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United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q

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

For the quarterly period ended June 30, 2024
OR

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ______
Commission File Number 1-12709
Tompkins Financial Corporation
(Exact name of registrant as specified in its charter)

New York |  | 16-1482357
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

P.O. Box 460, Ithaca, NY
(Address of principal executive offices)
14851
(Zip Code)
Registrant’s telephone number, including area code: (888) 503-5753
Former name, former address, and former fiscal year, if changed since last report: NA
Indicate the number of shares of the Registrant’s Common Stock outstanding as of the latest practicable date:

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer | ☒ |  | Accelerated Filer | ☐
Non-Accelerated Filer | ☐ |  | Smaller Reporting Company | ☐
|  |  | Emerging Growth Company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒.
Indicate the number of shares of the Registrant's Common Stock outstanding as of the latest practicable date: 14,396,247 shares as of August 2, 2024.

TOMPKINS FINANCIAL CORPORATION
FORM 10-Q
INDEX

PART I -FINANCIAL INFORMATION |
|  |  | PAGE
| Item 1 – | Financial Statements Consolidated Statements of Condition as of June 30, 202 4 (Unaudited) and December 31, 202 3 (Audited) | 1
|  | Consolidated Statements of Income for the three and six months ended June 30, 202 4 and 202 3 (Unaudited) | 2
|  | Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 202 4 and 202 3 (Unaudited) | 3
|  | Consolidated Statements of Cash Flows for the six months ended June 30, 202 4 and 202 3 (Unaudited) | 4
|  | Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 202 4 and 202 3 (Unaudited) | 6
|  | Notes to Unaudited Consolidated Financial Statements | 8
| Item 2 - | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 48
| Item 3 - | Quantitative and Qualitative Disclosures About Market Risk | 67
| Item 4 - | Controls and Procedures | 68
PART II - OTHER INFORMATION |
| Item 1 – | Legal Proceedings | 68
| Item 1A – Risk Factors | 68
| Item 2 – | Unregistered Sales of Equity Securities, and Use of Proceeds | 69
| Item 3 - | Defaults Upon Senior Securities | 69
| Item 4 - | Mine Safety Disclosures | 69
| Item 5 - | Other Information | 69
| Item 6 - | Exhibits | 70
SIGNATURES | 71

Item 1. Financial Statements
TOMPKINS FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION

(In thousands, except share and per share data) (Unaudited) | As of | As of
ASSETS | 06/30/2024 | 12/31/2023
| (unaudited) | (audited)
Cash and noninterest bearing balances due from banks | $ | 60,337 |  | $ | 67,212 |
Interest bearing balances due from banks | 10,578 |  | 12,330 |
Cash and Cash Equivalents | 70,915 |  | 79,542 |
Available-for-sale debt securities, at fair value (amortized cost of $1,463,965 at June 30, 2024 and $1,548,482 at December 31, 2023) | 1,317,458 |  | 1,416,650 |
Held-to-maturity debt securities, at amortized cost (fair value of $264,588 at June 30, 2024 and $267,455 December 31, 2023) | 312,430 |  | 312,401 |
Equity securities, at fair value (amortized cost $766 at June 30, 2024 and $787 at December 31, 2023) | 766 |  | 787 |
Total loans and leases, net of unearned income and deferred costs and fees | 5,761,864 |  | 5,605,935 |
Less: Allowance for credit losses | 53,059 |  | 51,584 |
Net Loans and Leases | 5,708,805 |  | 5,554,351 |
Federal Home Loan Bank and other stock | 41,382 |  | 33,719 |
Bank premises and equipment, net | 77,279 |  | 79,687 |
Corporate owned life insurance | 75,453 |  | 67,884 |
Goodwill | 92,602 |  | 92,602 |
Other intangible assets, net | 2,193 |  | 2,327 |
Accrued interest and other assets | 170,239 |  | 179,799 |
Total Assets | 7,869,522 |  | 7,819,749 |
LIABILITIES |  |
Deposits: |  |
Interest bearing: |  |
Checking, savings and money market | 3,453,049 |  | 3,484,878 |
Time | 979,292 |  | 998,013 |
Noninterest bearing | 1,853,555 |  | 1,916,956 |
Total Deposits | 6,285,896 |  | 6,399,847 |
Federal funds purchased and securities sold under agreements to repurchase | 35,989 |  | 50,996 |
Other borrowings | 773,627 |  | 602,100 |
Other liabilities | 97,917 |  | 96,872 |
Total Liabilities | 7,193,429 |  | 7,149,815 |
EQUITY |  |
Tompkins Financial Corporation shareholders' equity: |  |
Common Stock - par value $0.10 per share: Authorized 25,000,000 shares; Issued: 14,429,124 at June 30, 2024; and 14,441,830 at December 31, 2023 | 1,443 |  | 1,444 |
Additional paid-in capital | 298,647 |  | 297,183 |
Retained earnings | 516,566 |  | 501,510 |
Accumulated other comprehensive loss | (135,670) |  | (125,005) |
Treasury stock, at cost – 126,420 shares at June 30, 2024, and 132,097 shares at December 31, 2023 | (6,356) |  | (6,610) |
Total Tompkins Financial Corporation Shareholders’ Equity | 674,630 |  | 668,522 |
Noncontrolling interests | 1,463 |  | 1,412 |
Total Equity | 676,093 |  | 669,934 |
Total Liabilities and Equity | $ | 7,869,522 |  | $ | 7,819,749 |

See notes to unaudited consolidated financial statements.
1

TOMPKINS FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

| Three Months Ended | Six Months Ended
(In thousands, except per share data) (Unaudited) | 06/30/2024 | 06/30/2023 | 06/30/2024 | 06/30/2023
INTEREST AND DIVIDEND INCOME |  |  |  |
Loans | $ | 73,646 |  | $ | 63,527 |  | $ | 145,245 |  | $ | 124,369 |
Due from banks | 184 |  | 183 |  | 338 |  | 322 |
Available-for-sale debt securities | 9,371 |  | 6,618 |  | 18,982 |  | 13,361 |
Held-to-maturity debt securities | 1,219 |  | 1,219 |  | 2,437 |  | 2,433 |
Federal Home Loan Bank and other stock | 820 |  | 323 |  | 1,421 |  | 623 |
Total Interest and Dividend Income | 85,240 |  | 71,870 |  | 168,423 |  | 141,108 |
INTEREST EXPENSE |  |  |  |
Time certificates of deposits of $250,000 or more | 4,048 |  | 2,526 |  | 8,058 |  | 4,313 |
Other deposits | 21,236 |  | 13,119 |  | 41,660 |  | 23,513 |
Federal funds purchased and securities sold under agreements to repurchase | 11 |  | 15 |  | 24 |  | 29 |
Other borrowings | 8,992 |  | 4,314 |  | 17,053 |  | 7,111 |
Total Interest Expense | 34,287 |  | 19,974 |  | 66,795 |  | 34,966 |
Net Interest Income | 50,953 |  | 51,896 |  | 101,628 |  | 106,142 |
Less: Provision for credit loss expense | 2,172 |  | 2,253 |  | 3,026 |  | 1,428 |
Net Interest Income After Provision for Credit Loss Expense | 48,781 |  | 49,643 |  | 98,602 |  | 104,714 |
NONINTEREST INCOME |  |  |  |
Insurance commissions and fees | 9,087 |  | 8,672 |  | 19,346 |  | 18,181 |
Wealth management fees | 4,849 |  | 4,678 |  | 9,786 |  | 9,187 |
Service charges on deposit accounts | 1,766 |  | 1,640 |  | 3,562 |  | 3,386 |
Card services income | 3,278 |  | 3,087 |  | 6,217 |  | 5,769 |
Other income | 2,802 |  | 1,603 |  | 5,022 |  | 3,544 |
Net loss on securities transactions | (6) |  | (7,065) |  | (20) |  | (7,052) |
Total Noninterest Income | 21,776 |  | 12,615 |  | 43,913 |  | 33,015 |
NONINTEREST EXPENSE |  |  |  |
Salaries and wages | 24,919 |  | 25,337 |  | 49,616 |  | 49,849 |
Other employee benefits | 6,545 |  | 6,647 |  | 12,956 |  | 13,388 |
Net occupancy expense of premises | 3,139 |  | 3,327 |  | 6,696 |  | 6,626 |
Furniture and fixture expense | 1,910 |  | 2,105 |  | 4,035 |  | 4,159 |
Amortization of intangible assets | 80 |  | 84 |  | 156 |  | 167 |
Other operating expense | 13,349 |  | 14,468 |  | 26,340 |  | 27,937 |
Total Noninterest Expenses | 49,942 |  | 51,968 |  | 99,799 |  | 102,126 |
Income Before Income Tax Expense | 20,615 |  | 10,290 |  | 42,716 |  | 35,603 |
Income Tax Expense | 4,902 |  | 1,784 |  | 10,100 |  | 7,685 |
Net Income Attributable to Noncontrolling Interests and Tompkins Financial Corporation | 15,713 |  | 8,506 |  | 32,616 |  | 27,918 |
Less: Net Income Attributable to Noncontrolling Interests | 31 |  | 31 |  | 62 |  | 62 |
Net Income Attributable to Tompkins Financial Corporation | $ | 15,682 |  | $ | 8,475 |  | $ | 32,554 |  | $ | 27,856 |
Basic Earnings Per Share | $ | 1.10 |  | $ | 0.59 |  | $ | 2.29 |  | $ | 1.94 |
Diluted Earnings Per Share | $ | 1.10 |  | $ | 0.59 |  | $ | 2.29 |  | $ | 1.94 |

