UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FORM 11-K
☒ ANNUAL REPORT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended: December 31, 2014
☐ TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition
period from ____ to ____
Commission File
Number: 1-12709
TOMPKINS FINANCIAL CORPORATION INVESTMENT
AND STOCK OWNERSHIP PLAN
(Full title of
Plan)
TOMPKINS FINANCIAL CORPORATION
(Name of issuer
of the securities held pursuant to the Plan)
P.O. Box 460,
The Commons
Ithaca, New York
14851
(607) 273-3210
(Address
of principal executive offices)
TOMPKINS FINANCIAL CORPORATION
INVESTMENT AND STOCK OWNERSHIP PLAN
ITHACA, NEW YORK
AUDITED FINANCIAL STATEMENTS
SUPPLEMENTAL SCHEDULE
AND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
DECEMBER 31, 2014 AND 2013
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Committee
Tompkins Financial
Corporation
Investment
and Stock Ownership Plan
We have audited
the accompanying statements of net assets available for benefits of the Tompkins Financial Corporation Investment and Stock Ownership
Plan as of December 31, 2014 and 2013, and the related statements of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted
our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal controls over financial
reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion,
the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of
the Plan as of December 31, 2014 and 2013, and the changes in net assets available for benefits for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.
The
supplemental information in the accompanying Schedule of Assets Held for Investment Purposes At End of Year - December 31, 2014
has been subjected to audit procedures performed in conjunction with the audit of Tompkins
Financial Corporation Investment and Stock Ownership Plan’s financial statements. The
supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether
the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable,
and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In
forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content,
is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated, in all material respects,
in relation to the financial statements as a whole.
Elmira, New
York
June 25, 2015
TOMPKINS FINANCIAL
CORPORATION
INVESTMENT
AND STOCK OWNERSHIP PLAN
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
| |
December 31, |
| |
2014 | |
2013 |
ASSETS | |
| | | |
| | |
Investments, at fair value: | |
| | | |
| | |
Tompkins Financial Corporation common stock | |
$ | 11,546,867 | | |
$ | 10,551,163 | |
Mutual funds | |
| — | | |
| 23,198,736 | |
Pooled market value separate accounts | |
| 65,180,516 | | |
| 37,218,752 | |
Guaranteed Income Fund | |
| 13,954,136 | | |
| 13,413,435 | |
TOTAL INVESTMENTS | |
| 90,681,519 | | |
| 84,382,086 | |
| |
| | | |
| | |
Receivables: | |
| | | |
| | |
Notes receivable from participants | |
| 2,122,718 | | |
| 1,839,597 | |
Employer contributions | |
| 595,349 | | |
| 486,394 | |
TOTAL RECEIVABLES | |
| 2,718,067 | | |
| 2,325,991 | |
| |
| | | |
| | |
NET ASSETS AVAILABLE | |
| | | |
| | |
FOR BENEFITS | |
$ | 93,399,586 | | |
$ | 86,708,077 | |
| |
| | | |
| | |
The accompanying notes are an integral
part of the financial statements.
