SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
REPURCHASE SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal year ended: December 31, 2006
[ ] 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 TRUSTCO, INC. EMPLOYEE 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 TRUSTCO, INC.
----------------------
EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
ITHACA, NEW YORK
----------------
AUDITED FINANCIAL STATEMENTS
----------------------------
SUPPLEMENTAL SCHEDULE
---------------------
AND
REPORT OF INDEPENDENT REGISTERED
--------------------------------
PUBLIC ACCOUNTING FIRM
----------------------
DECEMBER 31, 2006 AND 2005
--------------------------
CONTENTS
--------
AUDITED FINANCIAL STATEMENTS PAGE
---------------------------- ----
Report of Independent Registered Public Accounting Firm 3
Statements of Net Assets Available for Benefits 4
Statements of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 6
SUPPLEMENTAL SCHEDULE
Form 5500 - Schedule H - Part IV:
Item 4i - Schedule of Assets Held for Investment Purposes
at End of Year - December 31, 2006 9
147 West Gray Street [GRAPHIC OMITTED}
Suite 210 Mengel Metzger Barr & Co. LLP
P.O. Box 178 MMB
Elmira, NY 14902 Certified Public Accountants
Phone 607/734-4183
Fax 607/733-3815
www.mengelmetzgerbarr.com
An Independent Member of the BDO Seidman Alliance
--------------------------------------------------------------------------------
Additional Offices / Hornell, New York / Ithaca, New York / Rochester, New York
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
Audit Committee
Tompkins Trustco, Inc.
Employee Stock Ownership Plan
We have audited the accompanying statement of net assets available for benefits
of the Tompkins Trustco, Inc. Employee Stock Ownership Plan as of December 31,
2006, and the related statement of changes in net assets available for benefits
for the year 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 audit. The financial statements of the
Employee Stock Ownership Plan of Tompkins Trustco, Inc. as of and for the year
ended December 31, 2005 were audited by other auditors whose report dated June
23, 2006, expressed an unqualified opinion on those statements.
We conducted our audit 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 audit 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 audit provides 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, 2006, and the changes in net assets available for benefits for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental Schedule of Assets Held for
Investment Purposes At End of Year - December 31, 2006 is presented for the
purpose of additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic 2006
financial statements, and in our opinion, is fairly stated in all material
respects in relation to the basic 2006 financial statements taken as a whole.
/s/ Mengel, Metzger, Barr & Co. LLP
Elmira, New York
June 26, 2007
- 3 -
[LOGO OMITTED]
DANNIBLE & MCKEE, LLP
--------------------------------------------------------------------------------
Certified Public Accountants Financial Plaza, 221 S. Warren St.,
and Consultants Syracuse, New York 13202-2687
(315) 472-9127 Fax (315) 472-0026
Independent Auditor's Report
----------------------------
June 23, 2006
To the Compensation and Personnel Committee and Board of Directors of
Tompkins Trustco, Inc. Employee Stock Ownership Plan
We have audited the accompanying statement of net assets available for
benefits of the Tompkins Trustco, Inc. Employee Stock Ownership Plan ("the
Plan") as of December 31, 2005, and the related statement of changes in net
assets available for benefits for the year 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 audit.
We conducted our audit 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 control over
financial reporting. Our audit 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 includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides 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, 2005, and the changes in net assets available for
benefits for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
/s/ DANNIBLE & MCKEE, LLP
-------------------------
Dannible & McKee, LLP
Syracuse, New York
- 3.1 -
TOMPKINS TRUSTCO, INC.
----------------------
EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
December 31,
----------------------------
2006 2005
------------ ------------
ASSETS
------
Investments, at fair value:
Federated Prime Obligations Fund $ 5,511 $ 1,774
Tompkins Trustco, Inc. common stock 24,086,864 22,044,960
------------ ------------
TOTAL INVESTMENTS 24,092,375 22,046,734
Employer contribution receivable 666,428 741,479
------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $ 24,758,803 $ 22,788,213
============ ============
The accompanying notes are an integral part of the financial statements.
- 4 -
TOMPKINS TRUSTCO, INC.
----------------------
EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------------------
Year ended December 31,
----------------------------
2006 2005
------------ ------------
ADDITIONS
---------
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 620,475 $ 578,568
Net appreciation (depreciation) in fair value of investments 2,508,402 (1,935,831)
------------ ------------
3,128,877 (1,357,263)
Contributions - employer 666,428 741,479
------------ ------------
TOTAL NET ADDITIONS 3,795,305 (615,784)
DEDUCTIONS
----------
Deductions from net assets attributed to:
Benefits paid to participants 1,617,063 864,069
Transfer to Tompkins Trustco Inc. Investment
and Stock Ownership Plan 207,652 172,128
------------ ------------
TOTAL DEDUCTIONS 1,824,715 1,036,197
------------ ------------
NET INCREASE (DECREASE) 1,970,590 (1,651,981)
Net assets available for benefits
at beginning of year 22,788,213 24,440,194
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $ 24,758,803 $ 22,788,213
============ ============
The accompanying notes are an integral part of the financial statements.
- 5 -
TOMPKINS TRUSTCO, INC.
----------------------
EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 2006 AND 2005
--------------------------
NOTE A: DESCRIPTION OF PLAN
----------------------------
The following description of the Tompkins Trustco, Inc. Employee 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 an employee stock ownership 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 Trustco,
Inc.'s Board of Directors, and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Trust Department of Tompkins
Trust Company is the Plan's Trustee. All investments of the Plan are
non-participant directed.
Eligibility
-----------
An employee shall become eligible for participation in the Plan 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
-------
Participants will become vested in all contributions and earnings over a
five-year period.