See notes to unaudited consolidated financial statements.
2

TOMPKINS FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

| Three Months Ended
(In thousands) (Unaudited) | 06/30/2024 | 06/30/2023
Net income attributable to noncontrolling interests and Tompkins Financial Corporation | $ | 15,713 |  | $ | 8,506 |
Other comprehensive (loss) income, net of tax: |  |
Available-for-sale debt securities: |  |
Change in net unrealized loss during the period | (1,051) |  | (13,237) |
Reclassification adjustment for net realized loss on sale of available-for-sale debt securities included in net income | 0 |  | 5,325 |
Employee benefit plans: |  |
Amortization of net retirement plan actuarial loss | 162 |  | 197 |
Amortization of net retirement plan prior service cost | 35 |  | 41 |
Other comprehensive loss | (854) |  | (7,674) |
Subtotal comprehensive income attributable to noncontrolling interests and Tompkins Financial Corporation | 14,859 |  | 832 |
Less: Net income attributable to noncontrolling interests | (31) |  | (31) |
Total comprehensive income attributable to Tompkins Financial Corporation | $ | 14,828 |  | $ | 801 |

| Six Months Ended
(In thousands) (Unaudited) | 06/30/2024 | 06/30/2023
Net income attributable to noncontrolling interests and Tompkins Financial Corporation | $ | 32,616 |  | $ | 27,918 |
Other comprehensive income, net of tax: |  |
Available-for-sale debt securities: |  |
Change in net unrealized loss during the period | (11,079) |  | 7,341 |
Reclassification adjustment for net realized loss (gain) on sale of available-for-sale debt securities included in net income | 0 |  | 5,325 |
Employee benefit plans: |  |
Amortization of net retirement plan actuarial loss | 345 |  | 421 |
Amortization of net retirement plan prior service cost | 69 |  | 82 |
Other comprehensive (loss) income | (10,665) |  | 13,169 |
Subtotal comprehensive income attributable to noncontrolling interests and Tompkins Financial Corporation | 21,951 |  | 41,087 |
Less: Net income attributable to noncontrolling interests | (62) |  | (62) |
Total comprehensive income attributable to Tompkins Financial Corporation | $ | 21,889 |  | $ | 41,025 |

See notes to unaudited consolidated financial statements.
3

TOMPKINS FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

| Six Months Ended
(In thousands) (Unaudited) | 06/30/2024 | 06/30/2023
OPERATING ACTIVITIES |  |
Net income attributable to Tompkins Financial Corporation | $ | 32,554 |  | $ | 27,856 |
Provision for credit loss expense | 3,026 |  | 1,428 |
Depreciation and amortization of premises, equipment, and software | 5,610 |  | 5,418 |
Amortization of intangible assets | 156 |  | 167 |
Earnings from corporate owned life insurance | (1,777) |  | (1,169) |
Net amortization on securities | (604) |  | 1,856 |
Amortization/accretion related to purchase accounting | (462) |  | (369) |
Net loss on securities transactions | 20 |  | 7,052 |
Net gain on sale of loans originated for sale | (314) |  | (65) |
Proceeds from sale of loans originated for sale | 8,528 |  | 2,174 |
Loans originated for sale | (8,764) |  | (2,495) |
Net gain on sale of bank premises and equipment | (189) |  | (54) |
Net excess tax (expense) benefit from stock based compensation | (186) |  | 13 |
Stock-based compensation expense | 1,715 |  | 2,155 |
(Increase) decrease in accrued interest receivable | (3,517) |  | 718 |
Increase in accrued interest payable | 1,029 |  | 742 |
Other, net | 13,698 |  | (678) |
Net Cash Provided by Operating Activities | 50,523 |  | 44,749 |
INVESTING ACTIVITIES |  |
Proceeds from maturities, calls and principal paydowns of available-for-sale debt securities | 91,068 |  | 79,018 |
Proceeds from sales of available-for-sale debt securities | 0 |  | 73,832 |
Purchases of available-for-sale debt securities | (5,976) |  | (18,044) |
Net increase in loans | (157,027) |  | (84,989) |
Proceeds from sale/redemptions of Federal Home Loan Bank stock | 48,290 |  | 54,747 |
Purchases of Federal Home Loan Bank and other stock | (55,953) |  | (60,676) |
Proceeds from sale of bank premises and equipment | 265 |  | 98 |
Purchases of bank premises, equipment and software | (2,368) |  | (3,344) |
Purchase of corporate owned life insurance | (5,746) |  | 0 |
Redemption of corporate owned life insurance | 3,115 |  | 20 |
Other, net | (413) |  | (138) |
Net Cash (Used in) Provided by Investing Activities | (84,745) |  | 40,524 |
FINANCING ACTIVITIES |  |
Net decrease in demand, money market, and savings deposits | (95,230) |  | (286,827) |
Net (decrease) increase in time deposits | (18,445) |  | 139,452 |
Net decrease in Federal funds purchased and securities sold under agreements to repurchase | (15,007) |  | (5,795) |
Increase in other borrowings | 351,027 |  | 145,100 |
Repayment of other borrowings | (179,500) |  | (49,300) |
Cash dividends | (17,226) |  | (17,423) |
Common stock issued | 81 |  | 0 |
Repurchase of common stock | 0 |  | (6,378) |
Net shares issued related to restricted stock awards | (105) |  | (207) |
Net proceeds from exercise of stock options | 0 |  | (118) |
Net Cash Provided by (Used in) Financing Activities | 25,595 |  | (81,496) |
Net (Decrease) Increase in Cash and Cash Equivalents | (8,627) |  | 3,777 |
Cash and cash equivalents at beginning of period | 79,542 |  | 77,837 |
Total Cash and Cash Equivalents at End of Period | $ | 70,915 |  | $ | 81,614 |

See notes to unaudited consolidated financial statements.
4

TOMPKINS FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

| Six Months Ended
(In thousands) (Unaudited) | 06/30/2024 | 06/30/2023
Supplemental Information: |  |
Cash paid during the year for - Interest | $ | 66,042 |  | $ | 34,493 |
Cash paid during the year for - Taxes | 2,560 |  | 7,999 |
Transfer of loans to other real estate owned | 80 |  | 0 |
Right-of-use assets obtained in exchange for new lease liabilities | 181 |  | 422 |

See notes to unaudited consolidated financial statements.
5

TOMPKINS FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)

