		$	13,587		$	165,497		$	2,603		$	204,194
Current-period gross writeoffs			$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Residential - Mortgages
Performing			$	106,698		$	130,463		$	172,310		$	239,307		$	204,310		$	500,169		$	0		$	0		$	1,353,257
Nonperforming			0			707			612			737			948			10,385			0			0			13,389
Total Residential - Mortgages			$	106,698		$	131,170		$	172,922		$	240,044		$	205,258		$	510,554		$	0		$	0		$	1,366,646
Current-period gross writeoffs			$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Consumer - Direct
Performing			$	40,812		$	18,082		$	10,022		$	9,109		$	3,953		$	11,485		$	2,575		$	0		$	96,038
Nonperforming			0			4			24			8			4			77			8			0			125
Total Consumer - Direct			$	40,812		$	18,086		$	10,046		$	9,117		$	3,957		$	11,562		$	2,583		$	0		$	96,163
Current-period gross writeoffs			$	2,272		$	15		$	11		$	32		$	10		$	229		$	0		$	0		$	2,569
Consumer - Indirect
Performing			$	0		$	0		$	0		$	52		$	23		$	141		$	0		$	0		$	216
Nonperforming			0			0			0			0			0			13			0			0			13
Total Consumer - Indirect			$	0		$	0		$	0		$	52		$	23		$	154		$	0		$	0		$	229
Current-period gross writeoffs			$	0		$	0		$	0		$	0		$	0		$	29		$	0		$	0		$	29

6. Earnings Per Share

 

Earnings per share in the table below, for the three month periods ended March 31, 2025 and 2024 are calculated under the two-class method as required by ASC Topic 260, Earnings Per Share (ASC 260). 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. Prior to 2019, the Company issued restricted stock awards that contained such rights and are therefore considered participating securities. Since 2019, the Company has issued restricted stock awards that do not have nonforfeitable rights to dividends and are therefore not 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 participating securities.

 

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			Three Months Ended
(In thousands, except share and per share data)			03/31/2025			03/31/2024
Basic
Net income available to common shareholders			$	19,679		$	16,872
Less: income attributable to unvested stock-based compensation awards			0			0
Net earnings allocated to common shareholders			19,679			16,872
Weighted average shares outstanding, including unvested stock-based compensation awards			14,434,637			14,405,747
Less: average unvested stock-based compensation awards			(188,497)			(193,837)
Weighted average shares outstanding - Basic			14,246,140			14,211,910
Diluted
Net earnings allocated to common shareholders			19,679			16,872
Weighted average shares outstanding - Basic			14,246,140			14,211,910
Plus: incremental shares from assumed conversion of stock-based compensation awards			73,300			26,447
Weighted average shares outstanding - Diluted			14,319,440			14,238,357
Basic EPS			$	1.38		$	1.19
Diluted EPS			$	1.37		$	1.18

Stock-based compensation awards representing 13,488 and 110,135 of common shares during the three months ended March 31, 2025 and 2024, respectively, were not included in the computations of diluted earnings per common share because the effect on those periods would have been anti-dilutive.

7. Other Comprehensive Income (Loss)

The following tables present reclassifications out of the accumulated other comprehensive income (loss) for the three month periods ended March 31, 2025 and 2024:

			Three Months Ended March 31, 2025
(In thousands)			Before-Tax Amount			Tax (Expense) Benefit			Net of Tax
Available-for-sale debt securities:
Change in net unrealized (loss) gain during the period			$	21,489		$	(5,372)		$	16,117
Net unrealized gains			21,489			(5,372)			16,117
Employee benefit plans:
Amortization of net retirement plan actuarial gain (loss)			171			(43)			128
Amortization of net retirement plan prior service cost			49			(12)			37
Employee benefit plans			220			(55)			165
Other comprehensive income			$	21,709		$	(5,427)		$	16,282

 

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			Three Months Ended March 31, 2024
(In thousands)			Before-Tax Amount			Tax (Expense) Benefit			Net of Tax
Available-for-sale debt securities:
Change in net unrealized gain (loss) during the period			$	(13,284)		$	3,256		$	(10,028)
Net unrealized losses			(13,284)			3,256			(10,028)
Employee benefit plans:
Amortization of net retirement plan actuarial gain			242			(59)			183
Amortization of net retirement plan prior service cost			45			(11)			34
Employee benefit plans			287			(70)			217
Other comprehensive (loss) income			$	(12,997)		$	3,186		$	(9,811)

 

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

 

(In thousands)			Available-for- Sale Debt Securities			Employee Benefit Plans			Accumulated Other Comprehensive (Loss) Income
Balance at January 1, 2025			$	(101,694)		$	(16,798)		$	(118,492)
Other comprehensive loss before reclassifications			16,117			0			16,117
Amounts reclassified from accumulated other comprehensive (loss) income			0			165			165
Net current-period other comprehensive income			16,117			165			16,282
Balance at March 31, 2025			$	(85,577)		$	(16,633)		$	(102,210)
Balance at January 1, 2024			$	(99,535)		$	(25,470)		$	(125,005)
Other comprehensive income before reclassifications			(10,028)			0			(10,028)
Amounts reclassified from accumulated other comprehensive (loss) income			0			217			217
Net current-period other comprehensive (loss) income			(10,028)			217			(9,811)
Balance at March 31, 2024			$	(109,563)		$	(25,253)		$	(134,816)

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The following tables present the amounts reclassified out of each component of accumulated other comprehensive (loss) income for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31, 2025
Details about Accumulated other Comprehensive Income (Loss) Components (In thousands)			Amount Reclassified from Accumulated Other Comprehensive (Loss) Income1			Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale debt securities:
Unrealized gains and losses on available-for-sale debt securities			$	0		Net gain (loss) on securities transactions
			0			Income tax expense
			0			Net of tax
Employee benefit plans:
Amortization of the following 2
Net retirement plan actuarial loss			(171)			Other operating expense
Net retirement plan prior service cost			(49)			Other operating expense
			(220)			Total before tax
			55			Income tax expense
			$	(165)		Net of tax

Three Months Ended March 31, 2024
Details about Accumulated other Comprehensive Income (Loss) Components (In thousands)			Amount Reclassified from Accumulated Other Comprehensive (Loss) Income1			Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale debt securities:
Unrealized gains and losses on available-for-sale debt securities			$	0		Net gain (loss) on securities transactions
			0			Tax expense
			0			Net of tax
Employee benefit plans:
Amortization of the following2
Net retirement plan actuarial loss			(242)			Other operating expense
Net retirement plan prior service cost			(45)			Other operating expense
			(287)			Total before tax
			70			Income tax expense
			$	(217)		Net of tax

1 Amounts in parentheses indicate debits in income statement.

2 The accumulated other comprehensive (loss) income components are included in the computation of net periodic benefit cost (See Note 8 - "Employee Benefit Plan").

 

8. 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 net retirement plan actuarial loss, and prior service cost recognized.

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Components of Net Periodic Benefit Cost:

			Pension Benefits						Life and Health						SERP Benefits
			Three Months Ended						Three Months Ended						Three Months Ended
(In thousands)			03/31/2025			03/31/2024			03/31/2025			03/31/2024			03/31/2025			03/31/2024
Service cost			$	0		$	0		$	5		$	7		$	14		$	12
Interest cost			803			832			85			90			290			298
Expected return on plan assets			(1,326)			(1,232)			0			0			0			0
Amortization of net retirement plan actuarial loss			202			259			(31)			(17)			0			0
Amortization of net retirement plan prior service (credit) cost			0			0			(4)			(11)			53			56
Net periodic benefit (income) cost			$	(321)		$	(141)		$	55		$	69		$	357		$	366

The service component of net periodic benefit cost for the Company's benefit plans is recorded as a part of salaries and wages in the consolidated statements of income. All other components are recorded as part of other operating expenses in the consolidated statements of income.

 

The Company realized approximately $165,000 and $217,000, net of tax, as amortization of amounts previously recognized in accumulated other comprehensive (loss) income, for the three months ended March 31, 2025 and 2024, respectively.

 

The Company is not required to contribute to the pension plan in 2025, but it may make voluntary contributions. The Company did not contribute to the pension plan in the first three months of 2025 and 2024.

9. Revenue Recognition

The Company recognizes revenue in accordance with ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" and all subsequent ASUs that modified ASC 606. ASC 606 is applicable to the Company’s noninterest revenue streams including its deposit related fees, card services income, trust and management, and insurance commissions and fees. Noninterest revenue streams in-scope of Topic 606 are discussed below.

Insurance Commissions and Fees

Insurance commissions and fees from insurance product sales are typically earned upon the effective date of bound coverage, as no significant performance obligation remains after coverage is bound. Commission revenue on policies billed in installments is accrued based upon the completion of the performance obligation creating a current asset for the unbilled revenue until such time as an invoice is generated, typically not to exceed twelve months. Contingent commissions are estimated based upon management’s expectations for the year with an appropriate constraint applied and accrued relative to the recognition of the corresponding core commissions.

Trust & Asset Management

Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. Optional services such as real estate sales and tax return preparation services are also available to existing trust and asset management customers. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.

Mutual Fund & Investment Income

Mutual fund and investment income consists of other recurring revenue streams such as commissions from sales of mutual funds and other investments, and investment advisory fees from the Company’s Strategic Asset Management Services (SAM) wealth management product. Commissions from the sale of mutual funds and other investments are recognized on the trade date, which is when the Company has satisfied its performance obligation. The Company also receives periodic service fees (i.e., trailers) from mutual fund companies typically based on a percentage of net asset value, recorded over time, usually monthly or quarterly, as net asset value is determined. Investment advisor fees from the wealth management product is earned over time and based on an annual percentage rate of the net asset value. The investment advisor fees are charged to the customer’s account in advance on the first month of the quarter, and the revenue is recognized over the following three-month

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period. The Company engaged a third-party, LPL Financial, LLC (LPL), to satisfy part of this performance obligation, and therefore this income is reported net of any corresponding expenses paid to LPL.

Service Charges on Deposit Accounts

Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

Card Services Income

Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees, merchant services income, and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as MasterCard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. The Company’s performance obligation for fees and exchange are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Other

Other service charges include revenue from processing wire and ACH transfers, lock box service and safe deposit box rental. Payment on these revenue streams is received primarily through a direct charge to the customer’s account, immediately or in the following month, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time.