TOMPKINS FINANCIAL
CORPORATION
INVESTMENT
AND STOCK OWNERSHIP PLAN
STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
| |
Year ended December 31, |
| |
2014 | |
2013 |
ADDITIONS | |
| | | |
| | |
Additions to net assets attributed to: | |
| | | |
| | |
Investment income: | |
| | | |
| | |
Interest and dividends | |
$ | 672,485 | | |
$ | 1,279,514 | |
Net appreciation in fair value of investments | |
| 4,292,945 | | |
| 12,671,835 | |
| |
| 4,965,430 | | |
| 13,951,349 | |
| |
| | | |
| | |
Participant note interest | |
| 77,246 | | |
| 78,254 | |
| |
| | | |
| | |
Contributions: | |
| | | |
| | |
Employer | |
| 2,334,898 | | |
| 2,269,914 | |
Participant | |
| 5,182,624 | | |
| 4,767,348 | |
Rollover | |
| 524,071 | | |
| 599,544 | |
| |
| 8,041,593 | | |
| 7,636,806 | |
| |
| | | |
| | |
Transfer from Tompkins Financial Corporation | |
| | | |
| | |
Employee Stock Ownership Plan | |
| 303,061 | | |
| 188,278 | |
TOTAL ADDITIONS | |
| 13,387,330 | | |
| 21,854,687 | |
| |
| | | |
| | |
DEDUCTIONS | |
| | | |
| | |
Deductions from net assets attributed to: | |
| | | |
| | |
Benefits paid to participants | |
| 6,695,821 | | |
| 4,892,186 | |
TOTAL DEDUCTIONS | |
| 6,695,821 | | |
| 4,892,186 | |
| |
| | | |
| | |
NET INCREASE | |
| 6,691,509 | | |
| 16,962,501 | |
| |
| | | |
| | |
Net assets available for benefits | |
| | | |
| | |
at beginning of year | |
| 86,708,077 | | |
| 69,745,576 | |
NET ASSETS AVAILABLE FOR BENEFITS | |
| | | |
| | |
AT END OF YEAR | |
$ | 93,399,586 | | |
$ | 86,708,077 | |
The accompanying notes are an integral
part of the financial statements.
TOMPKINS FINANCIAL
CORPORATION
INVESTMENT
AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL
STATEMENTS
DECEMBER 31,
2014 AND 2013
NOTE A: DESCRIPTION
OF PLAN
The following
description of the Tompkins Financial Corporation Investment and Stock Ownership Plan (the “Plan”) provides only general
information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General
The Plan is
a defined contribution plan covering eligible employees who have met certain age and service requirements. The Plan is administered
by the Executive, Compensation/Personnel Committee appointed by Tompkins Financial Corporation’s Board of Directors, and
is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). All investments of the Plan are participant
directed.
Eligibility
All employees
are eligible to begin voluntary contributions and receive matching contributions on the first day of the month coinciding with
attaining the age of twenty-one. Employees are eligible for discretionary contributions on the first day of the month coinciding
with completing one year of credited service and attaining the age of twenty-one. Leased employees, employees covered under a
collective bargaining agreement and “On Call” employees are not eligible to participate.
Vesting
For employees
hired prior to January 1, 2014, a participant is immediately vested in all contributions and earnings thereon. Effective January
1, 2014, the vesting provision of the plan was amended to provide for vesting on the non-elective and matching contributions based
on years of service. For employees hired on or after January 1, 2014, a participant is 100 percent vested in the matching contributions
after three years of service.
Contributions
Participants
may contribute their entire eligible compensation, as defined, subject to certain Internal Revenue Service limitations. The Plan
sponsor matching contributions are equal to 100% of the first 3% of elective deferral and 50% of the next 2% of elective deferral.
Additionally,
the Plan sponsor may contribute amounts annually at the discretion of the Board of Directors based on a percentage of the total
compensation of all eligible participants during any plan year. Participants are given the opportunity to elect to receive in
cash that portion of their allocation, which the Board shall designate as eligible for cash election for the Plan year, or they
may elect to allocate all or part to their plan account maintained on their behalf in the Plan. The Board approved a 4% contribution
for 2014 and 2013.
Participant
notes receivable
Participant notes
receivable are measured and valued at their unpaid principal balance plus any accrued but unpaid interest. Loans may be made to
participants for a maximum of $50,000, but no more than 50% of the participant’s vested account balance. The loans are secured
by the balance of the participant’s account and bear interest at the bank prime rate plus 1% at the time of the loan. Principal
and interest is paid through payroll deductions over a term of one to five years, except loans used to purchase a participant’s
principal residence which may exceed five years.
