SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-12709
TOMPKINS TRUSTCO, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 16-1482357
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
THE COMMONS, P.O. BOX 460, ITHACA, NY 14851
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (607) 273-3210
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 [X] No [ ].
Indicate the number of shares of the Registrant's Common Stock outstanding as of
the latest practicable date:
CLASS OUTSTANDING AS OF NOVEMBER 9, 1999
---------------------------- -----------------------------------
Common Stock, $.10 par value 4,768,098 shares
TOMPKINS TRUSTCO, INC.
FORM 10-Q
INDEX
PART I -FINANCIAL INFORMATION PAGE
----
ITEM 1 -FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION AS OF
SEPTEMBER 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998 3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR
THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1999
AND 1998 (UNAUDITED) 4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED) 5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
EQUITY AND COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 (UNAUDITED) 6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7-8
ITEM 2 -MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 9-15
ITEM 3 -QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 16
AVERAGE CONSOLIDATED BALANCE SHEET AND NET INTEREST ANALYSIS 17
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS NOT APPLICABLE
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS NOT APPLICABLE
ITEM 3 - DEFAULTS ON SENIOR SECURITIES NOT APPLICABLE
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
HOLDERS NOT APPLICABLE
ITEM 5 - OTHER INFORMATION NOT APPLICABLE
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 18
SIGNATURES 19
EXHIBIT INDEX 20
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
(In thousands, except share data)
ASSETS (UNAUDITED)
AS OF AS OF
09/30/1999 12/31/1998
----------- ----------
Cash & noninterest bearing balances
due from banks $ 33,817 $ 17,170
Federal funds sold -0- 9,600
Available-for-sale securities, at fair value 186,085 182,740
Held-to-maturity securities, fair value of $29,407
in 1999 and $35,011 in 1998 28,988 34,088
Loans/leases net of unearned income 430,039 405,357
Less: Reserve for loan/lease losses 5,103 5,028
- ------------------------------------------------------------------------------------------------------------------------
NET LOANS/LEASES 424,936 400,329
Bank premises and equipment, net 7,386 7,411
Other assets 23,413 21,704
- ------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $704,625 $673,042
========================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Interest bearing:
Checking, savings and money market $227,642 $208,741
Time 196,708 194,495
Noninterest bearing 111,404 89,556
- ------------------------------------------------------------------------------------------------------------------------
TOTAL DEPOSITS 535,754 492,792
Securities sold under agreements to repurchase and
Federal funds purchased 55,074 60,007
Other borrowings 40,100 45,005
Other liabilities 10,470 11,215
- ------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES $641,398 $609,019
========================================================================================================================
Shareholders' equity:
Common Stock - par value $.10 per share
Authorized 15,000,000 shares; issued 4,810,175 at September 30, 1999
Authorized 7,500,000 shares; issued 4,893,141 at December 31, 1998 $ 481 $ 489
Surplus 26,929 29,817
Undivided profits 38,939 33,364
Accumulated other comprehensive income (2,411) 1,077
Treasury stock, at cost - 27,996 shares at September 30, 1999,
28,889 shares at December 31, 1998 (532) (548)
Deferred ISOP benefit expense - 8,917 shares at September 30, 1999,
8,789 shares at December 31, 1998 (179) (176)
- ------------------------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY $ 63,227 $ 64,023
- ------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $704,625 $673,042
========================================================================================================================
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data) (Unaudited)
QUARTER TO DATE YEAR TO DATE
09/30/1999 09/30/1998 09/30/1999 09/30/1998
---------- ---------- ---------- ----------
INTEREST INCOME
Loans $9,035 $8,614 $26,210 $25,509
Federal funds sold 66 55 136 156
Available-for-sale securities 3,093 3,181 9,098 9,538
Held-to-maturity securities 378 448 1,247 1,407
- --------------------------------------------------------------------------------------------------------------------------
TOTAL INTEREST INCOME 12,572 12,298 36,691 36,610
- --------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Deposits:
Time certificates of deposits of $100,000 or more 1,326 1,251 3,832 4,050
Other deposits 2,524 2,599 7,454 7,781
Federal funds purchased and securities sold under
agreements to repurchase 774 831 2,188 2,221
Other borrowings 569 523 1,689 1,451
- --------------------------------------------------------------------------------------------------------------------------
TOTAL INTEREST EXPENSE 5,193 5,204 15,163 15,503
- --------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME 7,379 7,094 21,528 21,107
- --------------------------------------------------------------------------------------------------------------------------
Less: Provision for loan/lease losses 75 298 299 779
- --------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN/LEASE 7,304 6,796 21,229 20,328
- --------------------------------------------------------------------------------------------------------------------------
OTHER INCOME
Trust and investment services income 955 1,067 3,174 2,960
Service charges on deposit accounts 434 380 1,266 1,214
Credit card merchant income 902 585 2,154 1,778
Other service charges 457 463 1,456 1,368
Other operating income 348 71 830 359
Gain (loss) on available-for-sale securities 23 (72)
- --------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER INCOME 3,096 2,589 8,880 7,607
- --------------------------------------------------------------------------------------------------------------------------
OTHER EXPENSES
Salary and wages 2,314 2,133 6,686 6,349
Pension and other employee benefits 562 466 1,747 1,424
Net occupancy expense of bank premises 323 322 936 994
Furniture and fixture expense 259 265 819 791
Credit card operating expense 893 549 2,093 1,613