The following table presents noninterest income, segregated by revenue streams, for the three months ended March 31, 2025 and 2024:

			Three Months Ended
(In thousands)			03/31/2025			03/31/2024
Noninterest Income
In-scope of Topic 606:
Commissions and Fees			$	9,606		$	8,922
Installment Billing			30			54
Refund of Commissions			(51)			(19)
Contract Liabilities/Deferred Revenue			(5)			(4)
Contingent Commissions			2,019			1,306
Subtotal Insurance Revenues			11,599			10,259
Trust and Asset Management			4,922			4,468
Mutual Fund & Investment Income			197			469
Subtotal Investment Service Income			5,119			4,937
Service Charges on Deposit Accounts			1,805			1,796
Card Services Income			2,626			2,939
Other			357			320
Noninterest Income (in-scope of ASC 606)			21,506			20,251
Noninterest Income (out-of-scope of ASC 606)			3,526			1,886
Total Noninterest Income			$	25,032		$	22,137

Contract Balances

A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration or before payment is due, which would result in contract receivables or assets, respectively. A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment or for which payment is

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due from the customer. The Company’s noninterest revenue streams, excluding some insurance commissions and fees, are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Receivables primarily consist of amounts due for insurance and wealth management services performed for which the Company's performance obligations have been fully satisfied. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances.

Contract Acquisition Costs

An entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less.

10. Financial Guarantees

 

The Company currently does not issue any guarantees that would require liability recognition or disclosure, other than standby letters of credit. The Company extends standby letters of credit to its customers in the normal course of business. The standby letters of credit are generally short-term. As of March 31, 2025, the Company’s maximum potential obligation under standby letters of credit was $39.0 million compared to $38.5 million at December 31, 2024. 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.

 

11. 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") 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

Tompkins Community Bank has twelve banking offices located in Ithaca, NY and surrounding communities; fourteen banking offices located in the Genesee Valley region of New York State, which includes Monroe County; twelve banking offices located in the counties north of New York City; and sixteen 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. Tompkins Insurance has four stand-alone offices in Western New York.

 

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 regional markets.

Chief Operating Decision Maker

Our Chief Executive Officer ("CEO") is our chief operating decision maker. In order to allocate costs, capital and resources to each operating segment, we (i) identify the cost or opportunity value of funds within each business segment, (ii) measure the profitability of a particular business segment by relating appropriate costs to revenues, (iii) evaluate each business segment in a manner consistent with its economic impact on consolidated earnings, and (iv) enhance asset and liability pricing decisions. Our CEO reviews actual net income versus budgeted net income on a monthly basis to assess segment performance and to make decisions about allocating capital and personnel among the segments.

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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 the bank and the holding company. All other accounting policies are the same as those described in the summary of significant accounting policies in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

 

Three months ended March 31, 2025
(In thousands)			Banking			Insurance			Wealth Management			Intercompany			Consolidated
Interest income			$	89,462		$	1		$	0		$	(1)		$	89,462
Interest expense			32,801			0			0			(1)			32,800
Net interest income			56,661			1			0			0			56,662
Provision for credit loss expense			5,287			0			0			0			5,287
Noninterest income			8,645			11,703			5,213			(529)			25,032
Noninterest expense			39,693			7,325			4,118			(529)			50,607
Income before income tax expense			20,326			4,379			1,095			0			25,800
Income tax expense			4,642			1,205			274			0			6,121
Net Income attributable to Tompkins Financial Corporation			$	15,684		$	3,174		$	821		$	0		$	19,679
Depreciation and amortization			$	2,105		$	46		$	44		$	0		$	2,195
Assets			8,141,375			44,496			29,304			(15,522)			8,199,653
Goodwill			64,524			19,867			8,211			0			92,602
Other intangibles, net			1,222			935			19			0			2,176
Net loans and leases			6,005,622			0			0			0			6,005,622
Deposits			6,768,704			0			0			(15,202)			6,753,502
Total Equity			$	678,242		$	36,669		$	26,466		$	0		$	741,377

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Three months ended March 31, 2024
(In thousands)			Banking			Insurance			Wealth Management			Intercompany			Consolidated
Interest income			$	83,183		$	1		$	0		$	(1)		$	83,183
Interest expense			32,509			0			0			(1)			32,508
Net interest income			50,674			1			0			0			50,675
Provision for credit loss expense			854			0			0			0			854
Noninterest income			7,111			10,526			5,039			(539)			22,137
Noninterest expense			39,363			7,227			3,806			(539)			49,857
Income before income tax expense			17,568			3,300			1,233			0			22,101
Income tax expense			3,986			906			306			0			5,198
Net Income attributable to noncontrolling interests and Tompkins Financial Corporation			13,582			2,394			927			0			16,903
Less: Net income attributable to noncontrolling interests			31			0			0			0			31
Net Income attributable to Tompkins Financial Corporation			$	13,551		$	2,394		$	927		$	0		$	16,872
Depreciation and amortization			$	2,922		$	43		$	41		$	0		$	3,006
Assets			7,719,504			45,987			29,577			(17,034)			7,778,034
Goodwill			64,525			19,866			8,211			0			92,602
Other intangibles, net			953			1,262			32			0			2,247
Net loans and leases			5,588,820			0			0			0			5,588,820
Deposits			6,473,721			0			0			(24,105)			6,449,616
Total Equity			$	598,717		$	37,039		$	33,582		$	0		$	669,338

12. Fair Value Measurements

 

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

 

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

 

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

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

 

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

 

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The following tables summarize financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024, segregated by the level of valuation inputs within the fair value hierarchy used to measure fair value: 

Recurring Fair Value Measurements
March 31, 2025
(In thousands)			Total			(Level 1)			(Level 2)			(Level 3)
Assets
Available-for-sale debt securities
U.S. Treasuries			$	72,509		$	0		$	72,509		$	0
Obligations of U.S. Government sponsored entities			387,448			0			387,448			0
Obligations of U.S. states and political subdivisions			76,883			0			76,883			0
Mortgage-backed securities – residential, issued by:
U.S. Government agencies			60,651			0			60,651			0
U.S. Government sponsored entities			659,373			0			659,373			0
U.S. corporate debt securities			2,478			0			2,478			0
Total Available-for-sale debt securities			$	1,259,342		$	0		$	1,259,342		$	0
Equity securities, at fair value			783			0			0			783
Derivatives designated as hedging instruments			514			0			514			0
Derivatives not designated as hedging instruments			3,020			0			3,020			0
Liabilities
Derivatives not designated as hedging instruments			$	3,407		$	0		$	3,407		$	0

Recurring Fair Value Measurements
December 31, 2024
(In thousands)			Total			(Level 1)			(Level 2)			(Level 3)
Assets
Available-for-sale debt securities
U.S. Treasuries			$	71,497		$	0		$	71,497		$	0
Obligations of U.S. Government sponsored entities			380,280			0			380,280			0
Obligations of U.S. states and political subdivisions			77,694			0			77,694			0
Mortgage-backed securities – residential, issued by:
U.S. Government agencies			63,254			0			63,254			0
U.S. Government sponsored entities			636,360			0			636,360			0
U.S. corporate debt securities			2,447			0			2,447			0
Total Available-for-sale debt securities			$	1,231,532		$	0		$	1,231,532		$	0
Equity securities, at fair value			768			0			0			768
Derivatives designated as hedging instruments			864			0			864			0
Derivatives not designated as hedging instruments			1,831			0			1,831			0
Liabilities
Derivatives not designated as hedging instruments			$	2,073		$	0		$	2,073		$	0

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 are not available, fair values are based on quoted market prices of comparable instruments in active markets and/or based upon a 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.

 

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The change in the fair value of equity securities valued using significant unobservable inputs (level 3), between December 31, 2024 and March 31, 2025, was immaterial.

 

There were no transfers between Levels 1, 2 and 3 for the three months ended March 31, 2025.

 

The Company determines fair value for its available-for-sale debt securities using an independent bond pricing service for identical assets or very similar securities. The Company determines fair value for its equity securities based on the underlying equity fund’s pricing and valuation procedures which consider recent sales price, market quotations from a pricing service, or market quotes from an independent broker-dealer. The Company has reviewed the pricing sources, including methodologies used, and finds them to be fairly stated.

Derivatives: The Company has contracted with a third-party vendor to provide periodic valuations for its interest rate derivatives to determine the fair value of its interest rate contracts. The vendor utilizes standard valuation methodologies applicable to interest rate derivatives such as discounted cash flow analysis. Such valuations are based upon readily observable market data and are therefore considered Level 2 valuations by the Company.

Certain assets are measured at fair value on a nonrecurring basis. For the Company, these include loans held for sale, collateral-dependent individually evaluated loans, and other real estate owned ("OREO"). As of March 31, 2025 and 2024, certain collateral-dependent evaluated loans were remeasured and reported at fair value through a specific valuation allowance and/or partial charge-offs for credit losses based upon the fair value of the underlying collateral. Collateral values are estimated using Level 3 inputs. Upon initial recognition, fair value write-downs are taken through a charge-off to the allowance for credit losses. Subsequent fair value write-downs on other real estate owned are reported in other noninterest expense.

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at March 31, 2025 and 2024. The carrying amounts shown in the table are included in the Consolidated Statements of Condition under the indicated captions:

 

Three months ended March 31, 2025
(In thousands)						Fair value measurements at reporting date using:									Gain (losses) from fair value changes
Assets:			As of 03/31/2025			Quoted prices in active markets for identical assets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)			Three months ended 03/31/2025
Individually evaluated loans			$	36,274		$	0		$	0		$	36,274		$	80
Other real estate owned			0			0			0			0			1,898

Three months ended March 31, 2024
(In thousands)						Fair value measurements at reporting date using:									Gain (losses) from fair value changes
Assets:			As of 03/31/2024			Quoted prices in active markets for identical assets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)			Three months ended 03/31/2024
Individually evaluated loans			$	1,248		$	0		$	0		$	1,248		$	0
Other real estate owned			0			0			0			0			43

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 GAAP and should be read in conjunction with the financial statements and notes included herein.

For loans where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the

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operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. For real estate loans, fair value of the loan’s collateral is determined by third-party appraisals, which are then adjusted for the estimated selling and closing costs related to liquidation of the collateral. For this asset class, the actual valuation methods (income, sales-comparable, or cost) vary based on the status of the project or property. For example, land is generally based on the sales-comparable method while construction is based on the income and/or sales-comparable methods. The unobservable inputs may vary depending on the individual assets with no one of the three methods being the predominant approach. The Company reviews the third-party appraisal for appropriateness and adjusts the value downward to consider selling and closing costs, which typically range from 5% to 8% of the appraised value. For non-real estate loans, fair value of the loan’s collateral may be determined using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business.