(In thousands except share and per share data) (Unaudited) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Treasury Stock | Non- controlling Interests | Total
Balances at April 1, 2023 | $ | 1,456 |  | $ | 303,357 |  | $ | 537,331 |  | $ | (187,846) |  | $ | (5,976) |  | $ | 1,443 |  | $ | 649,765 |
Net income attributable to noncontrolling interests and Tompkins Financial Corporation |  |  | 8,475 |  |  |  | 31 |  | 8,506 |
Other comprehensive loss |  |  |  | (7,674) |  |  |  | (7,674) |
Total Comprehensive Income |  |  |  |  |  |  | 832 |
Cash dividends ($0.60 per share) |  |  | (8,711) |  |  |  |  | (8,711) |
Net exercise of stock options (315 shares) |  |  | (10) |  |  |  |  |  | (10) |
Common stock repurchased and returned to unissued status (108,219 shares) | (11) |  | (6,367) |  |  |  |  |  | (6,378) |
Stock-based compensation expense |  | 1,110 |  |  |  |  |  | 1,110 |
Directors deferred compensation plan (3,386 shares) |  | 209 |  |  |  | (209) |  |  | 0 |
Restricted stock activity (6,341 shares) | (1) | (166) |  |  |  |  |  | (167) |
Balances at June 30, 2023 | $ | 1,444 |  | $ | 298,133 |  | $ | 537,095 |  | $ | (195,520) |  | $ | (6,185) |  | $ | 1,474 |  | $ | 636,441 |
Balances at April 1, 2024 | $ | 1,444 |  | $ | 297,790 |  | $ | 509,668 |  | $ | (134,816) |  | $ | (6,180) |  | $ | 1,432 |  | $ | 669,338 |
Net income attributable to noncontrolling interests and Tompkins Financial Corporation |  |  | 15,682 |  |  |  | 31 |  | 15,713 |
Other comprehensive loss |  |  |  | (854) |  |  |  | (854) |
Total Comprehensive Income |  |  |  |  |  |  | 14,859 |
Cash dividends ($0.61 per share) |  |  | (8,784) |  |  |  |  | (8,784) |
Treasury stock activity (1,090 shares) |  | 40 |  |  |  | 14 |  |  | 54 |
Stock-based compensation expense |  | 731 |  |  |  |  |  | 731 |
Directors deferred compensation plan (3,933 shares) |  | 190 |  |  |  | (190) |  |  | 0 |
Restricted stock activity (10,905 shares) | (1) |  | (104) |  |  |  |  |  | (105) |
Balances at June 30, 2024 | $ | 1,443 |  | $ | 298,647 |  | $ | 516,566 |  | $ | (135,670) |  | $ | (6,356) |  | $ | 1,463 |  | $ | 676,093 |

6

(In thousands except share and per share data)(Unaudited) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Treasury Stock | Non- controlling Interests | Total
Balances at January 1, 2023 | $ | 1,456 |  | $ | 302,763 |  | $ | 526,727 |  | $ | (208,689) |  | $ | (6,279) |  | $ | 1,412 |  | $ | 617,390 |
Net income attributable to noncontrolling interests and Tompkins Financial Corporation |  |  | 27,856 |  |  |  | 62 |  | 27,918 |
Other comprehensive income |  |  |  | 13,169 |  |  |  | 13,169 |
Total Comprehensive Income |  |  |  |  |  |  | 41,087 |
Cash dividends ($1.20 per share) |  |  | (17,423) |  |  |  |  | (17,423) |
Net exercise of stock options (1,824 shares) |  |  | (118) |  |  |  |  |  | (118) |
Common stock repurchased and returned to unissued status (108,219 shares) | (11) |  | (6,367) |  |  |  |  |  | (6,378) |
Stock-based compensation expense |  | 2,155 |  |  |  |  |  | 2,155 |
Directors deferred compensation plan (4,484 shares) |  | (94) |  |  |  | 94 |  |  | 0 |
Restricted stock activity (7,933 shares) | (1) |  | (206) |  |  |  |  |  | (207) |
Adoption of Accounting Guidance ASU 2022-02 |  |  | (65) |  |  |  |  | (65) |
Balances at June 30, 2023 | $ | 1,444 |  | $ | 298,133 |  | $ | 537,095 |  | $ | (195,520) |  | $ | (6,185) |  | $ | 1,474 |  | $ | 636,441 |
Balances at January 1, 2024 | $ | 1,444 |  | $ | 297,183 |  | $ | 501,510 |  | $ | (125,005) |  | $ | (6,610) |  | $ | 1,412 |  | $ | 669,934 |
Net income attributable to noncontrolling interests and Tompkins Financial Corporation |  |  | 32,554 |  |  |  | 62 |  | 32,616 |
Other comprehensive loss |  |  |  | (10,665) |  |  |  | (10,665) |
Total Comprehensive Income |  |  |  |  |  |  | 21,951 |
Cash dividends ($1.21 per share) |  |  | (17,427) |  |  |  |  | (17,427) |
Treasury stock issued (1,990 shares) |  | 81 |  |  |  | 26 |  | 107 |
Stock-based compensation expense |  | 1,715 |  |  |  |  |  | 1,715 |
Directors deferred compensation plan ((3,687) shares) |  | (228) |  |  |  | 228 |  |  | 0 |
Restricted stock activity (12,706 shares) | (1) |  | (104) |  |  |  |  |  | (105) |
Adjustment due to the adoption of ASU 2023-02 |  |  | (71) |  |  |  |  | (71) |
Partial repurchase of noncontrolling interest |  |  |  |  |  | (11) |  | (11) |
Balances at June 30, 2024 | $ | 1,443 |  | $ | 298,647 |  | $ | 516,566 |  | $ | (135,670) |  | $ | (6,356) |  | $ | 1,463 |  | $ | 676,093 |

See notes to unaudited consolidated financial statements
7

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Business
Tompkins Financial Corporation ("Tompkins" or the "Company") is headquartered in Ithaca, New York and is registered as a Financial Holding Company with the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended. The Company is a locally oriented, community-based financial services organization that offers a full array of products and services, including commercial and consumer banking, leasing, trust and investment management, financial planning and wealth management, and insurance services. At June 30, 2024, the Company had one wholly-owned banking subsidiary, Tompkins Community Bank. Tompkins Community Bank provides a full array of trust and wealth management services under the Tompkins Financial Advisors brand, including investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. The Company also has a wholly-owned insurance agency subsidiary, Tompkins Insurance Agencies, Inc. ("Tompkins Insurance"). The Company’s principal offices are located at 118 E. Seneca Street, Ithaca, New York, 14850, and its telephone number is (888) 503-5753. The Company’s common stock is traded on the NYSE American under the symbol "TMP."
As a registered financial holding company, the Company is regulated under the Bank Holding Company Act of 1956 ("BHC Act"), as amended and is subject to examination and comprehensive regulation by the Federal Reserve Board ("FRB"). The Company is also subject to the jurisdiction of the Securities and Exchange Commission ("SEC") and is subject to disclosure and regulatory requirements under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The Company is subject to the rules of the NYSE American for listed companies.
Tompkins Community Bank is subject to examination and comprehensive regulation by various regulatory authorities, including the Federal Deposit Insurance Corporation ("FDIC") and the New York State Department of Financial Services ("NYSDFS"). Each of these agencies issues regulations and requires the filing of reports describing the activities and financial condition of the entities under its jurisdiction. Likewise, such agencies conduct examinations on a recurring basis to evaluate the safety and soundness of the institutions, and to test compliance with various regulatory requirements, including: consumer protection, privacy, fair lending, the Community Reinvestment Act, the Bank Secrecy Act, sales of non-deposit investments, electronic data processing, and trust department activities. These agencies also examine and regulate the trust business of Tompkins Community Bank.
Tompkins Insurance is subject to examination and regulation by the NYSDFS and the Pennsylvania Insurance Department.
2. Basis of Presentation
The unaudited consolidated financial statements included in this quarterly report do not include all of the information and footnotes required by U.S. Generally Accepted Accounting Principles ("GAAP") for a full year presentation and certain disclosures have been condensed or omitted in accordance with rules and regulations of the SEC. In the application of certain accounting policies, management is required to make assumptions regarding the effect of matters that are inherently uncertain. These estimates and assumptions affect the reported amounts of certain assets, liabilities, revenues, and expenses in the unaudited consolidated financial statements. Different amounts could be reported under different conditions, or if different assumptions were used in the application of these accounting policies. The accounting policy that management considers critical in this respect is the determination of the allowance for credit losses.
In management’s opinion, the unaudited consolidated financial statements reflect all adjustments of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year ended December 31, 2024. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Cash and cash equivalents in the consolidated statements of cash flow include cash and noninterest bearing balances due from banks, interest-bearing balances due from banks, and money market funds. Management regularly evaluates the credit risk associated with the counterparties to these transactions and believes that the Company is not exposed to any significant credit risk on cash and cash equivalents.
The Company has evaluated subsequent events for potential recognition and/or disclosure, and determined that no further disclosures were required.
8