Other operating expense 1,220 1,232 4,037 3,969
- --------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER EXPENSES 5,571 4,967 16,318 15,140
- --------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 4,829 4,418 13,791 12,795
- --------------------------------------------------------------------------------------------------------------------------
Income taxes 1,558 1,427 4,547 4,400
- --------------------------------------------------------------------------------------------------------------------------
NET INCOME $3,271 $2,991 $ 9,244 $ 8,395
==========================================================================================================================
BASIC EARNINGS PER SHARE $ 0.68 $ 0.62 $ 1.91 $ 1.73
DILUTED EARNINGS PER SHARE $ 0.67 $ 0.60 $ 1.88 $ 1.70
==========================================================================================================================
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
NINE MONTHS ENDED
09/30/1999 09/30/1998
---------- ----------
OPERATING ACTIVITIES
Net income $ 9,244 $ 8,395
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan/lease losses 299 779
Depreciation and amortization 923 774
Net amortization on securities 221 203
Net loss on sale of securities 0 72
Net gain on sale of loans (2) (96)
Net gain on sales of bank premises and equipment (35) (9)
ISOP shares released for allocation (5) 8
Increase in other assets (1,865) (6,148)
Decrease in other liabilities 1,642 205
- -----------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 10,422 4,183
- -----------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Proceeds from maturities of available-for-sale securities 45,757 52,103
Proceeds from sales of available-for-sale securities 3,000 20,958
Proceeds from maturities of held-to maturity securities 9,595 9,408
Purchases of available-for-sale securities (58,010) (83,820)
Purchases of held-to-maturity securities (4,684) (7,071)
Proceeds from sale of loans 1,185 6,810
Net increase in loans (26,089) (23,406)
Proceeds from sale of bank premises and equipment 45 15
Purchases of bank premises and equipment (751) (528)
- -----------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (29,952) (25,531)
- -----------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Net increase (decrease) in deposits 42,962 (3,705)
Net increase (decrease) in securities sold under agreements
to repurchase and Federal funds purchased (4,933) 2,830
Net (decrease) increase in other borrowings (4,905) 20,000
Cash dividends (3,669) (3,220)
Sale of treasury stock 30 30
Common shares repurchased and returned to authorized
and unissued status (3,114) 0
Net proceeds from exercise of stock options,
and related tax benefit 206 (89)
- -----------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 26,577 15,846
- -----------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 7,047 (5,502)
Cash and Cash Equivalents at beginning of Period 26,770 25,089
TOTAL CASH & CASH EQUIVALENTS AT END OF PERIOD $33,817 $19,587
===========================================================================================================
Supplemental Information:
Cash paid during the year for:
Interest 15,225 15,867
Taxes 3,387 4,031
Change in net unrealized holding gain (loss) on
available-for-sale securities (5,876) 1,802
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
(In thousands, except share data) (Unaudited)
ACCUMULATED DEFERRED
OTHER ISOP
COMMON TREASURY UNDIVIDED COMPREHENSIVE BENEFIT
STOCK STOCK SURPLUS PROFITS INCOME EXPENSE TOTAL
=============================================================================================================================
BALANCES AT JANUARY 1, 1998 $326 ($571) $30,037 $26,769 $1,074 ($392) $57,243
- -----------------------------------------------------------------------------------------------------------------------------
Cash dividends ($0.67/Share) (3,220) (3,220)
Exercise of stock options, and related
tax benefit (9,607 shares, net) 1 (90) (89)
Treasury stock sold (894 shares) 17 13 30
ISOP Shares released for
allocation (177 shares) 4 4 8
Effect of 3 for 2 stock split in
the form of a stock dividend 163 (163)
Comprehensive Income:
Change in net unrealized gain (loss)
on available-for-sale
securities,
net of tax 1,044 1,044
Net Income 8,395 8,395
- -----------------------------------------------------------------------------------------------------------------------------
Total Comprehensive Income 9,439
- -----------------------------------------------------------------------------------------------------------------------------
BALANCES AT SEPTEMBER 30, 1998 $490 ($554) $29,964 $31,781 $2,118 ($388) $63,411
- -----------------------------------------------------------------------------------------------------------------------------
=============================================================================================================================
BALANCES AT JANUARY 1, 1999 $489 ($548) $29,817 $33,364 $1,077 ($176) $64,023
- -----------------------------------------------------------------------------------------------------------------------------
Cash dividends ($0.76/Share) (3,669) (3,669)
Exercise of stock options and
related tax benefit (10,824 shares, 1 205 206
net)
Common stock repurchased and
returned to authorized and
unissued status (93,790 shares) (9) (3,105) (3,114)
Treasury stock sold (893 shares) 16 14 30
ISOP shares returned to unallocated
status (128 shares) (2) (3) (5)
Comprehensive Income:
Change in net unrealized gain (loss)
on available-for-sale securities,
net of tax (3,488) (3,488)
Net Income 9,244 9,244
- -----------------------------------------------------------------------------------------------------------------------------
Total Comprehensive Income 5,756
- -----------------------------------------------------------------------------------------------------------------------------
BALANCES AT SEPTEMBER 30, 1999 $481 ($532) $26,929 $38,939 ($2,411) ($179) $63,227
=============================================================================================================================
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS
Tompkins Trustco, Inc. ("the Company"), is a registered bank holding company,
organized under the laws of New York State, and is the parent company of the
Tompkins County Trust Company (the "Trust Company" or the "Bank"). The Trust
Company provides loan, deposit, and trust services to its customers primarily in
Tompkins County, New York, and surrounding areas.