TOMPKINS FINANCIAL
CORPORATION
INVESTMENT
AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL
STATEMENTS, Cont’d
DECEMBER 31,
2014 AND 2013
NOTE A: DESCRIPTION
OF PLAN, Cont’d
Diversification
and transfers
Under the Tompkins
Financial Corporation Employee Stock Ownership Plan document, participants meeting certain age and service requirements may elect
to diversify the eligible portion of the Company stock held in their account. The funds elected to be diversified are transferred
to the Plan and invested into funds as chosen by the participant. During 2014 and 2013, participants transferred $303,061 and
$188,278, respectively.
Participants’
accounts
Each participant’s
account is credited with the participant’s elective deferral, an allocation of the Company’s matching and discretionary
contributions and allocation of plan earnings. Allocations of company contributions are based upon the participant’s compensation
and the allocations of plan earnings are based upon participant account balances. The benefit to which a participant is entitled
is the benefit that can be provided from the participant’s account.
Payment of
benefits
Upon termination
of service, the participant’s account is either maintained in the Plan, transferred to an individual retirement account
in the participant’s name, directly rolled over into a qualified retirement plan or paid to the participant in a lump sum.
NOTE B: SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Basis of
accounting
The financial
statements of the Plan are prepared under the accrual method of accounting.
Investment
valuation and income recognition
The Plan’s
investments are stated at fair value. Purchases and sales of investments are recorded on a trade-date basis. Interest income is
accrued when earned. Dividends are recorded on the ex-dividend date.
Following is
a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies
used at December 31, 2014 and 2013.
Tompkins
Financial Corporation common stock
Tompkins Financial
Corporation common stock is valued at the market value as listed on the American Stock Exchange for publicly traded securities.
Mutual funds
Mutual funds
are valued at quoted market prices.
Pooled market
value separate accounts
The funds are
organized as pooled separate accounts of Prudential Retirement Insurance and Annuity Company (PRIAC), an ultimate wholly-owned
subsidiary of Prudential Financial, Inc., as investment vehicles for qualified retirement plans.
TOMPKINS FINANCIAL
CORPORATION
INVESTMENT
AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL
STATEMENTS, Cont’d
DECEMBER 31,
2014 AND 2013
NOTE B: SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES, Cont’d
The value of
each fund and of each unit of participation is determined at the close of each day in which PRIAC and the New York Stock Exchange
are open for business or as determined by PRIAC (“Valuation Date”). Units of participation in each Fund are issued
and redeemed only on a Valuation Date, at the value so determined.
Guaranteed
income fund (GIF)
Under the group
annuity insurance contract that supports this product, participants may ordinarily direct permitted withdrawal or transfers of
all or a portion of their account balance at Contract Value within reasonable timeframes. Contract Value represents deposits made
to the contract, plus earnings at guaranteed crediting rates, less withdrawals and fees. The GIF is a benefit responsive annuity
contract. This product is not a traditional guaranteed insurance contract and therefore there are not any known cash flows that
could be discounted. As a result, the fair value shown is equal to Contract Value.
The average
yield earned by the Plan and its participants was 2.05% and 2.25% for the years ended December 31, 2014 and 2013, respectively.
Generally there are not any events that could limit the ability of the Plan to transact at Contract Value paid within 90 days
or in rare circumstances, Contract Value paid over time. There are not any events that allow the issuer to terminate the contract
and which require the Plan sponsor to settle at an amount different than Contract Value paid either within 90 days or over time.
The preceding
methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future
fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants,
the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in
a different fair value measurement at the reporting date.
Administrative
expenses
The Plan sponsor
has elected to pay certain administrative expenses of the Plan.
Use
of estimates in the preparation of financial statements
The
preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires the Plan’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates and assumptions.
Payment of
benefits
Benefits are
recorded when paid.
Subsequent
events
The
Plan has evaluated subsequent events and determined no subsequent events have occurred requiring adjustments to the financial
statements or disclosures.