Estimated Fair Value of Financial Instruments
March 31, 2025
(In thousands)			Carrying Amount			Fair Value			(Level 1)			(Level 2)			(Level 3)
Financial Assets:
Cash and cash equivalents			$	193,065		$	193,065		$	193,065		$	0		$	0
Securities - held-to-maturity			312,477			274,820			0			274,820			0
FHLB stock and other stock			29,127			29,127			0			29,127			0
Accrued interest receivable			28,871			28,871			0			28,871			0
Loans/leases, net1			6,005,622			5,692,732			0			0			5,692,732
Financial Liabilities:
Time deposits			$	1,183,548		$	1,180,191		$	0		$	1,180,191		$	0
Other deposits			5,569,954			5,569,954			0			5,569,954			0
Fed funds purchased and securities sold
under agreements to repurchase			122,985			122,985			0			122,985			0
Other borrowings			493,247			493,708			0			493,708			0
Accrued interest payable			4,323			4,323			0			4,323			0

 

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Estimated Fair Value of Financial Instruments
December 31, 2024
(In thousands)			Carrying Amount			Fair Value			(Level 1)			(Level 2)			(Level 3)
Financial Assets:
Cash and cash equivalents			$	134,398		$	134,398		$	134,398		$	0		$	0
Securities - held-to-maturity			312,462			267,295			0			267,295			0
FHLB stock and other stock			42,255			42,255			0			42,255			0
Accrued interest receivable			28,823			28,823			0			28,823			0
Loans/leases, net1			5,963,426			5,584,661			0			0			5,584,661
Financial Liabilities:
Time deposits			$	1,068,375		$	1,064,548		$	0		$	1,064,548		$	0
Other deposits			5,403,430			5,403,430			0			5,403,430			0
Fed funds purchased and securities sold
under agreements to repurchase			37,036			37,036			0			37,036			0
Other borrowings			790,247			789,915			0			789,915			0
Accrued interest payable			4,854			4,854			0			4,854			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.

Securities - Held-to-Maturity: Fair values for U.S. Treasury securities are based on quoted market prices. Fair values for obligations of U.S. government sponsored entities and mortgage-backed securities-residential are based on quoted market prices, where available, as provided by third-party pricing vendors. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments in active markets and/or based upon a 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.

 

FHLB Stock and Other 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 other stock reported above, carrying value is cost.

Loans and Leases: Fair value for loans are calculated using an exit price notion. The Company's valuation methodology takes into account factors such as estimated cash flows, including contractual cash flow and assumptions for prepayments; liquidity risk; and credit risk. The fair values of residential loans were estimated using discounted cash flow analyses, based upon available market benchmarks for rates and prepayment assumptions. The fair values of commercial and consumer loans were estimated using discounted cash flow analyses, based upon interest rates currently offered for loans and leases with similar terms and credit quality. The fair values of loans held for sale were determined based upon contractual prices for loans with similar characteristics.

 

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.

Fed Funds Purchased and Securities Sold Under Agreements to Repurchase: The carrying amount of these instruments approximates fair value because the instruments have short-term maturities.

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Other borrowings: The fair value of other borrowings is based upon discounted cash flow analyses using current rates offered for FHLB advances, with similar terms.

 

13. Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company also enters into interest rate derivatives to accommodate the business requirements of certain qualifying customers. All derivatives are recognized as other assets or other liabilities on the Company's Consolidated Statements of Condition at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and resulting designation.

Derivatives Designated as Hedging Instruments

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. As of March 31, 2025, the Company had interest rate swaps with a total notional amount of $150.0 million hedging fixed-rate residential mortgage loans.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.

As of March 31, 2025 and December 31, 2024, the following amounts were recorded on the consolidated statements of condition related to cumulative basis adjustment for fair value hedges.

Line Item in the Statement of Financial Position in Which the Hedged Item is Included			Carrying Amount of the Hedged Assets/(Liabilities)			Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)			Carrying Amount of the Hedged Assets/(Liabilities)			Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)
			03/31/2025			03/31/2025			12/31/2024			12/31/2024
Fixed Rate Loans1			$149,514			$(486)			$149,175			$(825)
Total			$149,514			$(486)			$149,175			$(825)
1 These amounts include the amortized cost basis of closed portfolios of fixed rate loans used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. At March 31, 2025 and December 31, 2024, the amortized cost basis of the closed portfolios used in these hedging relationships was $701.6 million and $711.0 million respectively; the cumulative basis adjustments associated with these hedging relationships was $486,000 and $825,000, respectively; and the amounts of the designated hedged items were $150.0 million for both periods.

Derivatives Not Designated as Hedging Instruments

The Company enters into interest rate swaps to help commercial loan borrowers manage their interest rate risk. These interest rate swap contracts allow borrowers to convert variable-rate loan payments to fixed-rate loan payments. When the Company enters into an interest rate derivative contract with a commercial loan borrower, it simultaneously enters into a “mirror” interest rate contract with a third-party. For interest rate swaps, the third-party exchanges the client’s fixed-rate loan payments for variable-rate loan payments. The Company's credit policies with respect to interest rate contracts with commercial borrowers are similar to those used for loans. The Company retains the risk that is associated with the potential failure of counterparties and the risk inherent in originating loans. The interest rate contracts with counterparties are generally subject to bilateral

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collateralization terms. These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings.

The Company has entered into risk participation agreements with other banks in commercial loan arrangements. Participating banks guarantee the performance on borrower-related interest rate swap contracts. These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings.

Under a risk participation-out agreement, a derivative asset, the Company participates out a portion of the credit risk associated with the interest rate swap position executed with the commercial borrower for a fee paid to the participating bank. Under a risk participation-in agreement, a derivative liability, the Company assumes, or participates in, a portion of the credit risk associated with the interest rate swap position with the commercial borrower for a fee received from the other bank.

Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Statements of Condition

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated statements of condition as of March 31, 2025 and December 31, 2024.

Derivative Assets
March 31, 2025
(In thousands)			Notional Amount			Balance Sheet Location			Fair Value
Derivatives designated as hedging instruments
Interest Rate Products			$	150,000		Other Assets			$	514
Total derivatives designated as hedging instruments									$	514
Derivatives not designated as hedging instruments
Interest Rate Products			$	179,910		Other Assets			$	3,020
Risk Participation Agreement			0			Other Assets			0
Total derivatives not designated as hedging instruments									$	3,020

Derivative Assets
December 31, 2024
(In thousands)			Notional Amount			Balance Sheet Location			Fair Value
Derivatives designated as hedging instruments
Interest Rate Products			$	150,000		Other Assets			$	864
Total derivatives designated as hedging instruments									$	864
Derivatives not designated as hedging instruments
Interest Rate Products			$	175,865		Other Assets			$	1,831
Risk Participation Agreement			0			Other Assets			0
Total derivatives not designated as hedging instruments									$	1,831

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Derivative Liabilities
March 31, 2025
(In thousands)			Notional Amount			Balance Sheet Location			Fair Value
Derivatives not designated as hedging instruments
Interest Rate Products			$	179,910		Other Liabilities			$	3,290
Risk Participation Agreement			53,629			Other Liabilities			117
Total derivatives not designated as hedging instruments									$	3,407
December 31, 2024
(In thousands)			Notional Amount			Balance Sheet Location			Fair Value
Derivatives not designated as hedging instruments
Interest Rate Products			$	178,646		Other Liabilities			$	1,990
Risk Participation Agreement			44,387			Other Liabilities			83
Total derivatives not designated as hedging instruments									$	2,073

Tabular Disclosure of the Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Income

The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of income for the three months ended March 31, 2025 and 2024:

The Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Income
			Location of Gain or (Loss) Recognized in Income on Derivative
			03/31/2025			03/31/2024
(In thousands)			Interest Income
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of fair value or cash flow hedges are recorded			$	294		$	664
The effects of fair value and cash flow hedging:
Gain or (loss) on fair value hedging relationships in Subtopic 815-20
Interest contracts
Hedged items			340			(1,165)
Derivatives designated as hedging instruments			(46)			1,829

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Tabular Disclosure of the Effect of Derivatives Not Designated as Hedging Instruments on the Income Statement

The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the consolidated statements of income for the three months ending March 31, 2025 and March 31, 2024:

Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Statements of Income
Derivatives Not Designated as Hedging Instruments under Subtopic 815-20			Location of Gain or (Loss) Recognized in Income on Derivative			Amount of Gain or (Loss) Recognized in Income on Derivative			Amount of Gain or (Loss) Recognized in Income on Derivative
						Three Months Ended
(In thousands)						03/31/2025			03/31/2024
Interest Rate Products			Other Income			$	(111)		$	36
Risk Participation Agreement			Other Income			25			72
Total						$	(86)		$	108
Fee Income			Other Income			$	29		$	239

Credit-risk-related Contingent Features

Applicable for OTC derivatives with dealers

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

As of March 31, 2025 and December 31, 2024, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $3.2 million and $1.3 million, respectively. As of March 31, 2025 and December 31, 2024, the Company has posted $2.4 million and $260,000, respectively, in collateral related to these agreements. The interest rate hedge counterparty has posted $0 and $890,000 of collateral in proportion to potential losses in the derivative position at March 31, 2025 and December 31, 2024, respectively.

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

BUSINESS

 

Overview

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 March 31, 2025, the Company had one wholly-owned banking subsidiary, Tompkins Community Bank. Tompkins Community Bank provides a full array of wealth management services under the Tompkins Financial Advisors brand, including investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. The Company also has a wholly-owned insurance agency subsidiary, Tompkins Insurance Agencies, Inc. ("Tompkins Insurance"). The Company’s principal offices are located at 118 E. Seneca Street, P.O. Box 460, Ithaca, NY, 14850, and its telephone number is (888) 503-5753. The Company’s common stock is traded on the NYSE American under the Symbol "TMP."

Tompkins' strategy centers around our core values and a commitment to delivering long-term value to our clients, communities, and shareholders. A key strategic initiative for the Company is a focus on responsible and sustainable growth, including initiatives to grow organically through our current businesses, as well as through possible acquisitions of financial institutions, branches, and financial services businesses. As such, the Company has acquired, and from time to time considers acquiring, banks, thrift institutions, branch offices of banks or thrift institutions, or other businesses 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.

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Business Segments

Banking services consist primarily of attracting deposits from the areas served by Tompkins Community Bank, which has 54 banking offices (38 offices in New York and 16 offices in Pennsylvania) and using those deposits to originate a variety of commercial loans, agricultural loans, consumer loans, real estate loans, 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 provided under the trade name Tompkins Financial Advisors. Tompkins Financial Advisors offers services to customers of Tompkins Community Bank and shares offices in each of the banking markets.

 

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 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. Tompkins Insurance offers services to customers of Tompkins Community Bank and shares offices in each of the banking markets. In addition to these shared offices, Tompkins Insurance has five stand-alone offices in Western New York, and one stand-alone office in Tompkins County, New York.

 

The Company’s principal expenses are interest on deposits, interest on borrowings, and operating and general administrative expenses, as well as provisions for credit 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 business, 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 services that the Company does not currently provide. In addition, many of the Company’s non-bank competitors are not subject to the same extensive Federal regulations that govern financial holding companies and Federally-insured banks.