The consolidated financial information included herein combines the results of
operations, cash flows, the assets, liabilities, and shareholders' equity of the
Company, the Trust Company, and Tompkins Real Estate Holdings, Inc. for all
periods presented. All significant intercompany balances and transactions are
eliminated in consolidation.
2. BASIS OF PRESENTATION
The condensed consolidated financial statements included herein reflect all
adjustments of a normal recurring nature which are, in the opinion of
management, necessary for a fair presentation of the Company's financial
position at September 30, 1999, and December 31, 1998, and the results of
operations for the three months and nine months ended September 30, 1999 and
1998. Reclassifications are made when necessary to conform prior periods to
present period presentation.
In preparing the condensed consolidated financial statements, management is
required to make estimates and assumptions that effect the reported amounts of
assets and liabilities as of the date of the condensed consolidated statements
of condition, income, cash flows, and changes in shareholders' equity and
comprehensive income. Actual amounts could differ from estimates. The
accompanying condensed consolidated financial statements and related notes
should be read in conjunction with the Company's Form 10-K and related notes for
the year ended December 31, 1998.
3. EARNINGS PER SHARE
A computation of Basic EPS and Diluted EPS for the three and nine month periods
ending September 30, 1999 and 1998, is presented in the table below.
WEIGHTED PER
THREE MONTHS ENDED SEPTEMBER 30, 1999 NET AVERAGE SHARES SHARE
(In thousands except share and per share data) INCOME OUTSTANDING AMOUNT
- ----------------------------------------------------------------------------------------------------------------------
BASIC EPS
INCOME AVAILABLE TO COMMON SHAREHOLDERS $3,271 4,793,528 $0.68
EFFECT OF DILUTIVE SECURITIES (OPTIONS) 66,576
DILUTED EPS
INCOME AVAILABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS $3,271 4,860,104 $0.67
- ----------------------------------------------------------------------------------------------------------------------
WEIGHTED PER
THREE MONTHS ENDED SEPTEMBER 30, 1998 NET AVERAGE SHARES SHARE
(In thousands except share and per share data) INCOME OUTSTANDING AMOUNT
- ----------------------------------------------------------------------------------------------------------------------
BASIC EPS
INCOME AVAILABLE TO COMMON SHAREHOLDERS $2,991 4,846,631 $0.62
EFFECT OF DILUTIVE SECURITIES (OPTIONS) 98,290
DILUTED EPS
INCOME AVAILABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS $2,991 4,944,921 $0.60
======================================================================================================================
7
WEIGHTED PER
NINE MONTHS ENDED SEPTEMBER 30, 1999 NET AVERAGE SHARES SHARE
(In thousands except share and per share data) INCOME OUTSTANDING AMOUNT
- ----------------------------------------------------------------------------------------------------------------------
BASIC EPS
INCOME AVAILABLE TO COMMON SHAREHOLDERS $9,244 4,833,687 $1.91
EFFECT OF DILUTIVE SECURITIES (OPTIONS) 70,829
DILUTED EPS
INCOME AVAILABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS $9,244 4,904,516 $1.88
- ----------------------------------------------------------------------------------------------------------------------
WEIGHTED PER
NINE MONTHS ENDED SEPTEMBER 30, 1998 NET AVERAGE SHARES SHARE
(In thousands except share and per share data) INCOME OUTSTANDING AMOUNT
- ----------------------------------------------------------------------------------------------------------------------
BASIC EPS
INCOME AVAILABLE TO COMMON SHAREHOLDERS $8,395 4,842,049 $1.73
EFFECT OF DILUTIVE SECURITIES (OPTIONS) 92,147
DILUTED EPS
INCOME AVAILABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS $8,395 4,934,196 $1.70
======================================================================================================================
FINANCIAL ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities.
During the second quarter of 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133." SFAS No. 137 defers the effective date of SFAS No.
133 by one year from fiscal years beginning after June 15, 1999 to fiscal years
beginning after June 15, 2000.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OVERVIEW
OVERVIEW
Tompkins Trustco, Inc. is the parent company of Tompkins County Trust Company.
The Trust Company, which traces its charter back to 1836, is an independent
community bank whose primary service area is Tompkins County, New York, and
surrounding areas. Through the Bank, the Company provides a full range of
financial services including: deposits, trust and investment services,
commercial lending, consumer lending, residential mortgage lending, cash
management, and electronic banking.
The following discussion is intended to provide the reader with a further
understanding of the consolidated financial condition and results of operations
of Tompkins Trustco, Inc. and its operating subsidiaries. It should be read in
conjunction with the Company's 1998 Form 10-K and related notes for the year
ended December 31, 1998, and the condensed consolidated financial statements and
notes included elsewhere in this report.
MERGER WITH LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
On July 30, 1999, the Company entered into an Agreement and Plan of
Reorganization with Letchworth Independent Bancshares Corporation, which
provides for Letchworth to be merged with and into Tompkins Trustco, Inc. Under
the terms of the agreement, which was unanimously approved by both boards of
directors, Letchworth shareholders will receive 0.685 shares of Tompkins common
stock for each share of Letchworth common stock. The merger is expected to be
accounted for as a pooling of interests, and has been structured to qualify as a
tax-free stock-for-stock exchange for Letchworth shareholders.