TOMPKINS FINANCIAL
CORPORATION
INVESTMENT
AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL
STATEMENTS, Cont’d
DECEMBER 31,
2014 AND 2013
NOTE
C: FAIR VALUE MEASUREMENTS
Accounting principles
generally accepted in the United States of America provides a framework for measuring fair value. That framework provides 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). The three levels of the fair value hierarchy are described as follows:
Level
1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
that the Plan has the ability to access.
Level
2 - Inputs to the valuation methodology include:
- Quoted
prices for similar assets or liabilities in active markets;
- Quoted
prices for identical or similar assets or liabilities in inactive markets;
- Inputs
other than quoted prices that are observable for the asset or liability;
- Inputs
that are derived principally from or corroborated by observable market data by correlation or other means.
If
the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term
of the asset or liability.
Level
3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset’s
or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that
is significant to the fair value measurement. Valuation techniques used, as outlined in Note B, need to maximize the use
of observable inputs and minimize the use of unobservable inputs.
The following
disclosures are required by FASB ASC 820-10-55 and FASB ASU 2009-12, “Investments in Certain Entities That Calculate Net
Asset Value Per Share”:
The fair values
of these funds have been calculated using the net asset value per share of the underlying investments. There are no unfunded commitments
for the pooled market value separate accounts as of December 31, 2014 and 2013. There is no waiting period or other restrictions
on redemptions from pooled market value separate accounts. The following are descriptions of the pooled market value separate
accounts:
International
Blend - Wellington
This fund invests
primarily in international stocks. The fund seeks to provide capital appreciation and to outperform the Custom Blend International
Stock Index over the long-term.
TOMPKINS FINANCIAL
CORPORATION
INVESTMENT
AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL
STATEMENTS, Cont’d
DECEMBER 31,
2014 AND 2013
NOTE C: FAIR
VALUE MEASUREMENTS, Cont’d
Large Cap
Growth - MFS
This fund invests
primarily in U.S. Stocks. The fund seeks to provide long-term growth of capital and to outperform the Russell 1000 Growth Index
over the long-term
Large Cap
Value - LSV Asset Management
This fund invests
primarily in U.S. Stocks. The fund seeks to provide capital appreciation and to outperform the Russell 1000 Value and S&P
500 Indexes over the long-term
Core Plus
Bond - PIM Fund
This fund invests
primarily in U.S. Bonds. The fund seeks to exceed the return of the Barclay’s Capital U.S. Aggregate Bond Index, consistent
with preservation of capital by investing in a diversified portfolio of fixed income securities.
Small Cap
Blend - Glenmede
This fund invests
primarily in U.S. Stocks. The fund seeks to provide capital appreciation and to outperform the Russell 2000 Growth Index over
the long-term
Mid Cap Value
- Systematic Fund
This fund invests
primarily in U.S. Stocks. The fund seeks to provide capital appreciation and to outperform the Russell Midcap Value Index over
the long-term. The securities of mid-capitalization companies involve greater risks than those associated with larger, more established
companies and may be subject to more abrupt or erratic price movements.
Mid Cap Growth
- Frontier Fund
This fund invests
primarily in U.S. Stocks. The fund seeks to provide capital appreciation and to outperform the Russell Midcap Growth Index over
the long-term. The securities of mid-capitalization companies involve greater risks than those associated with larger, more established
companies and may be subject to more abrupt or erratic price movements
Dryden S&P
500 Index Fund
This fund invests
primarily in U.S. Stocks. The fund is constructed to reflect the composition of the S&P 500 Index. It seeks to provide long-term
growth of capital and income.
Large Cap
Blend - MFS Fund
This fund invests
primarily in U.S. Stocks. The fund seeks to provide long-term growth of capital by investing in equity securities and equity securities
convertible into common stocks traded on the U.S. exchanges and issued by large, established companies. The fund invests in both
value and growth securities.
The preceding
methods as described above may produce a fair value calculation that may not be indicative of net realizable value or reflective
of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market
participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could
result in a different fair value measurement at the reporting date.