Contributions
-------------
Tompkins Trustco, Inc. shall contribute to the Plan a discretionary amount,
which shall not exceed 5% of participant compensation. The Executive,
Compensation/Personnel Committee approved a 3% and 3.5% discretionary
contribution to the Plan for the years ended December 31, 2006 and 2005,
respectively. These contributions are used by the Employee Stock Ownership Plan
to acquire company common stock. These common stock shares are allocated
annually to participant accounts. The Plan sponsor has the right to discontinue
such discretionary contributions at any time.
Diversification and transfers
-----------------------------
Diversification is offered to participants close to retirement so that they may
have the opportunity to move part of the value of their investment in the Plan
sponsor stock into investments which are more diversified. Participants who are
at least age 55 with at least 10 years of participation in the Plan may elect to
diversify a portion of their account. Diversification is offered to each
eligible participant over multiple years. In each of the first five years, a
participant may diversify up to 25 percent of the number of post-1986 shares
allocated to his or her account, less any shares previously diversified. After
the fifth year, the percentage changes to 50 percent. The funds elected to be
diversified are transferred to the Tompkins Trustco, Inc. Investment and Stock
Ownership Plan ("ISOP") and invested in funds as chosen by the participant.
During the years ended December 31, 2006 and 2005, the Plan transferred $207,652
and $172,128 into the ISOP, respectively.
- 6 -
TOMPKINS TRUSTCO, INC.
----------------------
EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
NOTES TO FINANCIAL STATEMENTS, Cont'd
-------------------------------------
DECEMBER 31, 2006 AND 2005
--------------------------
NOTE A: DESCRIPTION OF PLAN, Cont'd
----------------------------
Participants' accounts
----------------------
Each participant's account is credited with an allocation of the Tompkins
Trustco, Inc.'s discretionary and non-elective contributions and an 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. Forfeitures of
non-vested account balances are allocated to participants' accounts as company
contributions.
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. The investment in Tompkins
Trustco, Inc.'s common stock is valued at December 31, 2006 and 2005 at the
market value as listed on the American Stock Exchange for publicly traded
securities. Purchases and sales of investments are recorded on a trade-date
basis. Dividend income is recorded on the ex-dividend date. Interest income is
recorded as earned on the accrual basis.
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.
Reclassifications
-----------------
Certain 2005 amounts have been reclassified to conform to the 2006 presentation.
- 7 -
TOMPKINS TRUSTCO, INC.
----------------------
EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
NOTES TO FINANCIAL STATEMENTS, Cont'd
-------------------------------------
DECEMBER 31, 2006 AND 2005
--------------------------
NOTE C: INVESTMENTS
--------------------
The following presents the fair value of investments and the net appreciation
(depreciation) in fair value. Investments that represent 5% or more of the
Plan's net assets are separately identified:
December 31, 2006 December 31, 2005
--------------------------- ----------------------------
Net
appreciation Net
in fair (depreciation)
value Fair value in fair value Fair value
during at end during at end
the year of year the year of year
------------ ------------ ------------ ------------
Federated Prime Obligations Fund $ -- $ 5,511 $ -- $ 1,774
Tompkins Trustco, Inc. common stock 2,508,402 24,086,864 (1,935,831) 22,044,960
------------ ------------ ------------ ------------
$ 2,508,402 $ 24,092,375 $ (1,935,831) $ 22,046,734
============ ============ ============ ============
NOTE D: TAX STATUS
-------------------
The Internal Revenue Service has determined and informed the Company by a letter
dated January 13, 2005, that the Plan and related trust are 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.
NOTE E: 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 F: TRANSACTIONS WITH PARTIES-IN-INTEREST
----------------------------------------------
Tompkins Trustco, Inc. is the Plan sponsor and the Trust Department of Tompkins
Trust Company acts as trustee for the Plan's assets. In addition, the Plan
invests in Tompkins Trustco, Inc. common stock which represents approximately
97% of net assets at December 31, 2006 and 2005.
NOTE G: RISKS AND UNCERTAINTIES
--------------------------------
The Plan invests primarily in Tompkins Trustco, Inc. common stock. These
investment securities are exposed to 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.
- 8 -
TOMPKINS TRUSTCO, INC.
----------------------
EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
SUPPLEMENTAL SCHEDULE
---------------------
TOMPKINS TRUSTCO, INC.
----------------------
EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
EIN: 16-1601020
---------------
PLAN #: 003
-----------
FORM 5500 - SCHEDULE H - PART IV
--------------------------------
ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
---------------------------------------------------------
AT END OF YEAR - DECEMBER 31, 2006
----------------------------------
(a) (b) (c) (d) (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 Cost value
----------- ----------------------------- -------------------------------- ------------- ------------
Federated Prime 5,511 shares -
Obligations Fund Money Market Fund $ 5,511 $ 5,511
* Tompkins Trustco, Inc. 529,964 shares of
Common Stock 9,152,356 24,086,864
------------- ------------
TOTAL INVESTMENTS $ 9,157,867 $ 24,092,375
============== ============
- 9 -
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 TRUSTCO, INC. EMPLOYEE STOCK OWNERSHIP PLAN
Administrator: TOMPKINS TRUST COMPANY
Date: June 27, 2007 By: /s/ FRANCIS M. FETSKO
-------------------------------------
Francis M. Fetsko
Executive Vice President
Chief Financial Officer
Exhibit Number Description Page
---------------- ----------------------------------------------- --------
23.1 Consent of Mengel, Metzger, Barr & Co. LLP
23.2 Consent of Dannible & McKee