 

Competition among financial institutions is based upon interest rates offered on deposit accounts, interest rates charged on loans and other credit and service charges, the quality and scope of the services rendered, the convenience of facilities and services, and, in the case of loans to commercial borrowers, relative lending limits. 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 the Company’s subsidiary bank 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. In addition, the Company focuses on providing unparalleled customer service, which includes offering a strong suite of products and services, including products that are accessible to our customers through digital means. Although management feels that this business model has caused the Company to grow its customer base in recent years and allows it to compete effectively in the markets it serves, we cannot assure you that such factors will result in future success.

Regulation

Banking, insurance services and wealth management are highly regulated. As a financial holding company including a community bank, a registered investment adviser, 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, the Financial Industry Regulatory Authority, and the Pennsylvania Insurance Department.

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 months ended March 31, 2025. 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

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the year ended December 31, 2024, 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, which is comprised of 191 domestic bank holding companies with $3 billion to $10 billion in total assets as defined in the Federal Reserve’s "Bank Holding Company Performance Report" for December 31, 2024 (the most recent report available). Although the peer group data is presented based upon financial information that is one fiscal quarter behind the financial information included in this report, the Company believes that it is relevant to include certain peer group information for comparison to current quarter numbers.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The statements contained in this Report that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements may be identified by use of such words as "may", "will", "estimate", "intend", "continue", "believe", "expect", "plan", or "anticipate", as well as the negative and other variations of these terms and other similar words. Examples of forward-looking statements may include statements regarding the asset quality of the Company's loan portfolios; the level of the Company's allowance for credit losses; the sufficiency of liquidity sources; the Company's exposure to changes in interest rates, and to new, changed, or extended government/regulatory expectations; the need to sell securities before recovery of amortized cost; the impact of changes in accounting standards; and trends, plans, prospects, growth and strategies. Forward-looking statements are made based on management’s expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors relating to the Company’s operations and economic environment, all of which are difficult to predict and many of which are beyond the control of the Company, that could cause actual results of the Company to differ materially from those expressed and/or implied by forward-looking statements and historical performance. The following factors, in addition to those listed as Risk Factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, are among those that could cause actual results to differ materially from the forward-looking statements and historical performance: changes in general economic, market and regulatory conditions; our ability to attract and retain deposits and other sources of liquidity; gross domestic product growth and inflation trends; the impact of the interest rate and inflationary environment on the Company's business, financial condition and results of operations; other income or cash flow anticipated from the Company's operations, investment and/or lending activities; changes in laws and regulations affecting public companies, banks, bank holding companies and/or financial holding companies, including the Dodd-Frank Act, and other federal, state and local government mandates; the impact of any change in the FDIC insurance assessment rate or the rules and regulations related to the calculation of the FDIC insurance assessment amount; increased supervisory and regulatory scrutiny of financial institutions; technological developments and changes; cybersecurity incidents and threats; 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; reliance on large customers and the geographic concentration of our business; the ability to access financial resources in the amounts, at the times, and on the terms required to support the Company's future businesses; and the economic impact, including potential market volatility, of national and global events, including the response to bank failures, war and geopolitical matters (including the war in Israel and surrounding regions and the war in Ukraine), tariffs and trade wars, widespread protests, civil unrest, political uncertainty, and pandemics or other public health crises. The Company does not undertake any obligation to update its forward-looking statements.

Critical Accounting Policies

The accounting and reporting policies followed by the Company conform, in all material respects, to U.S. generally accepted accounting principles ("GAAP") 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 policy relating to the allowance for credit losses ("allowance", or "ACL") to be a critical accounting policy because of the uncertainty and subjectivity involved in this policy and the material effect that estimates related to this area can have on the Company’s results of operations.

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The Company’s methodology for estimating the allowance considers available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. Refer to "Financial Condition - Allowance for Credit Losses" below, and to Note 5 - "Allowance for Credit Losses" and Note 1 – "Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

For information on the Company's significant 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 contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Refer to Newly Adopted Accounting Standards" and "Accounting Standards Pending Adoption" in Note 2 - "Basis of Presentation" in the Notes to Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for a discussion of recent accounting standards updates.

Critical Accounting Estimates

The Company's significant accounting policies conform with GAAP and are described in Note 1 "Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. In applying those accounting policies, management of the Company is required to exercise judgment in determining many of the methodologies, assumptions and estimates to be utilized. Certain critical accounting estimates are more dependent on such judgment and in some cases may contribute to volatility in the Company's reported financial performance should the assumptions and estimates used change over time due to changes in circumstances. The most significant area in which management of the Company applies critical assumptions and estimates includes the following:

•Accounting for credit losses - The Company accounts for the allowance for credit losses using the current expected credit loss model. Under this model, the allowance for credit losses represents a valuation account that is deducted from the amortized cost basis of certain financial assets, including loans and leases, to present the net amount expected to be collected at the balance sheet date. A provision for credit losses is recorded to adjust the level of the allowance as deemed necessary by management. In estimating expected losses in the loan and lease portfolio, borrower-specific financial data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period. For certain loan pools that share similar risk characteristics, the Company utilizes statistically developed models to estimate amounts and timing of expected future cash flows, collateral values and other factors used to determine the borrowers' abilities to repay obligations. Such models consider historical correlations of credit losses with various macroeconomic assumptions including unemployment and gross domestic product. These forecasts may be adjusted for inherent limitations or biases of the models. Subsequent to the forecast period, the Company utilizes longer-term historical loss experience to estimate losses over the remaining contractual life of the loans. Changes in the circumstances considered when determining management's estimates and assumptions could result in changes in those estimates and assumptions, which could result in adjustment of the allowance for credit losses in future periods. A discussion of facts and circumstances considered by management in determining the allowance for credit losses is included herein in Note 5 - "Allowance for Credit Losses" in the Notes to the Unaudited Consolidated Financial Statements.

RESULTS OF OPERATIONS

 

Performance Summary

Net income for the first quarter of 2025 was $19.7 million or $1.37 diluted earnings per share, compared to $16.9 million or $1.18 diluted earnings per share for the same period in 2024. The increase in net income from the first quarter of 2024 was mainly a result of higher net interest income, driven by increased interest income on loans, stabilized funding costs, and growth in fee-based businesses and other income, partially offset by higher provision for credit loss expense.

Return on average assets ("ROA") for the quarter ended March 31, 2025 was 0.99%, compared to 0.87% for the quarter ended March 31, 2024. Return on average shareholders’ equity ("ROE") for the first quarter of 2025 was 10.96%, compared to 10.18% for the same period in 2024.

 

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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 $15.7 million for the first quarter of 2025, an increase of $2.1 million or 15.7% from net income of $13.6 million for the same period in 2024. The increase in net income for the first quarter of 2025 compared to the first quarter of 2024 was primarily due to an increase in net interest margin and other income, partially offset by an increase in provision expense.

 

Net interest income of $56.7 million for the first quarter of 2025 was up $6.0 million or 11.8% from the same period in 2024. The increase in net interest income was primarily due to higher yields on interest earning assets paired with a reduction in funding costs. The average yield on interest-earning assets benefited from a shift in the composition of average earning assets with growth in average loan balances, as well as higher average yields on loans and securities. The reduction in average funding cost was mainly a result of improved funding mix and lower rates on other borrowings.

The provision for credit loss expense was $5.3 million for the three months ended March 31, 2025, compared to a provision expense of $854,000 for the same period in 2024. The provision in the first quarter of 2025 was mainly driven by specific reserves on one commercial real estate relationship. For additional information, see the section titled "Financial Condition - Allowance for Credit Losses" below.

Noninterest income of $8.6 million for the three months ended March 31, 2025 was up $1.5 million or 21.6% compared to the same period in 2024. The increase in the three months ended March 31, 2025 from the same period in 2024 included a gain on the sale of other real estate owned ("OREO") of $1.9 million and an increase in loan sales of $381,000. These increases were partially offset by decreases in derivative fee income ($405,000) and card servicing fees ($313,000). Card services income in the first quarter of 2024 included a $255,000 sign-on bonus related to the renewal of a card services contract.

Noninterest expense of $39.7 million for the first quarter of 2025 was up $330,000 or 0.8% from the same period in 2024. Salary and employee benefits were up compared to the same period in 2024 mainly due to increased wages and health insurance. These increases were partially offset with decreases in technology expense and premises and furniture, fixtures and equipment expenses.

 

Insurance Segment

The insurance segment reported net income of $3.2 million for the three months ended March 31, 2025, which was up $780,000 or 32.6% compared to the first quarter of 2024. Noninterest income in the first quarter of 2025 increased by $1.2 million or 11.2% compared to the same period in 2024. Insurance commissions were up $680,000 or 7.6%, and contingency income was up $713,000 or 54.6%, compared to the first quarter of 2024.

Noninterest expenses were up $98,000 or 1.4% for the first quarter of 2025 compared to the first quarter of 2024 mainly due to increases in salaries and employee benefits.

Wealth Management Segment

The wealth management segment reported net income of $821,000 for the three months ended March 31, 2025, which was down $106,000 or 11.4% compared to the first quarter of 2024. The decrease in net income for the three month period ended March 31, 2025, compared to the same period in 2024, was mainly attributable to an increase in noninterest expense which outpaced revenue growth. Noninterest expense for the first quarter of 2025 increased by $312,000 or 8.2% compared to the same period of 2024. The increase in noninterest expense was mainly attributable to an increase in salaries and employee benefits and technology expense, which were up $152,000 and $104,000, respectively, for the first three months of 2025 compared to the same period in 2024.