TOMPKINS FINANCIAL
CORPORATION
INVESTMENT
AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL
STATEMENTS, Cont’d
DECEMBER 31,
2014 AND 2013
NOTE C: FAIR
VALUE MEASUREMENTS, Cont’d
The
following table sets forth by Level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31,
2014 and 2013:
| |
Level 1 | |
Level 2 | |
Level 3 | |
Total |
December 31, 2014 | |
| | | |
| | | |
| | | |
| | |
Tompkins Financial Corporation common stock | |
$ | 11,546,867 | | |
$ | — | | |
$ | — | | |
$ | 11,546,867 | |
Pooled market value separate accounts: | |
| | | |
| | | |
| | | |
| | |
International blend fund | |
| — | | |
| 14,320,586 | | |
| — | | |
| 14,320,586 | |
Large cap growth stock | |
| — | | |
| 10,280,463 | | |
| — | | |
| 10,280,463 | |
Large cap value fund | |
| — | | |
| 9,417,736 | | |
| — | | |
| 9,417,736 | |
U.S. bond | |
| — | | |
| 12,321,491 | | |
| — | | |
| 12,321,491 | |
Small cap blend fund | |
| — | | |
| 993,879 | | |
| — | | |
| 993,879 | |
Mid cap value stock | |
| — | | |
| 5,663,307 | | |
| — | | |
| 5,663,307 | |
Mid cap growth stock | |
| — | | |
| 7,060,398 | | |
| — | | |
| 7,060,398 | |
Index fund stock | |
| — | | |
| 3,006,057 | | |
| — | | |
| 3,006,057 | |
Large cap blend stock | |
| — | | |
| 2,116,599 | | |
| — | | |
| 2,116,599 | |
Guaranteed Income Fund | |
| — | | |
| — | | |
| 13,954,136 | | |
| 13,954,136 | |
Total assets at fair value | |
$ | 11,546,867 | | |
$ | 65,180,516 | | |
$ | 13,954,136 | | |
$ | 90,681,519 | |
| |
| | | |
| | | |
| | | |
| | |
December 31, 2013 | |
| | | |
| | | |
| | | |
| | |
Tompkins Financial Corporation common stock | |
$ | 10,551,163 | | |
$ | — | | |
$ | — | | |
$ | 10,551,163 | |
Mutual funds: | |
| | | |
| | | |
| | | |
| | |
Mid cap growth fund | |
| 982,202 | | |
| — | | |
| — | | |
| 982,202 | |
Foreign large blend fund | |
| 13,701,512 | | |
| — | | |
| — | | |
| 13,701,512 | |
Large cap value fund | |
| 8,515,022 | | |
| — | | |
| — | | |
| 8,515,022 | |
Pooled market value separate accounts: | |
| | | |
| | | |
| | | |
| | |
U.S. bond | |
| — | | |
| 12,178,641 | | |
| — | | |
| 12,178,641 | |
Large cap growth stock | |
| — | | |
| 9,361,809 | | |
| — | | |
| 9,361,809 | |
Mid cap value stock | |
| — | | |
| 5,188,822 | | |
| — | | |
| 5,188,822 | |
Mid cap growth stock | |
| — | | |
| 6,332,624 | | |
| — | | |
| 6,332,624 | |
Index fund stock | |
| — | | |
| 2,185,254 | | |
| — | | |
| 2,185,254 | |
Large cap blend stock | |
| — | | |
| 1,971,602 | | |
| — | | |
| 1,971,602 | |
Guaranteed Income Fund | |
| — | | |
| — | | |
| 13,413,435 | | |
| 13,413,435 | |
Total assets at fair value | |
$ | 33,749,899 | | |
$ | 37,218,752 | | |
$ | 13,413,435 | | |
$ | 84,382,086 | |
TOMPKINS FINANCIAL
CORPORATION
INVESTMENT
AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL
STATEMENTS, Cont’d
DECEMBER 31,
2014 AND 2013
NOTE C: FAIR
VALUE MEASUREMENTS, Cont’d
The following
is a reconciliation of the beginning and ending balances for assets measured at fair value, on a recurring basis using significant