The merger is subject to approval by the shareholders of both companies and
various regulatory authorities. Both companies have scheduled special meetings
for their respective shareholders, to be held on December 20, 1999, at which,
the shareholders will be asked to consider and vote on the merger. A Joint Proxy
Statement/Prospectus is being mailed during the week of November 15, 1999, to
shareholders of record of each company as of October 31, 1999. The merger is
expected to be consummated in the fourth quarter of 1999, and will result in the
issuance of approximately 2.4 million shares of Tompkins common stock.
STOCK REPURCHASE PROGRAM
In November 1996, the board of directors approved a stock repurchase program
(the "Program"), which authorizes the repurchase of up to $3 million of the
Company's common stock in open market transactions. Through September 30, 1999,
the Company repurchased 14,055 shares under the Program at an average price of
$33.51, or approximately $471,000. Since inception, the Company has repurchased
19,093 shares under the program for a total cost of $640,000.
During 1999, the Company repurchased 79,735 shares in two privately negotiated
transactions. The shares were repurchased at a cost of $2.6 million, or an
average price of $33.16 per share. In December 1998, the Company repurchased
12,207 shares in a privately negotiated transaction. The shares were purchased
at $34.00 per share, for a total purchase price of $415,000. Shares from
privately negotiated repurchase transactions were purchased at fair value based
upon the market price as reprinted on the American Stock Exchange. All of the
shares from the repurchase transactions described above have been returned to
the status of authorized but unissued.
9
RESULTS OF OPERATIONS
Strong earnings growth trends continued in the third quarter of 1999, with net
income for the quarter totaling $3.3 million, compared to $3.0 million for the
third quarter of 1998. Basic earnings per share in the third quarter of 1999
increased by 9.7% to $0.68, compared to $0.62 in the third quarter of 1998. On a
diluted basis, earnings per share increased to $0.67 per share in the third
quarter of 1999, compared to $0.60 for the same period in 1998. Net income for
the year to date was $9.2 million, up 10.1% over the first nine months of 1998.
Diluted earnings per share for the three quarters of 1999 was $1.88, reflecting
a 10.6% increase over the same period in 1998.
The Company's return on average assets (ROAA) was 1.80% through the first nine
months of 1999, compared to 1.70% for the same period in 1998. Return on average
shareholders' equity (ROAE) for the first nine months of 1999 was 19.17%,
compared to 18.94% for the same period in 1998. Improvement in ROAA reflects the
strong earnings growth in the first three quarters of 1999, which exceeded the
5.5% average asset growth for the year to date period ended September 30, 1999.
Improved ROAE in the current period resulted from strong earnings growth
combined, with modest growth in average shareholder's equity, which was
curtailed due to stock repurchases during the period.
NET INTEREST INCOME
As reflected in the attached Average Consolidated Balance Sheet and Net Interest
Analysis, the Company earned tax-equivalent net interest income of $22.3 million
for the nine months ended September 30, 1999, compared to $22.0 million for the
same period in 1998. The tax-equivalent net interest margin on earning assets
was 4.66% through the first nine months of 1999, compared to a 4.78% ratio
through the first nine months of 1998. The year to date yield on earning assets
declined from 8.16% as of September 30, 1998, to 7.83% as of September 30, 1999.
The decline in asset yields is reflective of generally lower average interest
rates for the nine months ended September 30, 1999, compared to the same nine
month period in 1998. More recent increases in interest rates are not fully
reflected in current period yields due to a lag between changes in market
interest rates and the timing of changes in the Trust Company's "base rate", and
the scheduled repricing dates for specific loans.
The cost of interest bearing liabilities was 3.92% in the first nine months of
1999, compared to 4.23% for the same period in 1998. Noninterest bearing
liabilities and equity contributed 75 basis points to the Company's net interest
margin in the first nine months of 1999, compared to 86 basis points for the
same period in 1998.
Despite a decline in the Company's net interest margin, net interest income
continues to rise due to growth in the Company's earning asset base. Average
earning assets grew by $25.6 million between September 30, 1999 and September
30, 1998. Growth in average earning assets was centered in residential real
estate loans, which grew by $19.7 million, and commercial real estate loans,
which grew by $8.7 million. Continued promotion of the Company's business
leasing services has resulted in a $3.1 million increase in average lease
financing assets for the nine months ended September 30, 1999, compared to the
same nine month period in 1998.
Earning asset growth from September 1998 to September 1999 was supported by a
$12.6 million increase in average core deposits (noninterest bearing deposits,
savings and money market deposits, and time deposits of less than $100,000), an
$19.3 million increase in average non-core funding (Time deposits of $100,000
and more, Federal funds purchased, securities sold under agreements to
repurchase, and other borrowings), and $5.2 million growth in average
shareholders' equity.
A decline in average securities from September 1998 to September 1999
corresponds with an increase in other assets over the same period. Growth in
other assets is largely attributable to a $12.5 million investment in corporate
owned life insurance. The corporate owned life insurance was purchased primarily
in the third and fourth quarters of 1998, and covers several senior officers of
the Company and the Trust Company. The insurance provides benefits to both the
Company and the covered employees. Increases in the cash surrender value of the
insurance are reflected as other operating income, and the related mortality
expense is recognized as an other operating expense. Although income associated
with the insurance policies is not included in interest income, increases in the
cash surrender value are expected to produce a tax-adjusted return of
approximately 8.6% in 1999. Income from corporate owned life insurance was
$537,000 in the nine months of 1999.