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Average Net Interest Income

The following tables show average interest-earning assets and interest-bearing liabilities, and the corresponding yield or cost associated with each, for each of the three month periods ended March 31, 2025 and 2024 and the prior quarter ended December 31, 2024:

Average Consolidated Statements of Condition and Net Interest Analysis (Unaudited)
			Quarter Ended									Quarter Ended									Quarter Ended
			March 31, 2025									December 31, 2024									March 31, 2024
(dollar amounts in thousands)			Average Balance (QTD)			Interest			Average Yield/Rate			Average Balance (QTD)			Interest			Average Yield/Rate			Average Balance (QTD)			Interest			Average Yield/Rate
ASSETS
Interest-earning assets
Interest-bearing balances due from banks			$	16,424		$	175		4.32		%	$	19,065		$	235		4.90		%	$	12,202		$	154		5.08		%
Securities1
U.S. Government securities			1,598,785			9,441			2.39		%	1,619,973			9,471			2.33		%	1,756,122			10,303			2.36		%
State and municipal2			85,893			554			2.62		%	86,481			557			2.56		%	89,886			570			2.55		%
Total securities			1,687,953			10,048			2.41		%	1,709,741			10,083			2.35		%	1,849,286			10,933			2.38		%
FHLBNY and FRB stock			31,983			711			9.01		%	30,665			894			11.60		%	34,613			601			6.99		%
Total loans and leases, net of unearned income2,3			6,025,363			78,835			5.31		%	5,931,771			79,126			5.31		%	5,621,604			71,779			5.14		%
Total interest-earning assets			7,761,723			89,769			4.69		%	7,691,242			90,338			4.67		%	7,517,705			83,467			4.47		%
Other assets			294,855									282,490									283,420
Total assets			$	8,056,578								$	7,973,732								$	7,801,125
LIABILITIES & EQUITY
Deposits
Interest-bearing deposits
Interest bearing checking, savings, & money market			$	3,682,318		$	16,093		1.77		%	$	3,661,006		$	17,223		1.87		%	$	3,546,216		$	15,036		1.71		%
Time deposits			1,159,039			10,557			3.69		%	1,076,300			10,331			3.82		%	988,891			9,398			3.82		%
Total interest-bearing deposits			4,841,357			26,650			2.23		%	4,737,306			27,554			2.31		%	4,535,107			24,434			2.17		%
Federal funds purchased & securities sold under agreements to repurchase			47,653			41			0.35		%	39,519			11			0.11		%	48,779			13			0.10		%
Other borrowings			561,983			6,109			4.41		%	534,219			6,176			4.60		%	622,951			8,061			5.21		%
Total interest-bearing liabilities			5,450,993			32,800			2.44		%	5,311,044			33,741			2.53		%	5,206,836			32,508			2.51		%
Noninterest bearing deposits			1,779,197									1,844,772									1,831,244
Accrued expenses and other liabilities			98,278									101,370									96,292
Total liabilities			7,328,468									7,257,186									7,134,373
Tompkins Financial Corporation Shareholders’ equity			728,110									715,299									665,333
Noncontrolling interest			0									1,247									1,419
Total equity			728,110									716,546									666,752
Total liabilities and equity			$	8,056,578								$	7,973,732								$	7,801,125
Interest rate spread									2.25		%							2.15		%							1.95		%
Tax-equivalent net interest income/margin on earning assets						56,969			2.98		%				56,597			2.93		%				50,959			2.73		%
Tax-equivalent adjustment						(307)									(316)									(284)
Net interest income						$	56,662								$	56,281								$	50,675

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

2 Interest income includes the tax effects of taxable-equivalent adjustments using an effective income tax rate of 21% in 2025 and 2024 to increase tax exempt interest income to taxable-equivalent basis.

3 Nonaccrual loans are included in the average asset totals presented above. Payments received on nonaccrual loans have been recognized as disclosed in Note 1 of the Company’s consolidated financial statements included in Part 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Net Interest Income 

Net interest income is the Company’s largest source of revenue, representing 69.4% of total revenues for the three months ended March 31, 2025, compared to 69.6% for the same period in 2024. Net interest income is dependent on the volume and

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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, for the periods indicated.

Net interest income for the three months ended March 31, 2025 of $56.7 million was up $6.0 million or 11.8% from the same period in 2024. The increase in net interest income compared to the same period in 2024 was mainly due to higher average loan balances and higher average loan yields, and lower funding costs resulting from improved funding mix. The average yield on interest-earning assets for the three months ended March 31, 2025 was up 22 basis points over the same period in 2024, while the average cost of interest-bearing liabilities was down 7 basis points over the same period.

Net interest margin for the three months ended March 31, 2025 was 2.98% compared to 2.93% for the most recent prior quarter, and 2.73% for the first quarter of 2024. The increase in net interest margin, when compared to the most recent prior quarter, was mainly due to lower funding costs reflecting a decrease in average deposit and borrowing rates. The increase in net interest margin when compared to the prior year period was mainly a result of higher yields on average interest earning assets and higher average loan balances, and lower funding costs resulting from improved funding mix.

Interest income for the three months ended March 31, 2025 was $89.8 million, up $6.3 million or 7.6% compared to the same period in 2024. The increase over the prior year period reflects higher average balances and higher average yields on interest-earning assets. The average yield on interest-earning assets increased 22 basis points from the same period in 2024, while average interest earning assets increased $244.0 million or 3.2%.

The increase in interest income was mainly in interest and fees on loans, driven by higher yields and higher average balances for the three months ended March 31, 2025, compared to the same period in 2024. Average loan balances for the first quarter of 2025 were up $403.8 million or 7.2% from the first quarter of 2024, while the 5.31% average yield on loans for the first quarter of 2025 was up 17 basis points from the average yield on loans for the first quarter of 2024. The first quarter of 2025 included the reversal of $450,000 of interest income related to one commercial real estate loan that was placed on nonaccrual during the quarter.

Interest income on securities, excluding dividends on FHLB stock, for the three months ended March 31, 2025, was down $883,000 or 8.1% as compared to the same period in 2024, as higher average yields were offset by lower average balances. The average yield on total securities for the first quarter of 2025 increased 3 basis points, while average balances for securities decreased $161.3 million, or 8.7%, from the same period in 2024.

Interest expense for the three months ended March 31, 2025 increased by $292,000 or 0.9% compared to the same period in 2024, reflecting growth in average interest-bearing deposits and a 6 basis point increase in average cost of interest-bearing deposits. The average cost of interest-bearing liabilities for the first quarter of 2025 was 2.44%, a decrease of 7 basis points from the first quarter of 2024, as a result of change in the mix of interest-bearing liabilities, with an increase in average interest-bearing deposits, partially offset by a decrease in average other borrowings, and a decrease in the average cost of borrowings.

Average interest-bearing deposits for the first quarter of 2025 were up $306.3 million or 6.8% over the same period in 2024. The growth was largely in average time deposits, which were up $170.1 million or 17.2% for the first quarter of 2025 compared to the same period in 2024, while the average cost of time deposits was down 13 basis points over the same period. Average other borrowings for the three months ended March 31, 2025 were down $61.0 million or 9.8% compared to the same period in 2024. The average rate paid on other borrowings for the first quarter of 2025 was down 80 basis points over the same period in 2024.

Provision for Credit Losses 

The provision for credit losses represents management’s estimate of the amount necessary to maintain the allowance for credit losses at an appropriate level. The provision for credit losses for the three months ended March 31, 2025 was $5.3 million compared to $854,000 for the same period in 2024. The increase in provision expense for the first quarter of 2025 was largely the result of a specific reserve for one commercial real estate relationship based on an updated appraisal received at the end of the quarter. Included in the provision for credit losses for the first quarters of both 2025 and 2024 were provision expenses of $27,000 and $506,000, respectively, related to off-balance sheet exposures related to the commercial loan pipeline. Net charge-offs for the first quarter of 2025 were $733,000 compared to net charge-offs of $228,000 reported for the same period in 2024. The section captioned "Financial Condition – Allowance for Credit Losses" below has further details on the allowance for credit losses and asset quality metrics.

 

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Noninterest Income 

Noninterest income was $25.0 million for the first quarter of 2025, up 13.1% compared to the first quarter of 2024. Noninterest income represented 30.6% of total revenue for the three months ended March 31, 2025, compared to 30.4% for the same period in 2024.

Insurance commissions and fees of $11.6 million in the first quarter of 2025 were up $1.3 million or 13.1% compared to the same period in 2024. Insurance commissions were up $680,000 or 7.7%, while contingency income was up $713,000 or 54.6%, compared to the first quarter of 2024. Growth was mainly in commercial lines, driven by new business, rate increases related to current market conditions, and improved ratios as they relate to carrier profit-sharing calculations.

Wealth management fees of $5.1 million in the first quarter of 2025 were up $182,000 or 3.7% compared to the first quarter of 2024. The increase in investment services income for the three-month period ended March 31, 2025 was mainly a result of an increase in advisory revenue. Wealth management fees include trust services, financial planning, wealth management services, and brokerage related services and are generally based on the market value of assets within an account and are thus impacted by volatility in equity and bond markets. The fair value of assets managed by, or in custody of, Tompkins was $3.1 billion at March 31, 2025, down from $3.2 billion at March 31, 2024.

Card services income of $2.6 million in the first quarter of 2025 was down $313,000 or 10.6% compared to the same period in 2024. The prior year's results included a one-time $255,000 sign-on bonus associated with renewal of a card services contract.

Other income of $3.9 million in the first quarter of 2025 was up $1.6 million or 74.3% compared to the same period in 2024. The increase in the first quarter of 2025 compared to the same period in 2024 included a gain on the sale of OREO, up $1.9 million.

Noninterest Expense 

Noninterest expense was $50.6 million for the first quarter of 2025, up $750,000 or 1.5% compared to the same period in 2024. Noninterest expense as a percentage of total revenue for the first quarter of 2025 was 61.9% compared to 68.5% for the same period in 2024.

 

Expenses associated with salaries and wages and employee benefits are the largest component of noninterest expense, representing 63.4% of total noninterest expense for the first quarter of 2025, unchanged from the first quarter of 2024. Salaries and wages and employee benefit expense for the three months ended March 31, 2025 were up $969,000 or 3.1% in 2024, driven by normal merit adjustments and increases in health insurance.

Income Tax Expense 

The provision for income taxes was $6.1 million for an effective rate of 23.72% for the first quarter of 2025, compared to tax expense of $5.2 million and an effective rate of 23.52% for the same quarter in 2024. The effective rates differ from the U.S. statutory rate primarily due to the effect of tax-exempt income from loans, securities and life insurance assets, and the income tax effects associated with stock-based compensation.

FINANCIAL CONDITION

 

Total assets were $8.2 billion at March 31, 2025, up $90.6 million or 1.1% from December 31, 2024. Cash and cash equivalents were up $58.7 million or 43.7%, total loans were up $46.7 million or 0.8% and total securities were up $27.8 million or 1.8% compared to December 31, 2024. Total deposits were up $281.7 million or 4.4% from December 31, 2024, Federal funds purchased and securities sold under agreement to repurchase were up $85.9 million, and total borrowings were down $297.0 million or 37.6% from December 31, 2024.

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Securities

As of March 31, 2025, the Company’s securities portfolio was $1.6 billion or 19.2% of total assets, compared to $1.5 billion or 19.1% of total assets at year-end 2024. The following table details the composition of the securities portfolio:

 

Available-for-Sale Debt Securities
			March 31, 2025						December 31, 2024
(In thousands)			Amortized Cost			Fair Value			Amortized Cost			Fair Value
U.S. Treasuries			$	75,232		$	72,509		$	75,141		$	71,497
Obligations of U.S. Government sponsored entities			399,006			387,448			398,648			380,280
Obligations of U.S. states and political subdivisions			85,483			76,883			86,328			77,694
Mortgage-backed securities - residential, issued by
U.S. Government agencies			65,124			60,651			68,130			63,254
U.S. Government sponsored entities			746,099			659,373			736,376			636,360
U.S. corporate debt securities			2,500			2,478			2,500			2,447
Total available-for-sale debt securities			$	1,373,444		$	1,259,342		$	1,367,123		$	1,231,532

Held-to-Maturity Debt Securities
			March 31, 2025						December 31, 2024
(In thousands)			Amortized Cost			Fair Value			Amortized Cost			Fair Value
U.S. Treasuries			$	85,994		$	76,526		$	86,049		$	74,688
Obligations of U.S. Government sponsored entities			226,483			198,294			226,413			192,607
Total held-to-maturity debt securities			$	312,477		$	274,820		$	312,462		$	267,295

 

The decrease in unrealized losses, which reflects the amount that amortized cost exceeds fair value, related to the available-for-sale debt and held-to-maturity debt portfolios was due primarily to changes in market interest rates during the first three months of 2025. 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.