The consolidated financial information included herein combines the results of operations, the assets, liabilities, and shareholders’ equity of the Company and its subsidiaries. Amounts in the prior periods’ unaudited consolidated financial statements are reclassified when necessary to conform to the current periods’ presentation. All significant intercompany balances and transactions are eliminated in consolidation.
Newly Adopted Accounting Standards
ASU No. 2023-02, "Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method." This update will allow reporting entities to consistently account for equity investments made primarily for the purpose of receiving income tax credits or other income tax benefits. This update applies this to all reporting entities that hold (1) tax equity investments that meet the conditions for and elect to account for them using the proportional amortization method or (2) an investment in a low income housing tax credit ("LIHTC") structure through a limited liability entity that is not accounted for using the proportional amortization method and to which certain LIHTC specific guidance removed from Subtopic 323-740 has been applied. Additionally, the disclosure requirements apply to investments that generate income tax credits and other income tax benefits from a tax credit program for which the entity has elected to apply the proportional amortization method (including investments within that elected program that do not meet the conditions to apply the proportional amortization method). The amendments in this Update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. ASU 2023-02 is effective for fiscal years beginning after December 15, 2023 and interim periods in those years. The adoption of ASU 2023-02 on January 1, 2024 did not have a material effect on the Company's financial statements.
Transition for existing tax credits that qualify must be recognized using either a modified retrospective transition or a retrospective transition for all existing tax investments still expected to provide tax benefits and elected under ASU 2023-02 to apply the proportional amortization method. The Company has elected to treat all existing tax credit investments requiring adjustment under ASU 2023-02 using the modified retrospective method approach.
The Company currently has recorded investments in 2 separate LIHTC structures as of June 30, 2024 totaling $2.2 million already using proportional amortization with a $32,000 benefit recorded to income tax expense in the six months ending June 30, 2024 and $27,000 benefit for the six months ending June 30, 2023. In addition, the Company has a historic rehabilitation tax credit that was previously recorded using the equity investment accounting method and had no residual book value or financial impact in either the current or prior year. The ASU 2023-02 day 1 adoption entry for this tax credit included the recording of a $40,000 investment and the write-off of a $444,000 gross timing difference (tax effective at $111,000) with a corresponding $71,000 reduction to retained earnings.
The Company has also elected to treat the following categories of tax credit investments under the proportional amortization method:
•LIHTC- Low Income Housing Tax Credits
•New Market Tax Credits
•Historic Rehabilitation Tax Credit
•Renewable Energy Tax Credit
•State Specific Tax Credits
Accounting Standards Pending Adoption
ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments in this Update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2024 and interim periods in those years, and its adoption is not expected to have a significant effect on our financial statements or disclosures.
ASU No. 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures." The amendments in this Update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and interim periods in those years. Tompkins is currently evaluating the potential impact of ASU 2023-09 on our consolidated financial statements.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.
9

3. Securities
Available-for-Sale Debt Securities
The following tables summarize available-for-sale debt securities held by the Company at June 30, 2024 and December 31, 2023:

| Available-for-Sale Debt Securities
June 30, 2024 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value
(In thousands) |  |  |  |
U.S. Treasuries | $ | 114,808 |  | $ | 60 |  | $ | 4,982 |  | $ | 109,886 |
Obligations of U.S. Government sponsored entities | 442,952 |  | 2,937 |  | 23,212 |  | 422,677 |
Obligations of U.S. states and political subdivisions | 88,563 |  | 1 |  | 10,088 |  | 78,476 |
Mortgage-backed securities – residential, issued by |  |  |  |
U.S. Government agencies | 45,419 |  | 4 |  | 5,311 |  | 40,112 |
U.S. Government sponsored entities | 769,723 |  | 1,108 |  | 106,891 |  | 663,940 |
U.S. corporate debt securities | 2,500 |  | 0 |  | 133 |  | 2,367 |
Total available-for-sale debt securities | $ | 1,463,965 |  | $ | 4,110 |  | $ | 150,617 |  | $ | 1,317,458 |

| Available-for-Sale Debt Securities
December 31, 2023 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value
(In thousands) |  |  |  |
U.S. Treasuries | $ | 114,418 |  | $ | 495 |  | $ | 5,009 |  | $ | 109,904 |
Obligations of U.S. Government sponsored entities | 472,286 |  | 6,449 |  | 22,277 |  | 456,458 |
Obligations of U.S. states and political subdivisions | 89,999 |  | 2 |  | 8,077 |  | 81,924 |
Mortgage-backed securities – residential, issued by |  |  |  |
U.S. Government agencies | 49,976 |  | 8 |  | 4,744 |  | 45,240 |
U.S. Government sponsored entities | 819,303 |  | 2,422 |  | 100,895 |  | 720,830 |
U.S. corporate debt securities | 2,500 |  | 0 |  | 206 |  | 2,294 |
Total available-for-sale debt securities | $ | 1,548,482 |  | $ | 9,376 |  | $ | 141,208 |  | $ | 1,416,650 |

Held-to-Maturity Debt Securities
The following tables summarize held-to-maturity debt securities held by the Company at June 30, 2024 and December 31, 2023:

| Held-to-Maturity Debt Securities
June 30, 2024 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value
(In thousands) |  |  |  |
U.S. Treasuries | $ | 86,157 |  | $ | 0 |  | $ | 12,181 |  | $ | 73,976 |
Obligations of U.S. Government sponsored entities | 226,273 |  | 0 |  | 35,661 |  | 190,612 |
Total held-to-maturity debt securities | $ | 312,430 |  | $ | 0 |  | $ | 47,842 |  | $ | 264,588 |

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| Held-to-Maturity Debt Securities
December 31, 2023 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value
(In thousands) |  |  |  |
U.S. Treasuries | $ | 86,266 |  | $ | 0 |  | $ | 11,051 |  | $ | 75,215 |
Obligations of U.S. Government sponsored entities | 226,135 |  | 0 |  | 33,895 |  | 192,240 |
Total held-to-maturity debt securities | $ | 312,401 |  | $ | 0 |  | $ | 44,946 |  | $ | 267,455 |

The Company may from time to time sell debt securities from its available-for-sale portfolio. Realized gains on sales of available-for-sale debt securities were $0 for both the three and six months ended June 30, 2024 and June 30, 2023. Realized losses on sales of available-for-sale debt securities were $0 for the three and six months ended June 30, 2024, and $7.1 million for both the three and six months ended June 30, 2023. There were no sales of available-for-sale debt securities during the three and six months ended June 30, 2024, compared to $80.9 million of available-for-sale debt securities sold during the three and six months ended June 30, 2023. Sales of available-for-sale debt securities were the result of general investment portfolio, interest rate risk and balance sheet management. Proceeds from the sale of available-for-sale debt securities were $0 for the three and six months ended June 30, 2024 and $73.8 million for the three and six months ended June 30, 2023. The Company's investment portfolio includes callable securities that may be called prior to maturity. There were no realized gains or losses on called available-for-sale debt securities for both the three and six months ended June 30, 2024 and June 30, 2023. The Company also recognized net losses of $6,100 and $20,400 for the three and six months ended June 30, 2024, respectively, compared to net losses of $12,000 and net gains of $1,000 for the three and six months ended June 30, 2023, respectively, on equity securities, reflecting the change in fair value.
The following table summarizes available-for-sale debt securities that had unrealized losses at June 30, 2024, and December 31, 2023:

June 30, 2024 | Less than 12 Months | 12 Months or Longer | Total
(In thousands) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses
U.S. Treasuries | $ | 19,876 |  | $ | 2 |  | $ | 65,756 |  | $ | 4,980 |  | $ | 85,632 |  | $ | 4,982 |
Obligations of U.S. Government sponsored entities | 29,993 |  | 14 |  | 214,490 |  | 23,198 |  | 244,483 |  | 23,212 |
Obligations of U.S. states and political subdivisions | 2,236 |  | 8 |  | 76,125 |  | 10,080 |  | 78,361 |  | 10,088 |
Mortgage-backed securities – residential, issued by |  |  |  |  |  |
U.S. Government agencies | 0 |  | 0 |  | 39,801 |  | 5,311 |  | 39,801 |  | 5,311 |
U.S. Government sponsored entities | 14,318 |  | 257 |  | 559,593 |  | 106,634 |  | 573,911 |  | 106,891 |
U.S. corporate debt securities | 0 |  | 0 |  | 2,367 |  | 133 |  | 2,367 |  | 133 |
Total available-for-sale debt securities | $ | 66,423 |  | $ | 281 |  | $ | 958,132 |  | $ | 150,336 |  | $ | 1,024,555 |  | $ | 150,617 |