unobservable inputs (Level 3) for the years ended December 31, 2014 and 2013:
| |
December
31, |
| |
2014 | |
2013 |
| |
| |
|
Guaranteed
income fund: | |
| | | |
| | |
Balance
at beginning of year | |
$ | 13,413,435 | | |
$ | 11,919,560 | |
Purchases | |
| 3,045,276 | | |
| 3,740,751 | |
Sales | |
| (2,778,420 | ) | |
| (2,527,928 | ) |
Interest | |
| 273,845 | | |
| 281,052 | |
Balance
at end of year | |
$ | 13,954,136 | | |
$ | 13,413,435 | |
TOMPKINS FINANCIAL
CORPORATION
INVESTMENT
AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL
STATEMENTS, Cont’d
DECEMBER 31,
2014 AND 2013
NOTE
D: INVESTMENTS
The following
presents the fair value of investments and the net appreciation in fair value. Investments that represent 5% or more of the Plan’s
net assets available for benefits are separately identified:
| |
December 31, |
| |
2014 | |
2013 |
| |
Fair value at | |
Fair value at |
| |
end of year | |
end of year |
| |
| |
|
Tompkins Financial Corporation common stock | |
$ | 11,546,867 | | |
$ | 10,551,163 | |
Mutual funds: | |
| | | |
| | |
American - Europacific Growth R4 | |
| — | | |
| 13,701,512 | |
Eaton Vance Large Cap Value A | |
| — | | |
| 8,515,022 | |
Other | |
| — | | |
| 982,202 | |
| |
| — | | |
| 23,198,736 | |
Pooled market value separate accounts: | |
| | | |
| | |
International Blend - Wellington | |
| 14,320,586 | | |
| — | |
Large Cap Growth - MFS | |
| 10,280,463 | | |
| 9,361,809 | |
Large Cap Value - LSV Asset Mgmt | |
| 9,417,736 | | |
| — | |
Core Plus Bond - PIM | |
| 12,321,491 | | |
| 12,178,641 | |
Mid Cap Value - Systematic | |
| 5,663,307 | | |
| 5,188,822 | |
Mid Cap Growth - Frontier | |
| 7,060,398 | | |
| 6,332,624 | |
Other | |
| 6,116,535 | | |
| 4,156,856 | |
| |
| 65,180,516 | | |
| 37,218,752 | |
Group Annuity Contract: | |
| | | |
| | |
Guaranteed Income Fund | |
| 13,954,136 | | |
| 13,413,435 | |
| |
$ | 90,681,519 | | |
$ | 84,382,086 | |
The investments appreciated in fair
value as follows:
| |
Year ended December 31, |
| |
2014 | |
2013 |
| |
| |
|
Tompkins Financial Corporation common stock | |
$ | 823,998 | | |
$ | 2,395,009 | |
Mutual funds | |
| 1,316,393 | | |
| 3,815,292 | |
Pooled market value separate accounts | |
| 2,152,554 | | |
| 6,461,534 | |
| |
$ | 4,292,945 | | |
$ | 12,671,835 | |
TOMPKINS FINANCIAL
CORPORATION
INVESTMENT
AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL
STATEMENTS, Cont’d
DECEMBER 31,
2014 AND 2013
NOTE E: TAX STATUS
The Internal
Revenue Service has determined and informed the Plan sponsor by a letter dated April 29, 2014, that the prototype plan under which
the Plan was adopted is designed in accordance with the applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the determination letter. However, the Plan administrator and the Plan’s legal counsel believe that
the Plan is designed and is currently being operated in compliance with the applicable requirements of IRC.
