SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
REPURCHASE SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FORM 11-K
[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. 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 TRUSTCO, INC.
----------------------
INVESTMENT AND 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
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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 10
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
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
Audit Committee
Tompkins Trustco, Inc.
Investment and Stock Ownership Plan
We have audited the accompanying statement of net assets available for benefits
of the Tompkins Trustco, Inc. Investment and 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 Investment and Stock Ownership Plan of Tompkins Trustco, Inc.
as of and for the year ended December 31, 2005 were audited by other auditors
who 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
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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 Participants of
Tompkins Trustco, Inc. Investment and Stock Ownership Plan
We have audited the accompanying statement of net assets available for
benefits of the Tompkins Trustco, Inc. Investment and 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.
----------------------
INVESTMENT AND STOCK OWNERSHIP PLAN
-----------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
December 31,
----------------------------
2006 2005
------------ ------------
ASSETS
------
Investments, at fair value:
Tompkins Trustco, Inc. common stock $ 6,950,759 $ 6,369,978
Mutual funds 22,248,081 19,323,341
Participant notes receivable 755,101 700,752
------------ ------------
TOTAL INVESTMENTS 29,953,941 26,394,071
Accrued income receivable 14,235 9,946
Participant contributions receivable 303,949 364,040
------------ ------------
TOTAL ASSETS 30,272,125 26,768,057
LIABILITIES
-----------
Due to sponsor 22,534 --
Other liabilities 15,508 9,055
------------ ------------
TOTAL LIABILITIES 38,042 9,055
------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $ 30,234,083 $ 26,759,002
============ ============
The accompanying notes are an integral part of the financial statements.
- 4 -
TOMPKINS TRUSTCO, INC.
----------------------
INVESTMENT AND 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:
Dividends $ 975,401 $ 839,321
Net appreciation (depreciation) in fair value of investments 1,558,118 (17,953)
Participant note interest 41,290 29,967
------------ ------------
2,574,809 851,335
Contributions:
Employer 951,645 870,792
Participant 2,244,108 2,088,222
Rollover 68,243 54,230
------------ ------------
3,263,996 3,013,244
Transfer from Tompkins Trustco, Inc.
Employee Stock Ownership Plan 207,652 172,128
Transfer from other plan -- 1,027,041
------------ ------------
TOTAL ADDITIONS 6,046,457 5,063,748
DEDUCTIONS
----------
Deductions from net assets attributed to:
Benefits paid to participants 2,571,376 2,070,359
------------ ------------
TOTAL DEDUCTIONS 2,571,376 2,070,359
------------ ------------
NET INCREASE 3,475,081 2,993,389
Net assets available for benefits
at beginning of year 26,759,002 23,765,613
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $ 30,234,083 $ 26,759,002
============ ============
The accompanying notes are an integral part of the financial statements.
- 5 -
TOMPKINS TRUSTCO, INC.
----------------------
INVESTMENT AND 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. 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 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 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
-------
Participants are immediately vested in all contributions and earnings thereon.
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 3% and 4% contribution for 2006 and
2005, respectively.
Participant notes receivable
----------------------------
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 current prime rate
published by the Wall Street Journal 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. Participants are limited to having no more than two loans
outstanding at any given time.
- 6 -
TOMPKINS TRUSTCO, INC.
----------------------
INVESTMENT AND STOCK OWNERSHIP PLAN
-----------------------------------
NOTES TO FINANCIAL STATEMENTS, Cont'd
-------------------------------------
DECEMBER 31, 2006 AND 2005
--------------------------
NOTE A: DESCRIPTION OF PLAN, Cont'd
----------------------------
Diversification and transfers
-----------------------------
Under the Tompkins Trustco, Inc. 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 2006 and 2005, participants transferred
$207,652 and $172,128, 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. Mutual funds are valued at
quoted market prices. 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. Participant notes
receivable are valued at cost which approximates fair value. Purchases and sales
of investments are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend 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.
Reclassifications
-----------------
Certain 2005 amounts have been reclassified to conform with the 2006
presentation.
- 7 -
TOMPKINS TRUSTCO, INC.
----------------------
INVESTMENT AND 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 2005
------------ ------------
Fair value Fair value
at end at end
of year of year
------------ ------------
Tompkins Trustco, Inc. common stock $ 6,950,759 $ 6,369,978
Mutual funds:
Wright Major Blue Chip 3,597,770 3,193,068
Wright Selected Blue Chip 4,542,604 4,454,160
Federated Prime Obligations 2,891,269 2,352,817
American Century Ultra 2,024,075 1,970,569
American Century International Growth 2,394,101 1,780,266
Janus Enterprise Fund 2,687,691 2,082,608
Other 4,110,571 3,489,853
------------ ------------
22,248,081 19,323,341
Participant notes receivable 755,101 700,752
------------ ------------
$ 29,953,941 $ 26,394,071
============ ============
The investments appreciated (depreciated) in fair value as follows:
Year ended December 31,
----------------------------
2006 2005
------------ ------------
Tompkins Trustco, Inc. common stock $ 729,552 $ (523,668)
Mutual funds 828,566 505,715
------------ ------------
$ 1,558,118 $ (17,953)
============ ============
- 8 -
TOMPKINS TRUSTCO, INC.