10
PROVISION FOR LOAN/LEASE LOSSES
The provision represents management's estimate of the expense necessary to
maintain the reserve for loan/lease losses at an adequate level. The provision
of $299,000 for the first nine months of 1999 represents a 62% decline from the
$779,000 provision in the first nine months of 1998. The decline in the year to
date provision is reflective of a lower level of loan/lease losses in the
current period, and management's estimates of the reserves necessary given the
inherent risk of loss in the portfolio.
OTHER INCOME
Other income growth remains a key strategic objective of the Company, as a means
of developing diversified sources of revenue. Other income of $8.9 million
represented 19% of total revenue for the nine months ended September 30, 1999,
compared to other income of $7.6 million representing 17% of total revenue for
the same period in 1998. Other income for the quarter ended September 30, 1999,
was up 17% over the same period in 1998.
Income from trust and investment services, the largest segment of other income,
increased 7% to $3.2 million, compared to $3.0 million for the first nine months
of 1998. Income growth from trust and investment services is primarily
attributable to growth in assets managed by, or in custody of the division.
Between September 30, 1998 and September 30, 1999, assets managed by, or in
custody of the Trust and Investment Services Division, increased from $896
million, to $1,014 million.
The Trust and Investment Services Division is an important component of future
revenue growth of the Company. Although the division primarily provides services
to customers in the Bank's market area of Tompkins County and surrounding areas,
the division currently manages assets for clients in more than 40 states. In
1997, the Company expanded the reach of the Division by offering trust and
investment services through a "Trust Alliance" program. Through this program,
the Company provides servicing and administrative support to trust departments
of other banks. Currently, the Company has formed Trust Alliances with three
community banks, which have assets under management totaling $32.6 million.
Electronic banking services and card products continue to expand and provide a
growing source of other income. Credit card merchant income contributed $2.2
million to other income in the nine months of 1999, representing an increase of
21% compared to the same period in 1998. Fees related to the Company's debit
card and credit card products rose 26% for the year to date period ended
September 30, 1999, to $553,000. The Company continues to expand its banking
card services, with the introduction of a Visa Purchasing Card in the second
quarter of 1999. Purchasing Cards can be used by businesses to improve controls
and reduce paperwork associated with procurement of small dollar purchases.
Purchasing Cards can be coded with a wide variety of spending controls and allow
for the delivery of statements in electronic or paper format. The product will
generate additional revenue in the form of interest income and fee income.
Service charges on deposit accounts of $1.3 million for the first nine months of
1999 remained relatively unchanged from the $1.2 million reported for the same
period in 1998. Growth in service charges on deposit accounts has not kept pace
with growth in deposits in recent quarters, as customers are increasingly taking
advantage of lower fee options in deposit products.
Other operating income increased by 131% to $830,000 in the first nine months of
1999. The increase from 1998 to 1999 includes $537,000 associated with the
Company's investment in corporate owned life insurance, as previously discussed
under "Net Interest Income". Other operating income in 1998 was aided by a
$96,000 gain on the sale of student loans, which compares to a gain on sale of
loans of $2,000 for the first nine months of 1999.
OTHER EXPENSE
Total other expenses increased 8% in the first nine months of 1999 to $16.3
million, compared to $15.1 million in 1998. Salary and wages remains the largest
segment of other expense, comprising 41% of other expenses for the period ended
September 30, 1999, which is relatively unchanged from the same period in 1998.
Pension and employee benefits expense increased by 23% over the prior year, to
$1.7 million. Pension and employee benefits expense is heavily affected by
actuarial calculations relating to the Company's pension plan, and may fluctuate
based upon those calculations.
Credit card operating expense is a variable expense that varies based upon the
volume of merchant and card holder transactions. The 30% increase in credit card
operating expenses during the first nine months of 1999 is primarily due to an
increased volume of merchant customer transactions. Year to date other operating
expenses have increased a modest 2% to approximately $4.0 million for the year
to date period ended September 30, 1999.
11
INCOME TAXES
The provision for income taxes provides for Federal and New York State income
taxes. The provision for the first nine months of 1999 was $4.5 million, and
increase of 3% from the prior year. The effective tax rate for the first nine
months of 1999 was 33.0%, compared to 34.4% for the same period in 1998.
FINANCIAL CONDITION
The Company's total assets were $704.6 million as of September 30, 1999,
representing a 5% increase over total assets reported as of December 31, 1998.
Growth was primarily in the loan/lease portfolio, which increased by $24.7
million in the first nine months of 1999. Investments, including Federal funds
sold, decreased by $5.5 million (net of market value adjustments on
available-for-sale securities) in the first nine months of 1999. Noninterest
bearing cash balances increased by $16.6 million, primarily due to a temporary
Federal Reserve Bank clearing item that was cleared shortly after September 30,
1999. Asset growth for the first nine month of 1999 was funded primarily through
core deposit growth.
CAPITAL
Total shareholders' equity declined by 1% during the first nine months of 1999
to $63.2 million. Contributing to the decline in shareholders' equity were
approximately $3.1 million of common stock repurchased by the Company during the
first nine months of 1999, and a $3.5 million decline in accumulated other
comprehensive income. The decline in accumulated other comprehensive income,
which represents the change in net unrealized gain or loss in the Company's
available-for-sale securities portfolio, reflects the market depreciation in the
portfolio caused by rising interest rates during the nine months of 1999.