 

For available-for-sale debt securities in an unrealized loss position, the Company evaluates the securities to determine whether the decline in the fair value below the amortized cost basis (technical impairment) is the result of changes in interest rates or reflects a fundamental change in the credit worthiness of the underlying issuer. Any impairment that is not credit related is recognized in other comprehensive income (loss), net of applicable taxes. Credit-related impairment is recognized as an allowance for credit losses ("ACL") on the Statements of Condition, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Both the ACL and the adjustment to net income may be reversed if conditions change.

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-related quality of the investment securities. The Company does not have the intent to sell these securities and does not believe it is more likely than not that the Company will be required to sell these securities before a recovery of amortized cost.

Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Management has made the accounting policy election to exclude accrued interest receivable on held-to-maturity debt securities from the estimate of credit losses. As of March 31, 2025, the held-to- maturity portfolio consisted of U.S. Treasury securities and securities issued by U.S. government-sponsored enterprises, including The Federal National Mortgage Agency, the FHLB and the Federal Farm Credit Banks Funding Corporation. U.S. Treasury securities are backed by the full faith and credit of and/or guaranteed by the U.S. government, and it is expected that

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the securities will not be settled at prices less than the amortized cost bases of the securities. Securities issued by U.S. government agencies or U.S. government-sponsored enterprises carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as "risk-free," and have a long history of zero credit loss. As such, the Company did not record an allowance for credit losses for these securities as of March 31, 2025.

The Company did not recognize any net credit impairment charge to earnings on investment securities in the first quarter of 2025.

Loans and Leases
Loans and leases as of the end of the first quarter and prior year-end period were as follows:
(In thousands)			03/31/2025			12/31/2024
Commercial and industrial
Agriculture			$	93,688		$	110,007
Commercial and industrial other			877,151			855,568
Subtotal commercial and industrial			970,839			965,575
Commercial real estate
Construction			377,238			385,931
Agriculture			221,652			217,582
Commercial real estate other			2,827,282			2,776,304
Subtotal commercial real estate			3,426,172			3,379,817
Residential real estate
Home equity			205,512			204,194
Mortgages			1,366,441			1,366,646
Subtotal residential real estate			1,571,953			1,570,840
Consumer and other
Indirect			156			229
Consumer and other			90,621			96,163
Subtotal consumer and other			90,777			96,392
Leases			11,782			12,484
Total loans and leases			6,071,523			6,025,108
Less: unearned income and deferred costs and fees			(4,878)			(5,186)
Total loans and leases, net of unearned income and deferred costs and fees			$	6,066,645		$	6,019,922

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The table below shows a more detailed break-out of CRE loans as of March 31, 2025 and December 31, 2024.

			03/31/2025						12/31/2024
(In thousands)			Balance			% CRE			Balance			% CRE
Construction			$	377,238		11.01		%	$	385,931		11.40		%
Multi-family/Single family real estate			708,649			20.68		%	677,532			20.05		%
Agriculture			221,652			6.47		%	217,582			6.44		%
Retail1			453,470			13.24		%	429,562			12.71		%
Hotels/motels			180,793			5.28		%	182,437			5.40		%
Office space2			232,417			6.78		%	232,469			6.88		%
Industrial3			246,998			7.21		%	243,616			7.21		%
Mixed Use			342,663			10.00		%	344,708			10.20		%
Medical4			152,388			4.45		%	148,009			4.38		%
Other			509,904			14.88		%	517,971			15.33		%
Total			$	3,426,172		100.00		%	$	3,379,817		100.00		%
1Retail included 2.52% and 2.68%, respectively, of owner occupied real estate at March 31, 2025 and December 31, 2024.
2Office space included 1.43% and 1.36%, respectively, of owner occupied real estate at March 31, 2025 and December 31, 2024.
3Industrial included 2.69% and 2.27%, respectively, of owner occupied real estate at March 31, 2025 and December 31, 2024.
4Medical included 2.62% and 2.45%, respectively, of owner occupied real estate at March 31, 2025 and December 31, 2024.

Total loans and leases of $6.1 billion at March 31, 2025 were up $46.7 million or 0.8% from December 31, 2024. The increase was mainly in commercial real estate loans, which were up $46.4 million or 1.4%, to $3.4 billion at March 31, 2025. As of March 31, 2025, total loans and leases represented 74.0% of total assets compared to 74.2% of total assets at December 31, 2024.

Residential real estate loans, including home equity loans, were $1.6 billion at March 31, 2025, and were in line with December 31, 2024, and comprised 25.9% of total loans and leases at March 31, 2025. Changes in residential loan balances are 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. 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 or negligence, and fraud. The Company has not had to repurchase any loans as a result of these representations and warranties.

During the first three months of 2025 and 2024, the Company sold residential loans totaling $11.6 million and $1.1 million, respectively, recognizing gains on these sales of $454,000 and $73,000, 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 totaled $1.2 million at March 31, 2025 and $1.1 million December 31, 2024. 

Commercial real estate loans and commercial and industrial loans totaled $3.4 billion and $970.8 million, respectively, and represented 56.5% and 16.0%, respectively, of total loans at March 31, 2025. The commercial real estate loans and commercial and industrial loans as of March 31, 2025 were up $46.4 million or 1.4% and $5.3 million or 0.5% over year-end 2024, respectively.

As of March 31, 2025, agriculturally-related loans totaled $315.3 million or 5.2% of total loans and leases, compared to $327.6 million or 5.4% of total loans and leases at December 31, 2024. Agriculturally-related loans include loans to dairy farms and crop farms. Agricultural-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.

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The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. Management reviews these policies and procedures on a regular basis. The Company discussed its lending policies and underwriting guidelines for its various lending portfolios in Note 4 – "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, 2024. There have been no significant changes in these policies and guidelines since the date of that report. The Company’s Board of Directors approves the lending policies at least annually. The Company recognizes that exceptions to policy guidelines may occasionally occur and has established procedures for approving exceptions to these policy guidelines. Management has also implemented reporting systems to monitor loan originations, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans. 

The Company’s loan and lease customers are located primarily in the New York and Pennsylvania communities served by its subsidiary bank. Although operating in numerous communities in New York 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.

Allowance for Credit Losses

The tables below represent the allowance for credit losses as of March 31, 2025, December 31, 2024, and March 31, 2024. The tables provide, as of the dates indicated, an allocation of the allowance for credit losses for 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 for credit losses to each category does not restrict the use of the allowance to absorb losses in any category.

 

(In thousands)			03/31/2025			12/31/2024			03/31/2024
Allowance for credit losses
Commercial and industrial			$	8,618		$	7,684		$	7,586
Commercial real estate			39,308			35,837			31,467
Residential real estate			11,542			11,345			11,181
Consumer and other			1,497			1,568			1,396
Finance leases			58			62			74
Total			$	61,023		$	56,496		$	51,704
Allowance for credit losses as a percentage of total loans and leases			1.01		%	0.94		%	0.92		%
Allowance/nonperforming loans and leases			85.85		%	111.06		%	82.47		%

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Activity in the Company’s allowance for credit losses during the first three months of 2025 and 2024 is illustrated in the table below:

Analysis of the Allowance for Credit Losses
(In thousands)			03/31/2025			03/31/2024
Average loans outstanding during period			$	6,025,363		$	5,621,604
Balance of allowance at beginning of year			56,496			51,584
LOANS CHARGED-OFF:
Commercial and industrial			185			0
Commercial real estate			0			0
Residential real estate			0			0
Consumer and other			779			445
Total loans charged-off			$	964		$	445
RECOVERIES OF LOANS PREVIOUSLY CHARGED-OFF:
Commercial and industrial			42			7
Commercial real estate			2			2
Residential real estate			27			120
Consumer and other			160			88
Total loans recovered			$	231		$	217
Net loans charged-off (recovered)			733			228
Provision for credit losses related to loans			5,260			348
Balance of allowance at end of period			$	61,023		$	51,704
Annualized net charge-offs (recoveries) on loans to average total loans and leases during the period			0.05		%	0.02		%

As of March 31, 2025, the allowance for credit losses was $61.0 million, up $4.5 million or 8.0% compared to December 31, 2024, and up $9.3 million or 18.0% compared to March 31, 2024. The allowance for credit losses as a percentage of total loans measured 1.01% at March 31, 2025, up from 0.94% reported at December 31, 2024, and 0.92% at March 31, 2024.

The increase in the allowance for credit losses coverage ratio over prior quarter end and the end of the prior year first quarter was mainly driven by specific reserves on an individually analyzed nonaccrual commercial real estate credit and updates to economic forecasts for unemployment and GDP. These were partially offset by lower qualitative reserves related to asset quality measures. A specific reserve of $4.2 million was added to one commercial real estate relationship totaling $18.1 million. The specific reserve reflects the estimated decrease in fair value of the collateral based on a new appraisal received at the end of the quarter which is currently under internal review. The property currently generates positive cash flow and a majority of it is tenant occupied.

The ratio of the allowance to nonperforming loans and leases was 85.85% at March 31, 2025, compared to 111.06% at December 31, 2024, and 82.47% at March 31, 2024. The decrease in the ratio compared to year-end 2024 was due to an increase in nonperforming loans and leases. The increase in nonperforming loans at quarter-end March 31, 2025 compared to prior quarter-end was mainly due to the addition of one commercial real estate loan of $17.3 million being moved into nonperforming loans and leases during the first quarter of 2025, which was previously included in loans past due 30-89 days. The Company believes that the existing collateral securing the loans is sufficient to cover the exposure as of March 31, 2025. The Company’s nonperforming loans and leases are mostly comprised of collateral-dependent loans with limited exposure or loans that require limited specific reserve due to the level of collateral available with respect to these loans and/or previous charge-offs.

The provision expense for credit losses for loans is based upon the Company's quarterly evaluation of the appropriateness of the allowance for credit losses. The provision for credit losses for the first quarter of 2025 was $5.3 million compared to $854,000 for the first quarter of 2024. The increase in provision expense is reflective of the previously discussed specific reserve on one commercial real estate relationship, updated economic forecasts, loan growth, and slight improvement in performance metrics within the commercial real estate portfolio. Net charge-offs for the three months ended March 31, 2025 were $733,000, compared to $857,000 for the fourth quarter of 2024, and $228,000 for the same period in 2024.