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December 31, 2023 | Less than 12 Months | 12 Months or Longer | Total
(In thousands) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses
U.S. Treasuries | $ | 0 |  | $ | 0 |  | $ | 65,663 |  | $ | 5,009 |  | $ | 65,663 |  | $ | 5,009 |
Obligations of U.S. Government sponsored entities | 14,453 |  | 110 |  | 220,913 |  | 22,167 |  | 235,366 |  | 22,277 |
Obligations of U.S. states and political subdivisions | 10,572 |  | 106 |  | 69,601 |  | 7,971 |  | 80,173 |  | 8,077 |
Mortgage-backed securities – residential, issued by |  |  |  |  |  |
U.S. Government agencies | 1,145 | 4 | 43,764 | 4,740 | 44,909 | 4,744
U.S. Government sponsored entities | 5,659 | 66 | 609,456 | 100,829 | 615,115 | 100,895
U.S. corporate debt securities | 0 |  | 0 |  | 2,294 |  | 206 |  | 2,294 |  | 206 |
Total available-for-sale debt securities | $ | 31,829 |  | $ | 286 |  | $ | 1,011,691 |  | $ | 140,922 |  | $ | 1,043,520 |  | $ | 141,208 |

The following table summarizes held-to-maturity debt securities that had unrealized losses at June 30, 2024 and December 31, 2023:

June 30, 2024 | Less than 12 Months | 12 Months or Longer | Total
(In thousands) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses
U.S. Treasuries | $ | 0 |  | $ | 0 |  | $ | 73,976 |  | $ | 12,181 |  | $ | 73,976 |  | $ | 12,181 |
Obligations of U.S. Government sponsored entities | 0 |  | 0 |  | 190,612 |  | 35,661 |  | 190,612 |  | 35,661 |
Total held-to-maturity debt securities | $ | 0 |  | $ | 0 |  | $ | 264,588 |  | $ | 47,842 |  | $ | 264,588 |  | $ | 47,842 |

December 31, 2023 | Less than 12 Months | 12 Months or Longer | Total
(In thousands) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses
U.S. Treasuries | $ | 0 |  | $ | 0 |  | $ | 75,215 |  | $ | 11,051 |  | $ | 75,215 |  | $ | 11,051 |
Obligations of U.S. Government sponsored entities | 0 |  | 0 |  | 192,240 |  | 33,895 |  | 192,240 |  | 33,895 |
Total held-to-maturity debt securities | $ | 0 |  | $ | 0 |  | $ | 267,455 |  | $ | 44,946 |  | $ | 267,455 |  | $ | 44,946 |

The Company evaluates available-for-sale debt securities for expected credit losses ("ECL") in unrealized loss positions at each measurement date to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors.
Factors that may be indicative of ECL include, but are not limited to, the following:
•Extent to which the fair value is less than the amortized cost basis.
•Adverse conditions specifically related to the security, an industry, or geographic area (changes in technology, business practice).
•Payment structure of the debt security with respect to underlying issuer or obligor.
•Failure of the issuer to make scheduled payment of principal and/or interest.
•Changes to the rating of a security or issuer by a nationally recognized statistical rating organization.
•Changes in tax or regulatory guidelines that impact a security or underlying issuer.
For available-for-sale debt securities in an unrealized loss position, the Company evaluates the securities to determine whether the decline in the fair value below the amortized cost basis (technical impairment) is the result of changes in interest rates or reflects a fundamental change in the credit worthiness of the underlying issuer. Any impairment that is not credit related is recognized in other comprehensive income (loss), net of applicable taxes. Credit-related impairment is recognized as an allowance for credit losses ("ACL") on the Consolidated Statements of Condition, limited to the amount by which the amortized
12

cost basis exceeds the fair value, with a corresponding adjustment to earnings. Both the ACL and the adjustment to net income may be reversed if conditions change.
Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Management has made the accounting policy election to exclude accrued interest receivable on held-to-maturity debt securities from the estimate of credit losses. As of June 30, 2024, the held-to-maturity portfolio consisted of U.S. Treasury securities and securities issued by U.S. government-sponsored enterprises, including the Federal National Mortgage Agency, the Federal Home Loan Bank ("FHLB") and the Federal Farm Credit Banks Funding Corporation. U.S. Treasury securities are backed by the full faith and credit of and/or guaranteed by the U.S. government, and it is expected that the securities will not be settled at prices less than the amortized cost bases of the securities. Securities issued by U.S. government agencies or U.S. government-sponsored enterprises carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as "risk-free," and have a long history of zero credit loss. As such, the Company did not record an allowance for credit losses for these securities as of June 30, 2024 or December 31, 2023.
The gross unrealized losses reported for residential mortgage-backed securities relate to investment securities issued by U.S. government sponsored entities such as Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, and
U.S. government agencies such as Government National Mortgage Association. The total gross unrealized losses, shown in the tables above, were primarily attributable to changes in interest rates and levels of market liquidity, relative to when the investment securities were purchased, and not due to the credit-related quality of the investment securities. The Company does not have the intent to sell these securities and does not believe it is more likely than not that the Company will be required to sell these securities before a recovery of amortized cost.
The amortized cost and estimated fair value of debt securities by contractual maturity are shown in the following table. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities are shown separately since they are not due at a single maturity date.

June 30, 2024 |  |
(In thousands) | Amortized Cost | Fair Value
Available-for-sale debt securities: |  |
Due in one year or less | $ | 145,289 |  | $ | 143,154 |
Due after one year through five years | 246,804 |  | 234,188 |
Due after five years through ten years | 234,401 |  | 218,769 |
Due after ten years | 22,329 |  | 17,295 |
Total | 648,823 |  | 613,406 |
Mortgage-backed securities | 815,142 |  | 704,052 |
Total available-for-sale debt securities | $ | 1,463,965 |  | $ | 1,317,458 |

December 31, 2023 |  |
(In thousands) | Amortized Cost | Fair Value
Available-for-sale debt securities: |  |
Due in one year or less | $ | 99,242 |  | $ | 98,650 |
Due after one year through five years | 307,093 |  | 296,279 |
Due after five years through ten years | 245,617 |  | 233,569 |
Due after ten years | 27,251 |  | 22,082 |
Total | 679,203 |  | 650,580 |
Mortgage-backed securities | 869,279 |  | 766,070 |
Total available-for-sale debt securities | $ | 1,548,482 |  | $ | 1,416,650 |

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June 30, 2024 |  |
(In thousands) | Amortized Cost | Fair Value
Held-to-maturity debt securities: |  |
Due after five years through ten years | $ | 312,430 |  | $ | 264,588 |
Total held-to-maturity debt securities | $ | 312,430 |  | $ | 264,588 |

December 31, 2023 |  |
(In thousands) | Amortized Cost | Fair Value
Held-to-maturity debt securities: |  |
Due after five years through ten years | $ | 312,401 |  | $ | 267,455 |
Total held-to-maturity debt securities | $ | 312,401 |  | $ | 267,455 |

The Company also holds non-marketable Federal Home Loan Bank of New York ("FHLBNY") stock and non-marketable Atlantic Community Bankers Bank ("ACBB") stock, all of which are required to be held for regulatory purposes and for borrowing availability. The required investment in FHLB stock is tied to the Company’s borrowing levels with the FHLB. Holdings of FHLBNY stock and ACBB stock totaled $41.3 million and $95,000, respectively, at June 30, 2024. These securities are carried at par, which is also cost. The FHLBNY continues to pay dividends and repurchase stock. Quarterly, we evaluate our investment in the FHLB for impairment. We evaluate recent and long-term operating performance, liquidity, funding and capital positions, stock repurchase history, dividend history and impact of legislative and regulatory changes. Based on our most recent evaluation, as of June 30, 2024, we determined that no impairment write-downs were required.
4. Loans and Leases
Loans and leases at June 30, 2024 and December 31, 2023 were as follows:

(In thousands) | 06/30/2024 | 12/31/2023
Commercial and industrial |  |
Agriculture | $ | 92,965 |  | $ | 101,211 |
Commercial and industrial other | 773,767 |  | 721,890 |
PPP loans | 254 |  | 404 |
Subtotal commercial and industrial | 866,986 |  | 823,505 |
Commercial real estate |  |
Construction | 337,361 |  | 303,406 |
Agriculture | 210,168 |  | 221,670 |
Commercial real estate other | 2,664,214 |  | 2,587,591 |
Subtotal commercial real estate | 3,211,743 |  | 3,112,667 |
Residential real estate |  |
Home equity | 194,096 |  | 188,316 |
Mortgages | 1,377,376 |  | 1,373,275 |
Subtotal residential real estate | 1,571,472 |  | 1,561,591 |
Consumer and other |  |
Indirect | 461 |  | 841 |
Consumer and other | 102,591 |  | 96,942 |
Subtotal consumer and other | 103,052 |  | 97,783 |
Leases | 13,429 |  | 15,383 |
Total loans and leases | 5,766,682 |  | 5,610,929 |
Less: unearned income and deferred costs and fees | (4,818) |  | (4,994) |
Total loans and leases, net of unearned income and deferred costs and fees | $ | 5,761,864 |  | $ | 5,605,935 |

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The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. Management reviews these policies and procedures on a regular basis. The Company discussed its lending policies and underwriting guidelines for its various lending portfolios in Note 3 – "Loans and Leases" in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes in these policies and guidelines since the date of that report. As such, these policies are reflective of new originations as well as those balances held at December 31, 2023. The Company’s Board of Directors approves the lending policies at least annually. The Company recognizes that exceptions to policy guidelines may occasionally occur and has established procedures for approving exceptions to these policy guidelines. Management has also implemented reporting systems to monitor loan origination, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans.
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments are due. Generally loans are placed on nonaccrual status if principal or interest payments become 90 days or more past due and/or management deems the collectability of the principal and/or interest to be in question as well as when required by regulatory agencies. When interest accrual is discontinued, all unpaid accrued interest is reversed. Payments received on loans on nonaccrual are generally applied to reduce the principal balance of the loan. Loans are generally returned to accrual status when all the principal and interest amounts due are brought current, the borrower has established a payment history, and future payments are reasonably assured. When management determines that the collection of principal in full is not probable, management will charge-off a partial amount or full amount of the loan balance. Management considers specific facts and circumstances relative to each individual credit in making such a determination. For residential and consumer loans, management uses specific regulatory guidance and thresholds for determining charge-offs.
The below tables are an age analysis of past due loans, segregated by class of loans, as of June 30, 2024 and December 31, 2023:

June 30, 2024 |
(In thousands) | 30-59 Days | 60-89 Days | 90 Days or More | Total Past Due | Current Loans | Total Loans
Loans and Leases |  |  |  |  |  |
Commercial and industrial |  |  |  |  |  |
Agriculture | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 92,965 |  | $ | 92,965
Commercial and industrial other | 562 |  | 95 |  | 2,116 |  | 2,773 |  | 770,994 |  | 773,767 |
PPP loans | 0 |  | 0 |  | 0 |  | 0 |  | 254 |  | 254 |
Subtotal commercial and industrial | 562 |  | 95 |  | 2,116 |  | 2,773 |  | 864,213 |  | 866,986 |
Commercial real estate |  |  |  |  |  |
Construction | 0 |  | 0 |  | 0 |  | 0 |  | 337,361 |  | 337,361
Agriculture | 88 |  | 0 |  | 0 |  | 88 |  | 210,080 |  | 210,168
Commercial real estate other | 1,101 |  | 93 |  | 41,589 |  | 42,783 |  | 2,621,431 |  | 2,664,214
Subtotal commercial real estate | 1,189 |  | 93 |  | 41,589 |  | 42,871 |  | 3,168,872 |  | 3,211,743 |
Residential real estate |  |  |  |  |  |
Home equity | 694 |  | 72 |  | 1,833 |  | 2,599 |  | 191,497 |  | 194,096
Mortgages | 1,602 |  | 444 |  | 7,060 |  | 9,106 |  | 1,368,270 |  | 1,377,376
Subtotal residential real estate | 2,296 |  | 516 |  | 8,893 |  | 11,705 |  | 1,559,767 |  | 1,571,472 |
Consumer and other |  |  |  |  |  |
Indirect | 5 |  | 11 |  | 6 |  | 22 |  | 439 |  | 461
Consumer and other | 350 |  | 169 |  | 326 |  | 845 |  | 101,746 |  | 102,591
Subtotal consumer and other | 355 |  | 180 |  | 332 |  | 867 |  | 102,185 |  | 103,052 |
Leases | 0 |  | 0 |  | 0 |  | 0 |  | 13,429 |  | 13,429 |
Total loans and leases | 4,402 |  | 884 |  | 52,930 |  | 58,216 |  | 5,708,466 |  | 5,766,682 |
Less: unearned income and deferred costs and fees | 0 |  | 0 |  | 0 |  | 0 |  | (4,818) |  | (4,818) |
Total loans and leases, net of unearned income and deferred costs and fees | $ | 4,402 |  | $ | 884 |  | $ | 52,930 |  | $ | 58,216 |  | $ | 5,703,648 |  | $ | 5,761,864 |

15

December 31, 2023
(In thousands) | 30-59 Days | 60-89 Days | 90 Days or More | Total Past Due | Current Loans | Total Loans
Loans and Leases |  |  |  |  |  |
Commercial and industrial |  |  |  |  |  |
Agriculture | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 101,211 |  | $ | 101,211 |
Commercial and industrial other | 389 |  | 887 |  | 2,124 |  | 3,400 |  | 718,490 |  | 721,890 |
PPP loans | 0 |  | 0 |  | 0 |  | 0 |  | 404 |  | 404 |
Subtotal commercial and industrial | 389 |  | 887 |  | 2,124 |  | 3,400 |  | 820,105 |  | 823,505 |
Commercial real estate |  |  |  |  |  |
Construction | 0 |  | 0 |  | 0 |  | 0 |  | 303,406 |  | 303,406 |
Agriculture | 61 |  | 0 |  | 0 |  | 61 |  | 221,609 |  | 221,670 |
Commercial real estate other | 290 |  | 0 |  | 25,056 |  | 25,346 |  | 2,562,245 |  | 2,587,591 |
Subtotal commercial real estate | 351 |  | 0 |  | 25,056 |  | 25,407 |  | 3,087,260 |  | 3,112,667 |
Residential real estate |  |  |  |  |  |
Home equity | 466 |  | 211 |  | 1,968 |  | 2,645 |  | 185,671 |  | 188,316 |
Mortgages | 1,353 |  | 111 |  | 6,916 |  | 8,380 |  | 1,364,895 |  | 1,373,275 |
Subtotal residential real estate | 1,819 |  | 322 |  | 8,884 |  | 11,025 |  | 1,550,566 |  | 1,561,591 |
Consumer and other |  |  |  |  |  |
Indirect | 7 |  | 11 |  | 11 |  | 29 |  | 812 |  | 841 |
Consumer and other | 302 |  | 122 |  | 270 |  | 694 |  | 96,248 |  | 96,942 |
Subtotal consumer and other | 309 |  | 133 |  | 281 |  | 723 |  | 97,060 |  | 97,783 |
Leases | 0 |  | 0 |  | 0 |  | 0 |  | 15,383 |  | 15,383 |
Total loans and leases | 2,868 |  | 1,342 |  | 36,345 |  | 40,555 |  | 5,570,374 |  | 5,610,929 |
Less: unearned income and deferred costs and fees | 0 |  | 0 |  | 0 |  | 0 |  | (4,994) |  | (4,994) |
Total loans and leases, net of unearned income and deferred costs and fees | $ | 2,868 |  | $ | 1,342 |  | $ | 36,345 |  | $ | 40,555 |  | $ | 5,565,380 |  | $ | 5,605,935 |

16

The following tables present the amortized cost basis of loans on nonaccrual status and the amortized cost basis of loans on nonaccrual status for which there was no related allowance for credit losses. The below tables are an age analysis of nonaccrual loans segregated by class of loans, as of June 30, 2024 and December 31, 2023:

June 30, 2024
(In thousands) | Nonaccrual Loans and Leases with no ACL | Nonaccrual Loans and Leases | Loans and Leases Past Due Over 89 Days and Accruing
Loans and Leases |  |  |
Commercial and industrial |  |  |
Commercial and industrial other | $ | 44 |  | $ | 2,921 |  | $ | 0 |
Subtotal commercial and industrial | 44 |  | 2,921 |  | 0 |
Commercial real estate |  |  |
Agriculture | 0 |  | 137 |  | 0 |
Commercial real estate other | 40,406 |  | 43,967 |  | 0 |
Subtotal commercial real estate | 40,406 |  | 44,104 |  | 0 |
Residential real estate |  |  |
Home equity | 0 |  | 3,470 |  | 0 |
Mortgages | 0 |  | 11,541 |  | 0 |
Subtotal residential real estate | 0 |  | 15,011 |  | 0 |
Consumer and other |  |  |
Indirect | 0 |  | 22 |  | 0 |
Consumer and other | 0 |  | 195 |  | 215 |
Subtotal consumer and other | 0 |  | 217 |  | 215 |
Total loans and leases | $ | 40,450 |  | $ | 62,253 |  | $ | 215 |

December 31, 2023 |  |  |
(In thousands) | Nonaccrual Loans and Leases with no ACL | Nonaccrual Loans and Leases | Loans and Leases Past Due Over 89 Days and Accruing
Loans and Leases |  |  |
Commercial and industrial |  |  |
Commercial and industrial other | $ | 0 |  | $ | 2,253 |  | $ | 0 |
Subtotal commercial and industrial | 0 |  | 2,273 |  | 0 |
Commercial real estate |  |  |
Agriculture | 0 |  | 170 |  | 0 |
Commercial real estate other | 42,038 |  | 44,280 |  | 0 |
Subtotal commercial real estate | 42,038 |  | 44,450 |  | 0 |
Residential real estate |  |  |
Home equity | 0 |  | 3,230 |  | 0 |
Mortgages | 0 |  | 11,942 |  | 0 |
Subtotal residential real estate | 0 |  | 15,172 |  | 0 |
Consumer and other |  |  |
Indirect | 0 |  | 40 |  | 0 |
Consumer and other | 0 |  | 230 |  | 101 |
Subtotal consumer and other | 0 |  | 270 |  | 101 |
Total loans and leases | $ | 42,038 |  | $ | 62,165 |  | $ | 101 |

17

The Company recognized $0 of interest income on nonaccrual loans during the three and six months ended June 30, 2024 and 2023.
5. Allowance for Credit Losses
Management reviews the appropriateness of the ACL on a regular basis. Management considers the accounting policy relating to the allowance to be a critical accounting policy, given the inherent uncertainty in evaluating the levels of the allowance required to cover credit losses in the portfolio and the material effect that assumptions could have on the Company’s results of operations. The Company has developed a methodology to measure the amount of estimated credit loss exposure inherent in the loan portfolio to assure that an appropriate allowance is maintained. The Company’s methodology is based upon guidance provided in SEC Staff Accounting Bulletin No. 119, Measurement of Credit Losses on Financial Instruments ("CECL"), and Financial Instruments - Credit Losses and ASC Topic 326, Financial Instruments - Credit Losses.
The Company uses a Discounted Cash Flow ("DCF") method to estimate expected credit losses for all loan segments excluding the leasing segment. For each of these loan segments, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, recovery lag, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on internal historical data.
The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers. For all loans utilizing the DCF method, management utilizes forecasts of national unemployment and a one year percentage change in national gross domestic product as loss drivers in the model.
For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over eight quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts, and scenario weightings, are also considered by management when developing the forecast metrics.
Due to the size and characteristics of the leasing portfolio, the Company uses the remaining life method, using the historical loss rate of the commercial and industrial segment, to determine the allowance for credit losses.
The combination of adjustments for credit expectations and timing expectations produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce a net present value of expected cash flows ("NPV"). An ACL is established for the difference between the NPV and amortized cost basis.
Since the methodology is based upon historical experience and trends, current conditions, and reasonable and supportable forecasts, as well as management’s judgment, factors may arise that result in different estimates. While management’s evaluation of the allowance as of June 30, 2024 considers the allowance to be appropriate, under certain conditions or assumptions, the Company would need to increase or decrease the allowance. In addition, various federal and State regulatory agencies, as part of their examination process, review the Company's allowance and may require the Company to recognize additions to the allowance based on their judgements and information available to them at the time of their examinations.
Loan Commitments and Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
Financial instruments include off-balance sheet credit instruments, such as commitments to make loans, and commercial letters of credit. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded. The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancellable, through a charge to credit loss expense for off-balance sheet credit exposures included in provision expense in the Company's consolidated statements of income.
18

The following tables detail activity in the allowance for credit losses on loans for the three and six months ended June 30, 2024 and 2023. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

Three Months Ended June 30, 2024 |  |  |  |
(In thousands) | Commercial & Industrial | Commercial Real Estate | Residential Real Estate | Consumer and Other | Finance Leases | Total
Allowance for credit losses:
Beginning balance | $ | 7,586 |  | $ | 31,467 |  | $ | 11,181 |  | $ | 1,396 |  | $ | 74 |  | $ | 51,704 |
Charge-offs | (30) |  | 0 |  | 0 |  | (626) |  | 0 |  | (656) |
Recoveries | 11 |  | 1 |  | 5 |  | 130 |  | 0 |  | 147 |
Provision (credit) for credit loss expense | (155) |  | 1,091 |  | 383 |  | 551 |  | (6) |  | 1,864 |
Ending Balance | $ | 7,412 |  | $ | 32,559 |  | $ | 11,569 |  | $ | 1,451 |  | $ | 68 |  | $ | 53,059 |

Three Months Ended June 30, 2023 |  |  |  |
(In thousands) | Commercial & Industrial | Commercial Real Estate | Residential Real Estate | Consumer and Other | Finance Leases | Total
Allowance for credit losses: |  |  |  |  |
Beginning balance | $ | 6,316 |  | $ | 27,186 |  | $ | 10,858 |  | $ | 1,628 |  | $ | 111 |  | $ | 46,099 |
Charge-offs | 0 |  | 0 |  | 0 |  | (169) |  | 0 |  | (169) |
Recoveries | 13 |  | (9) |  | 114 |  | 78 |  | 0 |  | 196 |
Provision (credit) for credit loss expense | 356 |  | 1,791 |  | 139 |  | 143 |  | (10) |  | 2,419 |
Ending Balance | $ | 6,685 |  | $ | 28,968 |  | $ | 11,111 |  | $ | 1,680 |  | $ | 101 |  | $ | 48,545 |

Six Months Ended June 30, 2024 |  |  |  |
(In thousands) | Commercial & Industrial | Commercial Real Estate | Residential Real Estate | Consumer and Other | Finance Leases | Total
Allowance for credit losses: |  |  |  |  |
Beginning balance | $ | 6,667 |  | $ | 31,581 |  | $ | 11,700 |  | $ | 1,557 |  | $ | 79 |  | $ | 51,584 |
Charge-offs | (30) |  | 0 |  | 0 |  | (1,071) |  | 0 |  | (1,101) |
Recoveries | 18 |  | 3 |  | 125 |  | 218 |  | 0 |  | 364 |
Provision (credit) for credit loss expense | 757 |  | 975 |  | (256) |  | 747 |  | (11) |  | 2,212 |
Ending Balance | $ | 7,412 |  | $ | 32,559 |  | $ | 11,569 |  | $ | 1,451 |  | $ | 68 |  | $ | 53,059 |

Six Months Ended June 30, 2023 |  |  |  |
(In thousands) | Commercial & Industrial | Commercial Real Estate | Residential Real Estate | Consumer and Other | Finance Leases | Total
Allowance for credit losses: |  |  |  |  |
Beginning balance | $ | 6,039 |  | $ | 27,287 |  | $ | 11,154 |  | $ | 1,358 |  | $ | 96 |  | $ | 45,934 |
Impact of adopting ASU 2016-13 | 2 |  | 16 |  | 46 |  | 0 |  | 0 |  | 64 |
Charge-offs | 0 |  | 0 |  | (2) |  | (275) |  | 0 |  | (277) |
Recoveries | 59 |  | 1,237 |  | 178 |  | 111 |  | 0 |  | 1,585 |
Provision for credit loss expense | 585 |  | 428 |  | (265) |  | 486 |  | 5 |  | 1,239 |
Ending Balance | $ | 6,685 |  | $ | 28,968 |  | $ | 11,111 |  | $ | 1,680 |  | $ | 101 |  | $ | 48,545 |