Cash dividends for the year to date period ended September 30, 1999 totaled
approximately $3.7 million, representing 39.7% of year to date earnings. Per
share cash dividends of $0.76 for the first nine months of 1999, represents a
13% increase over cash dividends paid in the first nine months of 1998.
The Company and the Trust Company are subject to various regulatory capital
requirements administered by Federal banking agencies. Management believes the
Company and the Trust Company meet all capital adequacy requirements to which
they are subject. The table below reflects the Company's capital position at
September 30, 1999, compared to the regulatory capital requirements for "well
capitalized" institutions.
REGULATORY CAPITAL ANALYSIS - September 30, 1999
================================================================================================
ACTUAL WELL CAPITALIZED REQUIREMENT
(DOLLAR AMOUNTS IN THOUSANDS) AMOUNT RATIO AMOUNT RATIO
- ------------------------------------------------------------------------------------------------
Total Capital (to risk weighted assets) $71,953 16.9% $42,497 10.0%
Tier I Capital (to risk weighted assets) $66,849 15.7% $25,498 6.0%
Tier I Capital (to average assets) $66,849 9.6% $34,837 5.0%
================================================================================================
As illustrated above, the Company's capital ratios on September 30, 1999, remain
well above the minimum requirement for well capitalized institutions. The ratios
reflect a modest decline from the levels reported at December 31, 1998, due to
reduced capital levels as a result of stock repurchases made during the period.
As of December 31, 1998, the Company's Total Capital as a percentage of risk
weighted assets was 17.1%; Tier I Capital to risk weighted assets was 15.9%; and
Tier I Capital to average assets was 9.7%.
12
RESERVE FOR LOAN AND LEASE LOSSES AND NONPERFORMING ASSETS
Management reviews the adequacy of the reserve for loan and lease losses in a
detailed and ongoing basis, giving consideration to various risk elements that
may affect losses in the loan portfolio. Based upon management's review, the
current reserve of $5.1 million is believed to be adequate based upon the
inherent risk of loss in the loan and lease portfolios. Activity in the
Company's reserve for loan and lease losses during the first nine months of 1999
and 1998 is illustrated in the table below.
ANALYSIS OF THE RESERVE FOR LOAN/LEASE LOSSES (In thousands)
==========================================================================================
SEPTEMBER 30, 1999 SEPTEMBER 30, 1998
- ------------------------------------------------------------------------------------------
Average Loans and Leases Outstanding Year to Date $ 416,719 $ 382,648
- ------------------------------------------------------------------------------------------
Beginning Balance 5,028 4,979
- ------------------------------------------------------------------------------------------
Provision for loan losses 299 778
Loans charged off (524) (1,057)
Loan recoveries 300 316
- ------------------------------------------------------------------------------------------
Net Charge-offs (224) (741)
- ------------------------------------------------------------------------------------------
Ending Balance $ 5,103 $ 5,016
==========================================================================================
Annualized net charge-offs through the first nine months of 1999 amounted to
0.07% of average loans outstanding during the period. This ratio compares to
0.26% for the nine months ended September 30, 1998.
The level of nonperforming assets, as illustrated in the table below, reflects
an improving trend from the prior year. Over 86% of nonperforming loans as of
September 30, 1999 are secured by real estate, with 49% secured by 1-4 family
residential properties.
NONPERFORMING ASSETS (In thousands)
==============================================================================================
SEPTEMBER 30, 1999 SEPTEMBER 30, 1998
- ----------------------------------------------------------------------------------------------
Nonaccrual loans $ 955 $ 1,787
Loans past due 90 days and accruing 71 0
Troubled debt restructuring not included above 0 0
- ----------------------------------------------------------------------------------------------
Total nonperforming loans 1,026 1,787
- ----------------------------------------------------------------------------------------------
Other real estate, net of allowances 0 124
==============================================================================================
Total nonperforming assets $ 1,026 $ 1,911
==============================================================================================
Total nonperforming loans as a percent of total loans 0.24% 0.45%
Total nonperforming assets as a percentage of total assets 0.15% 0.29%
==============================================================================================
DEPOSITS AND OTHER LIABILITIES
Total deposits were $535.8 million on September 30, 1999, compared to $492.8
million on December 31, 1998. Core deposits, which include demand deposits,
savings and money market accounts, and time deposits of less than $100,000
represent the primary funding source for the Company. As of September 30, 1999,
core deposits of $430.2 million represented 67.1% of total liabilities. This
compares to core deposits of $385.9 million, representing 63.4% of total
liabilities on December 31, 1998.
The Company uses large time deposits, securities sold under repurchase
agreements, Federal funds purchased, and other borrowings as additional funding
sources. As of September 30, 1999, time deposits of $100,000 and over were
$105.6 million, down slightly from $106.9 million at year end. Securities sold
under agreements to repurchase and Federal funds purchased were $55.1 million on
September 30, 1999, representing an decrease of approximately $4.9 million from
December 31, 1998. Other borrowings, consisting of term borrowings from the
Federal Home Loan Bank, were $40.1 million at September 30, 1999, compared to
$45.0 million at year end 1998.
13
LIQUIDITY
Liquidity represents the Company's ability to efficiently and economically
accommodate decreases in deposits and other liabilities, and fund increases in
assets. The Company uses a variety of resources to meet its liquidity needs
which include cash and cash equivalents, short term investments, cash flow from
lending and investing activities, deposit growth, securities sold under
repurchase agreements, and borrowings.