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Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans, and commercial letters of credit. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded. The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to credit loss expense for off-balance sheet credit exposures included in provision for credit loss expense in the Company's consolidated statements of income.

For the three months ended March 31, 2025, the provision for credit losses on off-balance sheet credit exposures was $27,000 compared to $506,000 for the same period in 2024. The year-over-year decrease in provision expense was mainly a result of decreases in off-balance sheet exposures related to the commercial loan pipeline.

Analysis of Past Due and Nonperforming Loans
(In thousands)			03/31/2025			12/31/2024			03/31/2024
Loans 90 days past due and accruing
Residential real estate			$	1		$	9		$	0
Consumer and other			186			314			151
Total loans 90 days past due and accruing			$	187		$	323		$	151
Nonaccrual loans
Commercial and industrial			2,477			1,542			4,267
Commercial real estate			51,155			32,590			43,235
Residential real estate			17,141			16,278			14,729
Consumer and other			118			138			313
Total nonaccrual loans			$	70,891		$	50,548		$	62,544
Total nonperforming loans and leases			$	71,078		$	50,871		$	62,695
Other real estate owned			81			14,314			0
Total nonperforming assets			$	71,159		$	65,185		$	62,695
Total nonperforming loans and leases as percentage of total loans and leases			1.17		%	0.85		%	1.11		%
Total nonperforming assets as percentage of total assets			0.87		%	0.80		%	0.81		%

Asset quality measures at March 31, 2025 were mixed compared to December 31, 2024. Loans internally-classified Special Mention or Substandard totaled $110.8 million at March 31, 2025, down $316,000 or 0.3% compared to December 31, 2024. Loans past due 30-89 days totaled $12.3 million at March 31, 2025, down $16.5 million from year-end 2024.

Nonperforming assets include loans past due 90 days and accruing, nonaccrual loans, and foreclosed real estate/other real estate owned. Total nonperforming assets of $71.2 million at March 31, 2025 were up $6.0 million or 9.2% compared to December 31, 2024, and up $8.5 million or 13.5% compared to March 31, 2024. Nonperforming assets represented 0.87% of total assets at March 31, 2025, up from 0.80% at December 31, 2024, and 0.81% at March 31, 2024. Our peer group's average ratio of nonperforming assets to total assets was 0.49% at December 31, 2024. The increase in nonperforming assets at March 31, 2025 compared to year-end 2024 was mainly due to a $17.3 million commercial real estate loan being placed on nonaccrual during the quarter; this loan was previously included in loans past due 30-89 days. The Company believes that the existing collateral securing the loan is sufficient to cover the exposure as of March 31, 2025. The addition of this loan was partially offset by the sale of $14.3 million other real estate owned property during the quarter.

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

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The Company, through its internal loan review function, identified 15 commercial relationships totaling $23.8 million at March 31, 2025 that were potential problem loans. At December 31, 2024, the Company had identified 16 relationships totaling $41.2 million that were potential problem loans. Of the 15 commercial relationships at March 31, 2025 that were Substandard, there were 3 relationships that equaled or exceeded $1.0 million, which in aggregate totaled $19.8 million, the largest of which was $16.1 million. The potential problem loans remain in a performing status due to a variety of factors, including payment history, the value of collateral supporting the credits, and personal or government guarantees. These factors, when considered in the aggregate, give management reason to believe that the current risk exposure on these loans does not warrant accounting for these loans as nonperforming. However, these loans do exhibit certain risk factors, which have the potential to cause them to become nonperforming. Accordingly, management’s attention is focused on these credits, which are reviewed on at least a quarterly basis.

Capital

Total equity was $741.4 million at March 31, 2025, an increase of $27.9 million or 3.9% from December 31, 2024. The increase was mainly a result of the decrease in accumulated other comprehensive loss, reflecting the change in unrealized loss on available-for-sale debt securities from an unrealized loss of $101.7 million at December 31, 2024 to an unrealized loss of $85.6 million at March 31, 2025, and a $10.7 million or 2.0% increase in retained earnings from year-end 2024.

 

Additional paid-in capital decreased from $300.1 million at December 31, 2024 to $299.0 million at March 31, 2025. The decrease was primarily attributable to a $2.0 million payment of deferred stock compensation pursuant to the Company’s Second Amended and Restated Retainer Plan For Eligible Directors, partially offset by $0.9 million related to stock-based compensation expense. Retained earnings increased by $10.7 million from $537.2 million at December 31, 2024 to $547.9 million at March 31, 2025, reflecting net income of $19.7 million less dividends paid of $8.9 million. Accumulated other comprehensive loss decreased from a net loss of $118.5 million at December 31, 2024 to a net loss of $102.2 million at March 31, 2025, reflecting a $16.1 million decrease in unrealized losses on available-for-sale debt securities due to changes in market rates coupled with a $165,000 decrease related to post-retirement benefit plans.

Cash dividends paid in the first three months of 2025 totaled approximately $8.9 million or $0.62 per common share, representing 45.5% of year to date 2025 earnings through March 31, 2025, and up 3.5% compared to cash dividends of $8.6 million or $0.60 per common share paid in the first three months of 2024.

 

The Company and its subsidiary bank are subject to various regulatory capital requirements administered by Federal bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on the Company’s business, results of operation and financial condition. Under capital adequacy guidelines and the regulatory framework for prompt corrective action (PCA), banks must meet specific guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. Capital amounts and classifications of the Company and its subsidiary banks are also subject to qualitative judgments by regulators concerning components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the maintenance of minimum amounts and ratios of common equity Tier 1 capital, Total capital and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. Management believes that the Company and its subsidiary bank meet all capital adequacy requirements to which they are subject.

The following table provides a summary of the Company’s capital ratios as of March 31, 2025:

Regulatory Capital Analysis
March 31, 2025			Actual						Minimum Capital Required - Basel III Fully Phased-In						Well Capitalized Requirement
(dollar amounts in thousands)			Amount			Ratio			Amount			Ratio			Amount			Ratio
Total Capital (to risk weighted assets)			$	812,515		13.28		%	$	642,654		10.50		%	$	612,052		10.00		%
Tier 1 Capital (to risk weighted assets)			$	750,001		12.25		%	$	520,244		8.50		%	$	489,641		8.00		%
Tier 1 Common Equity (to risk weighted assets)			$	750,001		12.25		%	$	428,436		7.00		%	$	397,834		6.50		%
Tier 1 Capital (to average assets)			$	750,001		9.31		%	$	322,109		4.00		%	$	402,637		5.00		%

 

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As of March 31, 2025, the Company’s capital ratios exceeded the minimum required capital ratios plus the fully phased-in capital conservation buffer, and the minimum required capital ratios for well capitalized institutions. The capital levels required to be considered well capitalized, presented in the above table, are based upon prompt corrective action regulations, as amended to reflect the changes under Basel III Capital Rules.

Total capital as a percentage of risk weighted assets was 13.3% at March 31, 2025, up from 13.1% as of December 31, 2024. Tier 1 capital as a percentage of risk weighted assets was 12.3% as of March 31, 2025, an increase from 12.1% at year-end 2024. Tier 1 capital as a percentage of average assets was 9.3% at March 31, 2025, unchanged from December 31, 2024. Common equity Tier 1 capital was 12.3% at the end of the first quarter of 2025, up from 12.1% at the end of 2024.

As of March 31, 2025, the capital ratios for the Company’s subsidiary bank also exceeded the minimum required capital ratios plus the fully phased-in capital conservation buffer, and the minimum required capital ratios for well capitalized institutions.

Deposits and Other Liabilities

Total deposits of $6.8 billion at March 31, 2025 were up $281.7 million or 4.4% from December 31, 2024. The increase from year-end was primarily in checking, money market and savings balances, which collectively were up $190.9 million or 5.4% and time deposits, up $115.2 million or 10.8%. The increase was partially offset by decreases in non-interest bearing deposits, down $24.4 million or 1.3%. The increase in checking, money market and savings balances was mainly in municipal and ICS deposits and business money market deposits. The increase in time deposits included a $99.8 million increase in brokered deposits.

 

The Company is a participant in the IntraFi Network's IntraFi Cash Service (ICS) and Certificate of Deposit Account Registry Service (CDARS) programs. The Company uses these deposit sweep services to place customer funds from interest-bearing demand accounts, money market accounts, and/or time deposits to be placed with other participating network banks. Customer funds are placed at one or more participating banks to ensure that each deposit customer is eligible for the full amount of FDIC insurance. As a program participant, we receive reciprocal amounts of deposits from other participating network banks equal to the amount of our customer funds placed in the IntraFi Network. In addition to the reciprocal funding programs, the Company may utilize both the ICS and CDARS programs to obtain wholesale funding through One-Way Buy transactions. Funds obtained using one-way buy transactions are classified as brokered deposits. At March 31, 2025 the Company held $15.4 million in CDARS one-way buy funds.

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 and reciprocal deposit relationships with municipalities. Core deposits increased by $82.1 million or 1.6% from year-end 2024, to $5.3 billion at March 31, 2025. Core deposits represented 79.1% of total deposits at March 31, 2025, compared to 81.3% of total deposits at December 31, 2024.

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 $43.0 million at March 31, 2025 and $37.0 million at December 31, 2024. Management generally views local repurchase agreements as an alternative to large time deposits.

The Company has established several unsecured Federal funds purchased lines through various correspondent bank relationships, totaling $149.0 million. At March 31, 2025, $80.0 million of overnight Federal funds purchased was outstanding. There were no outstanding Federal funds purchased at December 31, 2024.

The Company’s other borrowings totaled $493.2 million at March 31, 2025, compared to $790.2 million at December 31, 2024. The increase in deposit balances, including brokered deposits, compared to year-end 2024, and the increase in Federal funds purchased, contributed to the decrease in other borrowings. Other borrowings at March 31, 2025 included $250.0 million in overnight advances from the FHLB and $243.2 million of FHLB term advances. The $790.2 million in other borrowings at December 31, 2024 included $247.0 million in overnight advances from the FHLB and $543.2 million in term advances from the FHLB. Of the $243.2 million in FHLB term advances at March 31, 2025, $100.0 million was due in over one year.

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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 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 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. Management measures liquidity, including the level of cash, unencumbered securities, and the availability of dependable borrowing sources. Liquidity sources including cash, unencumbered securities, discount window availability and FHLB capacity represented 18.6% of total assets at March 31, 2025. In addition, the Company maintains board policy limits requiring that on-balance sheet liquidity, which includes liquid assets including cash, overnight funds sold, short-term investments, fair value of encumbered investment securities, and the guaranteed portion of government & agency loans, remain above 3% of total assets. As of the end of the first quarter of 2025, this ratio was 11.4%.