Accounting principles
generally accepted in the United States of America require plan management to evaluate tax positions taken by the plan and recognize
a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination
by the Internal Revenue Service. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that
as of December 31, 2014, there are no uncertain positions taken or expected to be taken that would require recognition of a liability
(or asset) or disclosure in the financial statements. The Plan is subject to routine audits by tax jurisdictions. The tax period
for the year ended December 31, 2013 is currently under audit. The Plan Administrator believes it is no longer subject to income
tax examinations for years prior to December 31, 2011.
NOTE F: PLAN
TERMINATION
Although it
has not expressed any intent to do so, the Plan sponsor has the right under the Plan to discontinue its contributions at any time
and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants have a fully vested
interest in their accounts and their accounts will be paid to them as provided by the Plan document.
NOTE G: TRANSACTIONS
WITH PARTIES-IN-INTEREST
The Plan invests
in shares of the Guaranteed Income Fund, mutual funds and pooled market value separate accounts managed by affiliates of Prudential
Retirement. Prudential Retirement acts as trustee for only those investments as defined by the Plan. Transactions in such investments
qualify as party-in-interest transactions which are exempt from the prohibited transactions rules.
The Plan invests
in Tompkins Financial Corporation common stock which represents approximately 12% of net assets available for benefits at December
31, 2014 and 2013.
NOTE H: RISKS
AND UNCERTAINTIES
The Plan invests
in various types of investment securities. Investment securities are exposed to various risks, such as interest rate, market and
credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’
account balances and the amounts reported in the accompanying statements of net assets available for benefits.
TOMPKINS FINANCIAL
CORPORATION
INVESTMENT
AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL
STATEMENTS, Cont’d
DECEMBER 31,
2014 AND 2013
NOTE I: RECONCILIATION
OF THE FINANCIAL STATEMENTS TO FORM 5500
The following
is a reconciliation of net assets available for plan benefits per the financial statements to Form 5500:
| |
December 31, |
| |
2014 | |
2013 |
Net assets available for benefits per the | |
| |
|
financial statements | |
$ | 93,399,586 | | |
$ | 86,708,077 | |
| |
| | | |
| | |
Less: employer contributions receivable | |
| (595,349 | ) | |
| (486,394 | ) |
| |
| | | |
| | |
Net assets available for benefits per Form 5500 | |
$ | 92,804,237 | | |
$ | 86,221,683 | |
The following
is a reconciliation of participant contributions per the financial statements to Form 5500:
| |
December 31, |
| |
2014 | |
2013 |
| |
| |
|
Participant contributions per the financial statements | |
$ | 5,182,624 | | |
$ | 4,767,348 | |
| |
| | | |
| | |
Add: prior year employer contributions receivable | |
| 486,394 | | |
| 429,439 | |
| |
| | | |
| | |
Less: current year employer contributions receivable | |
| (595,349 | ) | |
| (486,394 | ) |
| |
| | | |
| | |
Participant contributions per the Form 5500 | |
$ | 5,073,669 | | |
$ | 4,710,393 | |
As discussed
in Note A, participants are given the opportunity to elect to receive in cash that portion of their profit sharing allocation
which the Board of Directors shall designate as eligible for cash election for the Plan year or they may elect to allocate all
or part to their plan account maintained on their behalf in the Plan. These elective deferrals are not made by the participant
until the year subsequent to the year in which the profit sharing percentage is approved. Therefore, these elective deferrals
are accrued as a receivable to the Plan in the Plan year that the profit sharing amount is approved. However, these elective deferrals
are considered in the relevant non-discrimination testing in the year that they are received by the Plan.