Cash and cash equivalents of $23.8 million (excluding a $10 million temporary
clearing item) as of September 30, 1999, reflects a decline of $3.0 million from
December 31, 1998. Short term investments consisting of debt securities due in
one year or less declined from $21.6 million on December 31, 1998, to $15.4
million on September 30, 1999. Securities pledged to secure certain large
deposits and securities sold under repurchase agreements were 85.5% of total
securities as of September 30, 1999, compared to 84.1% as of December 31, 1998.
Additional liquidity is provided through the Trust Company's Federal Home Loan
Bank (FHLB) membership. As of September 30, 1999, the Trust Company had
approximately $62.1 million in unused borrowing capacity through established
lines of credit with the FHLB. The Trust Company's equity investment in Tompkins
Real Estate Holdings, Inc. of $212 million can be used to secure additional
borrowings from the FHLB.
YEAR 2000 CONSIDERATIONS
The Company has been preparing for Year 2000 since 1997 and effective June 30,
1999, all significant systems had been tested and certified as Year 2000 ready.
The Company uses purchased software products for all of its internal transaction
processing applications; therefore, no significant internal programming was
necessary to prepare these systems to handle transactions in the Year 2000. The
majority of the Company's efforts in preparation for Year 2000 processing
related to testing purchased and outsourced processing systems, as well as
updating databases.
Management initiated a Year 2000 program, consistent with guidelines issued by
the Federal Financial Institutions Examination Council (FFIEC), to prepare the
Company's computer systems and software applications for the Year 2000.
The program included the following phases, all of which have been completed as
of September 30, 1999:
o Identification
o Assessment
o Remediation
o Testing
o Contingency Planning
The identification phase involved identifying the types of risk exposures
related to Year 2000. Through this process the Company identified specific risk
exposures related to internal information technologies, information service
providers, other service providers, and customers.
As part of the assessment phase, the Company categorized its information
technology systems as Mission Critical, Mission Important, or Important. The
Company assessed the Year 2000 readiness of each information technology system
and established a plan for remediating any known Year 2000 problems.
The Company's primary application, which handles processing of loans, deposits,
and general ledger, has been designated as Year 2000 compliant by the vendor.
The vendor, which has contracts with approximately 1,000 banks, has also
provided the Company with test results performed by an independent contractor
that has also designated the system as Year 2000 compliant. Due to the
importance of this application to the Company's operations, management conducted
its own tests of this system in the fourth quarter of 1998, with satisfactory
results. All other mission critical and mission important systems have been
remediated, tested, and certified as Year 2000 compliant. Testing continues on
several other systems that are not considered Mission Critical or Mission
Important.
The Company has formulated a contingency plan for business continuation in the
event of Year 2000 system failures. This contingency plan is based on the
Company's existing disaster recovery plan, with modifications for Year 2000
risks.
As part of the process of evaluating and attempting to mitigate third party
risk, the Company has collected and analyzed Year 2000 information from third
parties who have significant business relationships with the Company. These
third parties include borrowers, obligors, and vendors. Through this evaluation
process, the Company is aware of no issues that would significantly affect the
Company's ability to conduct business as usual during and after the century date
change.
The Company believes that its reasonably likely worst case scenario might
include a material increase in credit losses due to Year 2000 problems of
borrowers and a disruption in financial markets causing liquidity stress to the
Company. The magnitude of potential credit losses or a disruption in financial
markets cannot be determined at this time; however, the Year 2000 program
described above is designed to reduce exposure to these risks. In any event, the
strong capital position, earnings strength and liquidity of the Company are
believed to be more than adequate to withstand any reasonably likely worst case
scenario.
The total cost of the Company's Year 2000 project was approximately $200,000,
the majority of which was incurred in 1998. This amount includes the costs of
14
additional hardware, software, and technology consultants, as well as the cost
of the Company's information technology professionals dedicated to achieving
Year 2000 compliance. Management does not expect to incur any significant
additional expense related to the Company's Year 2000 project in the remainder
of 1999.
FORWARD-LOOKING STATEMENTS
Portions of this document may constitute "forward looking statements" as defined
by federal law. Although the Company believes any such statements are based on
reasonable assumptions, there is no assurance that actual outcomes will not be
materially different. The Company assumes no duty to update forward-looking
statements, and cautions that these statements are subject to numerous
assumptions, risk, and uncertainties, all of which could change over time.
15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate sensitivity 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. Each month the Asset/Liability
Management Committee estimates the likely impact on earnings resulting from
various changing interest rate scenarios. The findings of the committee are
incorporated into the investment and funding decision of the Company.
The Company's September 30, 1999, one-year cumulative rate sensitivity gap was a
negative 13% of total assets. This suggests earnings would benefit from a
declining interest rate environment, and would be vulnerable to a rising
interest rate environment. Management estimates that a 200 basis point rise in
interest rates over a one year period would result in a 3% decline in net
interest income, assuming no management actions to reposition the balance sheet
in reaction to a changing rate environment. Management believes the current
interest rate risk exposure is not material given the Company's current level of
earnings and capital.
16
TOMPKINS COUNTY TRUSTCO, INC.