 

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 deposits, municipal money market deposits, reciprocal deposits, bank borrowings, securities sold under agreements to repurchase, overnight and term advances from the FHLB, and other funding sources. Rates and terms are the primary determinants of the mix of these funding sources. Non-core funding sources of $2.0 billion at March 31, 2025 decreased $11.4 million or 0.6% as compared to year end 2024. Non-core funding sources, as a percentage of total liabilities, were 27.2% at March 31, 2025, compared to 27.5% at December 31, 2024.

 

Non-core funding sources may require securities to be pledged against the underlying liability. Securities carried at $852.4 million at March 31, 2025, and $904.2 million at December 31, 2024, were either pledged or sold under agreements to repurchase. Pledged securities represented 50.5% of total securities at March 31, 2025, compared to 53.8% of total securities at December 31, 2024.

 

Cash and cash equivalents totaled $193.1 million as of March 31, 2025 which increased from $134.4 million at December 31, 2024. Short-term investments, consisting of securities due in one year or less, increased from $99.2 million at December 31, 2024 to $120.0 million at March 31, 2025.

 

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 $720.0 million at March 31, 2025 compared with $699.6 million at December 31, 2024. Outstanding principal balances of residential mortgage loans, consumer loans, and leases totaled approximately $1.7 billion at March 31, 2025, unchanged compared with December 31, 2024. Aggregate amortization from monthly payments on these assets provides significant additional cash flow to the Company.

The Company's liquidity is enhanced by ready access to national and regional wholesale funding sources including Federal funds purchased, repurchase agreements, brokered deposits, Federal Reserve Bank Discount Window advances and FHLB advances. Through its subsidiary bank, the Company has borrowing relationships with the FHLB, the Federal Reserve Bank and correspondent banks, which provide secured and unsecured borrowing capacity. As a member of the FHLB, the Company can use certain unencumbered mortgage-related assets and securities to secure borrowings from the FHLB. At March 31, 2025, the Company's established borrowing capacity with the FHLB was $1.5 billion, with available unencumbered mortgage-related assets of $587.6 million. Additional assets may also qualify as collateral for FHLB advances, upon approval of the FHLB. Through various programs at the Federal Reserve Bank, the Company has the ability to use certain unencumbered loans and securities to secure borrowings from the Federal Reserve Bank's Discount Window. At March 31, 2025 the available borrowing capacity with the Federal Reserve Bank was $135.2 million, secured by loans. In addition to the available borrowing lines at the FHLB and Federal Reserve Bank, the Company maintains $687.7 million of unencumbered securities which could be pledged to further enhance secured borrowing capacity.

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Non-GAAP Disclosure

The following table includes disclosure of non-GAAP financial measures. Tangible common equity, a non-GAAP financial measure, is total stockholders' equity less intangible assets. Tangible book value per share is tangible equity divided by total shares issued and outstanding. These measures adjust common equity per share to exclude the effects of goodwill and intangible amortization expense on earnings, equity, and capital. The Company believes the non-GAAP measures provide meaningful comparisons of our underlying operational performance and facilitate management's and investors' assessments of business and performance trends in comparison to others in the financial services industry. These non-GAAP financial measures should not be considered in isolation or as a measure of the Company's profitability or liquidity; they should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with GAAP. Tangible book value per share as presented herein may be different from non-GAAP financial measures used by other companies, and may not be comparable to similarly titled measures reported by other companies. Further, the Company may utilize other measures to illustrate performance in the future. Non-GAAP financial measures have limitations since they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP.

Reconciliation of Tangible Book Value Per Share (non-GAAP) to Common Equity Book Value Per Share (GAAP)
			Quarter-Ended			Year-ended
(In thousands, except share and per share data)			03/31/2025			12/31/2024
Total common equity (GAAP)			$	741,377		$	713,444
Less: Goodwill and intangibles			93,586			93,670
Tangible common equity (Non-GAAP)			647,791			619,774
Ending shares outstanding			14,433,873			14,436,363
Common equity book value per share (GAAP)			$	51.36		$	49.42
Tangible book value per share (Non-GAAP)			$	44.88		$	42.93

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 Board-approved levels. The Committee also considers strategies to manage this exposure and incorporates these strategies into the investment and funding decisions of the Company. The Company uses derivatives to manage various risks and to accommodate the business requirements of its customers. Additional information on derivatives is available in "Note 13 Derivatives and Hedging Activities" in the Notes to Unaudited Consolidated Financial Statements in Part I, "Financial Statements" of this Report on Form 10-Q.

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 most recent simulation analysis performed as of February 28, 2025, 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 3.4%, while a 200 basis point parallel decline in interest rates over a one-year period would result in a one year increase in net interest income of 3.3% from the base case. This simulation assumes no balance sheet growth, no changes in balance sheet mix, deposit rates move in a manner that reflects the historical relationship between deposit rate movement and changes in Federal funds rate, and no management action to address balance sheet mismatches.

The decrease in net interest income in the rising rate scenario is a result of the balance sheet showing a more liability sensitive position over a one year time horizon. As such, in a rising rate scenario, in the short-term, net interest income would be 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. As intermediate and longer- term assets continue to reprice/adjust into higher rate environment and funding costs stabilize, the simulation shows net interest income would be expected to trend upwards.

The 200 basis point decline scenario increases net interest income slightly in the first year as a result of the Company's assets repricing downward to a lesser degree than the rates on the Company's interest-bearing liabilities, mainly deposits and overnight

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borrowings. The model assumes that prepayments accelerate in the down interest rate environment resulting in additional pressure on asset yields as proceeds are reinvested at lower rates.

The most recent simulation of a base case scenario, which in addition to the above assumptions, also assumes interest rates remain unchanged from the date of the simulation, reflects a net interest margin that is increasing over the next 12 to 18 months.

Although the simulation model is useful in identifying potential exposure to interest rate movements, actual results may differ from those modeled as the repricing, maturity, balance sheet mix, 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 assesses the Company's exposure to changes in interest rates using an interest rate gap measure. The table below is a Condensed Static Gap Report, which illustrates the anticipated repricing intervals of assets and liabilities as of March 31, 2025. The Company’s one-year net interest rate gap was a negative $464.9 million or 5.67% of total assets at March 31, 2025, compared with a negative $565.8 million or 6.98% of total assets at December 31, 2024. 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 contains a higher degree of risk in a rising rate environment over the next 12 months. An interest rate gap measure could be significantly affected by external factors such as a rise or decline in interest rates, loan or securities prepayments, and deposit withdrawals.

 

Condensed Static Gap - March 31, 2025									Repricing Interval
(In thousands)			Total			0-3 months			3-6 months			6-12 months			Cumulative 12 months
Interest-earning assets1			$	7,894,160		$	1,641,836		$	312,031		$	651,474		$	2,605,341
Interest-bearing liabilities			5,549,669			2,402,072			347,330			320,790			3,070,192
Net gap position						(760,236)			(35,299)			330,684			(464,851)
Net gap position as a percentage of total assets						(9.27)		%	(0.43)		%	4.03		%	(5.67)		%

 1 Balances of available securities are shown at amortized cost 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2025.

Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report on Form 10-Q, the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting that occurred during the quarter ended March 31, 2025, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company is subject to various claims and legal actions that arise in the ordinary course of conducting business. As of March 31, 2025, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of litigation pending or threatened against the Company or its subsidiaries will be material to the Company's consolidated financial position. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with such legal proceedings. Although the Company does not believe that the outcome of pending litigation will be material to the Company's consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future.

 

Item 1A. Risk Factors

There have been no material changes in the risk factors previously disclosed under Item 1A. of the Company’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2024.

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

 

Recent Sales of Unregistered Securities

 

On January 6, 2025, we issued an aggregate of 549 shares of our common stock to non-employee members of our Board of Directors who elected to receive all or a portion of their quarterly director retainer fees in Company stock pursuant to the Company’s Second Amended and Restated Retainer Plan For Eligible Directors of Tompkins Financial Corporation and Its Wholly-Owned Subsidiaries (the "Director Retainer Plan"). These shares were valued based on the closing market price per share of our common stock of $67.06 on January 6, 2025, for an aggregate value of $36,815.94. The shares were issued to our non-employee directors in private transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

 

			Total Number of Shares Purchased			Average Price Paid Per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs			Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
			(a)			(b)			(c)			(d)
January 1, 2025 through January 31, 2025			2,171			$	67.29		0			400,000
February 1, 2025 through February 28, 2025			802			68.69			0			400,000
March 1, 2025 through March 31, 2025			0			0			0			400,000
Total			2,973			$	71.27		0			400,000

 

Included above are 2,018 shares purchased in January 2025, at an average cost of $67.07, and 573 shares purchased in February 2025, at an average cost of $65.65, at the direction of the trustee of the rabbi trust established by the Company under the Director Retainer Plan for eligible directors who elected to receive deferred stock compensation under such plan. In addition, the table includes 153 and 229 shares delivered to the Company in January 2025 and February 2025, respectively, at an average cost of $70.07 and $65.65, respectively, to satisfy mandatory tax withholding requirements upon vesting of restricted stock under the 2019 Equity Plan.

On July 20, 2023, the Company’s Board of Directors authorized a share repurchase plan (the “2023 Repurchase Plan”) under which the Company may repurchase up to 400,000 shares of the Company’s common stock over the 24 months following adoption of the plan. Shares may be repurchased from time to time under the 2023 Repurchase Plan in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. The repurchase program may be suspended, modified or terminated by the Board of Directors at any time for any reason. As of March 31, 2025, no shares had been repurchased under the 2023 Repurchase Plan.

 

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Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable

 

Item 5. Other Information

 

None

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Item 6. Exhibits

 

EXHIBIT INDEX

 

Exhibit Number			Description
3.1			Amended and Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3(i) to the Company’s Form 10-Q, filed with the Commission on August 11, 2008.
3.2			Second Amended and Restated Bylaws of the Company, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 31, 2011.
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 INS**			The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
101 SCH**			Inline XBRL Taxonomy Extension Schema Document
101 CAL**			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101 DEF**			Inline XBRL Taxonomy Extension Definition Linkbase Document
101 LAB**			Inline XBRL Taxonomy Extension Label Linkbase Document
101 PRE**			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive date file because its XBRL tags are embedded with the inline XBRL document.

** Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Condition as of March 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Income for the three months ended March 31, 2025 and 2024; (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024; (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024; (v) Consolidated Statements of Changes in Shareholders' Equity for the three months ended March 31, 2025 and 2024; and (vi) Notes to Unaudited Consolidated Financial Statements.

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SIGNATURES

 

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

 

Date:     May 6, 2025

 

TOMPKINS FINANCIAL CORPORATION

 

By:			/s/ Stephen S. Romaine
			Stephen S. Romaine
			President and Chief Executive Officer
			(Principal Executive Officer)

 

By:			/s/ Matthew D. Tomazin
			Matthew D. Tomazin
			Executive Vice President, Chief Financial Officer, and Treasurer
			(Principal Financial Officer)

 

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