TOMPKINS
FINANCIAL CORPORATION
INVESTMENT
AND STOCK OWNERSHIP PLAN
SUPPLEMENTAL
SCHEDULE
TOMPKINS FINANCIAL
CORPORATION
INVESTMENT
AND STOCK OWNERSHIP PLAN
EIN: 15-0470650
PLAN #: 002
FORM
5500 – SCHEDULE H – PART IV
ITEM 4i -
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT
END OF YEAR - DECEMBER 31, 2014
(a) | |
(b) | |
(c) | |
(e) |
| |
| |
Description of investment, | |
|
Party | |
| |
including maturity date, rate of | |
|
in | |
Identity of issue, borrower, | |
interest, collateral, par or | |
Current |
interest | |
lessor or similar party | |
maturity value | |
Value |
| | | |
| |
| |
| | |
| * | | |
Prudential Retirement Insurance | |
480,761.2338 units | |
$ | 13,954,136 | |
| | | |
and Annuity Company | |
Guaranteed Income Fund | |
| | |
| * | | |
Prudential Retirement Insurance | |
603,363.0832 units | |
| 14,320,586 | |
| | | |
and Annuity Company | |
Int’l Blend/Wellington | |
| | |
| * | | |
Prudential Retirement Insurance | |
479,162.9453 units | |
| 10,280,463 | |
| | | |
and Annuity Company | |
Large Cap Growth/MFS | |
| | |
| * | | |
Prudential Retirement Insurance | |
297,124.9175 units | |
| 9,417,736 | |
| | | |
and Annuity Company | |
Large Cap Val/LSV Asset Mgmt | |
| | |
| * | | |
Prudential Retirement Insurance | |
610,977.5587 units | |
| 12,321,491 | |
| | | |
and Annuity Company | |
Core Plus Bond/PIM | |
| | |
| * | | |
Prudential Retirement Insurance | |
37,715.9563 units | |
| 993,879 | |
| | | |
and Annuity Company | |
Small Cap Blend/Glenmede | |
| | |
| * | | |
Prudential Retirement Insurance | |
324,833.6140 units | |
| 5,663,307 | |
| | | |
and Annuity Company | |
Mid Cap Value/Systematic | |
| | |
| * | | |
Prudential Retirement Insurance | |
379,468.8912 units | |
| 7,060,398 | |
| | | |
and Annuity Company | |
Mid Cap Growth/Frontier | |
| | |
| * | | |
Prudential Retirement Insurance | |
20,619.3019 units | |
| 3,006,057 | |
| | | |
and Annuity Company | |
Dryden S&P 500 Index Fund | |
| | |
| * | | |
Prudential Retirement Insurance | |
35,341.8086 units | |
| 2,116,599 | |
| | | |
and Annuity Company | |
Large Cap Blend/MFS | |
| | |
| | | |
| |
| |
| | |
| * | | |
Tompkins Financial Corporation | |
208,804.1025 units | |
| | |
| | | |
| |
Tompkins Financial | |
| | |
| | | |
| |
Corporation Common Stock | |
| 11,546,867 | |
| | | |
| |
| |
| 90,681,519 | |
| | | |
| |
| |
| | |
| * | | |
Participant notes receivable | |
3.25% - 5.50% | |
| 2,122,718 | |
| | | |
| |
| |
$ | 92,804,237 | |
Note: |
Certain cost information in column (d) is
not required to be disclosed as investments are participant directed under an individual account plan. |
SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the Plan) have duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
TOMPKINS
FINANCIAL CORPORATION INVESTMENT AND STOCK OWNERSHIP PLAN
|
Administrator: Tompkins Trust Company |
|
|
Date: June 25, 2015 |
By: |
/s/ Francis M. Fetsko |
|
|
Francis M. Fetsko
Executive
Vice President and
Chief Financial Officer
|
Tompkins Financial Corporation 11-K
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Audit Committee
Tompkins Financial Corporation
Investment and Stock Ownership
Plan
We hereby consent to the incorporation by reference
in the Registration Statement on Form S-8 (No. 333-60871) of Tompkins Financial Corporation of our report dated June 25, 2015,
relating to the financial statements and supplemental schedule of the Tompkins Financial Corporation Investment and Stock Ownership
Plan which appear in this Form 11-K for the year ended December 31, 2014.
Elmira, New York
June 25, 2015
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