AVERAGE CONSOLIDATED BALANCE SHEET AND NET INTEREST ANALYSIS
- -------------------------------------------------------------------------------------------------------------------------------
YTD YTD
QUARTER PERIOD PERIOD
ENDED ENDED ENDED
SEP-99 SEP-99 SEP-98
- -------------------------------------------------------------------------------------------------------------------------------
Average Average Average Average Average Average
(DOLLAR AMOUNTS IN THOUSANDS) Balance Interest Yield/Rate Balance Interest Yield/Rate Balance Interest Yield/Rate
- -------------------------------------------------------------------------------------------------------------------------------
ASSETS
Interest-earning assets
Certificates of deposit with other banks $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Securities (1)
U.S. government securities 179,924 2,956 6.52% 179,029 8,753 6.54% 185,345 9,281 6.69%
State and municipal (2) 29,973 582 7.70% 32,896 1,918 7.80% 36,729 2,185 7.95%
Other securities (2) 7,562 154 8.08% 7,716 386 6.69% 5,634 292 6.93%
-----------------------------------------------------------------------------------
Total securities 217,459 3,692 6.74% 219,641 11,057 6.73% 227,708 11,758 6.90%
Federal funds sold 4,099 66 6.39% 3,387 136 5.37% 3,779 156 5.52%
Loans, net of unearned income (3)
Residential real estate 188,359 3,538 7.45% 183,979 10,370 7.54% 164,288 9,792 7.97%
Commercial real estate 81,943 1,722 8.34% 78,157 4,944 8.46% 69,500 4,735 9.11%
Commercial loans (2) 79,365 1,920 9.60% 79,134 5,582 9.43% 77,905 5,642 9.68%
Consumer loans 61,851 1,557 9.99% 60,042 4,454 9.92% 58,645 4,638 10.57%
Direct lease financing 16,094 313 7.70% 15,407 906 7.86% 12,310 742 8.06%
-----------------------------------------------------------------------------------
Total loans, net of unearned income 427,612 9,050 8.40% 416,719 26,256 8.42% 382,648 25,549 8.93%
-----------------------------------------------------------------------------------
TOTAL INTEREST-EARNING ASSETS 649,170 12,808 7.83% 639,747 37,449 7.83% 614,135 37,463 8.16%
-----------------------------------------------------------------------------------
Other assets 45,426 45,801 31,995
-------- -------- --------
TOTAL ASSETS $694,596 $685,548 $646,130
-------- -------- --------
- ------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Deposits
Interest-bearing deposits
Interest checking, savings,
& money market 223,129 1,434 2.55% 219,763 4,225 2.57% 213,429 4,413 2.76%
Time Dep > $100,000 101,186 1,326 5.20% 101,919 3,832 5.03% 97,110 4,050 5.58%
Time Dep < $100,000 90,176 1,090 4.80% 88,956 3,229 4.85% 87,077 3,369 5.17%
-----------------------------------------------------------------------------------
Total interest-bearing deposits 414,491 3,850 3.69% 410,638 11,286 3.67% 397,616 11,832 3.98%
Federal funds purchased & securities
sold under agreements to repurchase 64,114 774 4.79% 61,651 2,188 4.75% 57,113 2,220 5.20%
Other borrowings 44,885 569 5.03% 44,965 1,689 5.02% 35,009 1,451 5.54%
-----------------------------------------------------------------------------------
TOTAL INTEREST-BEARING LIABILITIES 523,490 5,193 3.94% 517,254 15,163 3.92% 489,738 15,503 4.23%
Noninterest bearing deposits 96,939 92,598 88,244
Accrued expenses and other liabilities 11,363 11,237 8,883
-------- -------- --------
TOTAL LIABILITIES 631,792 621,089 586,865
SHAREHOLDER'S EQUITY 62,804 64,459 59,265
TOTAL LIABILITIES AND
SHAREHOLDER'S EQUITY $694,596 $685,548 $646,130
-------- -------- --------
Interest rate spread 3.89% 3.91% 3.92%
Benefit from noninterest bearing
liabilities and equity 0.76% 0.75% 0.86%
--------------- ---------------- -----------------
Net interest income/margin on earning
assets $7,615 4.65% $22,286 4.66% $21,960 4.78%
==============================================================================================================================
(1) Average balances and yields exclude unrealized gains and losses on
available-for-sale securities.
(2) Interest income includes the effects of taxable-equivalent adjustments
using a blended Federal and State income tax rate of 40% to increase tax exempt
interest income to a taxable-equivalent basis.
(3) Nonaccrual loans are included in the average interest-earning asset totals
presented above. Payments received on nonaccrual loans have been recognized as
disclosed in the notes to the Company's 1998 Form 10-K.
17
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule.
(b) On August 13, 1999, the Company filed a report on Form 8-K relating to
the July 30, 1999, Agreement and Plan of Reorganization between Tompkins
Trustco, Inc. and Letchworth Independent Bancshares Corporation, which provides
for the acquisition by Tompkins of Letchworth, in a tax-free stock-for-stock
exchange.
18
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: November 15, 1999
TOMPKINS TRUSTCO, INC.
By: /s/ JAMES J. BYRNES
-----------------------------------------
JAMES J. BYRNES
Chairman of the Board,
President and Chief Executive Officer
By: /s/ RICHARD D. FARR
-----------------------------------------
RICHARD D. FARR
Senior Vice President and
Chief Financial Officer
19
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGES
EXHIBIT 27 FINANCIAL DATA SCHEDULE
20