----------------------
INVESTMENT AND STOCK OWNERSHIP PLAN
-----------------------------------
NOTES TO FINANCIAL STATEMENTS, Cont'd
-------------------------------------
DECEMBER 31, 2006 AND 2005
--------------------------
NOTE D: TAX STATUS
-------------------
The Internal Revenue Service has determined and informed the Plan sponsor 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
23% and 24% of net assets at December 31, 2006 and 2005, respectively.
NOTE G: 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.
NOTE H: TRANSFER FROM OTHER PLAN
---------------------------------
In 2005, Tompkins Insurance Agency, Inc., a division of Tompkins Trustco, Inc.,
purchased substantially all of the assets of Banfield & Associates, Inc.
Banfield & Associates, Inc. operated a defined contribution plan known as
Banfield & Associates, Inc. Profit Sharing and 401(k) Plan. Effective March 7,
2005, the Banfield & Associates, Inc. Profit Sharing and 401(k) Plan merged with
the Tompkins Trustco, Inc. Investment and Stock Ownership Plan. Accordingly,
Banfield & Associates, Inc. Profit Sharing and 401(k) Plan transferred in net
assets of $1,027,041.
- 9 -
TOMPKINS TRUSTCO, INC.
----------------------
INVESTMENT AND STOCK OWNERSHIP PLAN
-----------------------------------
NOTES TO FINANCIAL STATEMENTS, Cont'd
-------------------------------------
DECEMBER 31, 2006 AND 2005
--------------------------
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,
----------------------------
2006 2005
------------ ------------
Net assets available to benefits for the
financial statements $ 30,234,083 $ 26,759,002
Less: participant contributions receivable (303,949) (364,040)
------------ ------------
Net assets available for benefits per Form 5500 $ 29,930,134 $ 26,394,962
============ ============
The following is a reconciliation of participant contributions per the financial
statements to Form 5500:
Year ended December 31,
----------------------------
2006 2005
------------ ------------
Participant contributions per the financial statements $ 2,244,108 $ 2,088,222
Add: prior year participant contribution receivable 364,040 330,894
Less: current year participant contribution receivable (303,949) (364,040)
------------ ------------
Participant contributions per the Form 5500 $ 2,304,199 $ 2,055,076
============ ============
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 of when 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 is approved. However, these elective
deferrals are considered in the relevant non-discrimination testing in the year
that they are received by the Plan.
NOTE J: SUBSEQUENT EVENT
-------------------------
On February 2, 2007, net assets of $2,324,135 from the AM&M Financial Services,
Inc. Retirement and Savings Plan were merged into the Plan. Additionally,
effective January 1, 2007, all employees of AM&M Financial Services, Inc. were
eligible to participate in the Plan.
- 10 -
TOMPKINS TRUSTCO, INC.
----------------------
INVESTMENT AND STOCK OWNERSHIP PLAN
-----------------------------------
SUPPLEMENTAL SCHEDULE
---------------------
TOMPKINS TRUSTCO, INC.
----------------------
INVESTMENT AND STOCK OWNERSHIP PLAN
-----------------------------------
EIN: 16-1601018
---------------
PLAN #: 002
-----------
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) (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
----------- -------------------------------------- ------------------------------------ -------------
* Tompkins Trustco, Inc. 152,932 shares of common stock $ 6,950,759
Mutual funds:
Federated Prime Obligations Fund 2,891,269 units 2,891,269
American Century Ultra 75,950 units 2,024,075
Federated Growth Allocation 84,580 units 1,227,255
Federated Moderate Allocation 83,622 units 1,087,084
Janus Enterprise Fund 56,643 units 2,687,691
Wright Selected Blue Chip 370,220 units 4,542,604
Wright Major Blue Chip 260,897 units 3,597,770
American Century
International Growth 191,375 units 2,394,101
Federated Total Return Bond Fund 80,055 units 843,778
Wright Current Income Fund 100,153 units 952,454
Participant notes receivable 4.0% - 8.25% 755,101
-------------
TOTAL INVESTMENTS $ 29,953,941
=============
Note: Certain cost information in column (d) is not required to be disclosed as
investments are participant directed under an individual account plan.
- 11 -
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. INVESTMENT AND STOCK OWNERSHIP PLAN
Administrator: TOMPKINS TRUST COMPANY
Date: June 27, 2006 By: /s/ FRANCIS M. FETSKO
-------------------------------------
Francis M. Fetsko
Executive Vice President and
Chief Financial Officer
Exhibit Number Description Page
------------------ --------------------------------------------- -------
23.1 Consent of Mengel, Metzger, Barr & Co. LLP
23.2 Consent of Dannible & McKee