19

The following tables detail activity in the liabilities for off-balance sheet credit exposures for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30,
(In thousands) | 2024 | 2023
Liabilities for off-balance sheet credit exposures at beginning of period | $ | 2,776 |  | $ | 3,151 |
(Credit) provision for credit loss expense related to off-balance sheet credit exposures | 308 |  | (166) |
Liabilities for off-balance sheet credit exposures at end of period | $ | 3,084 |  | $ | 2,985 |

Six Months Ended June 30, |  |
(In thousands) | 2024 | 2023
Liabilities for off-balance sheet credit exposures at beginning of period | $ | 2,270 |  | $ | 2,796 |
Provision for credit loss expense related to off-balance sheet credit exposures | 814 |  | 189 |
Liabilities for off-balance sheet credit exposures at end of period | $ | 3,084 |  | $ | 2,985 |

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

(In thousands) | Real Estate | Business Assets | Other | Total | ACL Allocation
June 30, 2024 |  |  |  |  |
Commercial and Industrial | $ | 337 |  | $ | 0 |  | $ | 0 |  | $ | 337 |  | $ | 243 |
Commercial Real Estate | 42,594 |  | 0 |  | 0 |  | 42,594 |  | 1,391 |
Total Loans and Leases | $ | 42,931 |  | $ | 0 |  | $ | 0 |  | $ | 42,931 |  | $ | 1,634 |

(In thousands) | Real Estate | Business Assets | Other | Total | ACL Allocation
December 31, 2023 |  |  |  |  |
Commercial and Industrial | $ | 2,035 |  | $ | 0 |  | $ | 0 |  | $ | 2,035 |  | $ | 0 |
Commercial Real Estate | 42,333 |  | 0 |  | 0 |  | 42,333 |  | 1,082 |
Total Loans and Leases | $ | 44,368 |  | $ | 0 |  | $ | 0 |  | $ | 44,368 |  | $ | 1,082 |

Loan Modifications to Borrowers Experiencing Financial Difficulty
The Company adopted ASU 2022-02 Financial Instruments - Credit Losses (Topic 326) effective January 1, 2023. This standard eliminated the previous trouble debt restructuring accounting model and replaced it with guidance and disclosure requirements for identifying modifications to loans to borrowers experiencing financial difficulty. Modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal or interest forgiveness, forbearances, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral.
20

The following table shows the amortized cost basis at June 30, 2024 of the loans modified to borrowers experiencing financial difficulty during the six months ended June 30, 2024, disaggregated by class of financing receivable and type of concession granted:

(In thousands) | Term Extension | Interest Rate Reduction | Payment Delay and Term Extension | Term Extension and Interest Rate Reduction | Payment Delay | Total | % of Total Class of Loans and Leases
Commercial and Industrial |  |  |  |  |  |  |
Commercial and Industrial Other | $ | 15 |  | $ | 497 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 512 |  | 0.07 | %
Total Commercial and Industrial | 15 |  | 497 |  | 0 |  | 0 |  | 0 |  | 512 |  | 0.06 | %
Commercial Real Estate |  |  |  |  |  |  |
Commercial Real Estate Other | 0 |  | 3,054 |  | 0 |  | 0 |  | 0 |  | 3,054 |  | 0.11 | %
Total Commercial Real Estate | 0 |  | 3,054 |  | 0 |  | 0 |  | 0 |  | 3,054 |  | 0.10 | %
Residential |  |  |  |  |  |  |
Mortgages | 0 |  | 0 |  | 0 |  | 0 |  | 490 |  | 490 |  | 0.04 | %
Total Residential | 0 |  | 0 |  | 0 |  | 0 |  | 490 |  | 490 |  | 0.03 | %
Consumer |  |  |  |  |  |  |
Consumer and Other | 22 |  | 0 |  | 0 |  | 0 |  | 0 |  | 22 |  | 0.02 | %
Total Consumer | 22 |  | 0 |  | 0 |  | 0 |  | 0 |  | 22 |  | 0.02 | %
Total Loans and Leases | $ | 37 |  | $ | 3,551 |  | $ | 0 |  | $ | 0 |  | $ | 490 |  | $ | 4,078 |  | 0.07 | %

There were no loan modifications made to borrowers experiencing financial difficulty that defaulted during the three and six months ended June 30, 2024.
The following table shows the aging analysis of loan modifications made to borrowers experiencing financial difficulty as of June 30, 2024:

June 30, 2024 | Payment Status (Amortized Cost Basis)
(In thousands) | Current | 30-59 Days Past Due | 60-89 Days Past Due | 90+ Days Past Due | Non-Accrual | Total
Commercial and Industrial |  |  |  |  |  |
Commercial and industrial other | $ | 497 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 15 |  | $ | 512 |
Total Commercial and Industrial | 497 |  | 0 |  | 0 |  | 0 |  | 15 |  | 512 |
Commercial Real Estate |  |  |  |  |  |
Commercial real estate other | 3,054 |  | 0 |  | 0 |  | 0 |  | 0 |  | 3,054 |
Total Commercial Real Estate | 3,054 |  | 0 |  | 0 |  | 0 |  | 0 |  | 3,054 |
Residential Real Estate |  |  |  |  |  |
Mortgages | 156 |  | 0 |  | 0 |  | 0 |  | 334 |  | 490 |
Total Residential Real Estate | 156 |  | 0 |  | 0 |  | 0 |  | 334 |  | 490 |
Consumer and Other |  |  |  |  |  |
Consumer and other | 0 |  | 0 |  | 0 |  | 0 |  | 22 |  | 22 |
Total Consumer and Other | 0 |  | 0 |  | 0 |  | 0 |  | 22 |  | 22 |
Total | $ | 3,707 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 371 |  | $ | 4,078 |

21

The following tables present credit quality indicators by total loans on an amortized cost basis by origination year as of June 30, 2024 and December 31, 2023:

June 30, 2024 |  |  |  |  |  |  |  |
(In thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving Loans Amortized Cost Basis | Revolving Loans Converted to Term | Total Loans
Commercial and Industrial - Other: |  |  |  |  |  |
Pass | $ | 80,048 |  | $ | 127,286 |  | $ | 93,453 |  | $ | 60,832 |  | $ | 23,139 |  | $ | 161,290 |  | $ | 215,166 |  | $ | 6,842 |  | $ | 768,056 |
Special Mention | 993 |  | 801 |  | 171 |  | 766 |  | 170 |  | 323 |  | 20 |  | 0 |  | 3,244 |
Substandard | 450 |  | 0 |  | 0 |  | 60 |  | 159 |  | 896 |  | 902 |  | 0 |  | 2,467 |
Total Commercial and Industrial - Other | $ | 81,491 |  | $ | 128,087 |  | $ | 93,624 |  | $ | 61,658 |  | $ | 23,468 |  | $ | 162,509 |  | $ | 216,088 |  | $ | 6,842 |  | $ | 773,767 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 30 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 30 |
Commercial and Industrial - PPP: |  |  |  |  |  |
Pass | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 201 |  | $ | 53 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 254 |
Special Mention | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0
Substandard | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0
Total Commercial and Industrial - PPP | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 201 |  | $ | 53 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 254 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |
Commercial and Industrial - Agriculture: |  |  |  |  |  |
Pass | $ | 6,835 |  | $ | 27,390 |  | $ | 10,935 |  | $ | 2,545 |  | $ | 2,136 |  | $ | 7,098 |  | $ | 34,149 |  | $ | 1,787 |  | $ | 92,875 |
Special Mention | 0 |  | 0 |  | 0 |  | 41 |  | 0 |  | 0 |  | 0 |  | 0 |  | 41 |
Substandard | 0 |  | 0 |  | 0 |  | 0 |  | 49 |  | 0 |  | 0 |  | 0 |  | 49 |
Total Commercial and Industrial - Agriculture | $ | 6,835 |  | $ | 27,390 |  | $ | 10,935 |  | $ | 2,586 |  | $ | 2,185 |  | $ | 7,098 |  | $ | 34,149 |  | $ | 1,787 |  | $ | 92,965 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |
Commercial Real Estate |  |  |  |  |  |
Pass | $ | 149,918 |  | $ | 251,108 |  | $ | 333,784 |  | $ | 365,517 |  | $ | 285,878 |  | $ | 1,142,016 |  | $ | 18,752 |  | $ | 12,895 |  | $ | 2,559,868 |
Special Mention | 0 |  | 992 |  | 720 |  | 0 |  | 16,891 |  | 20,931 |  | 0 |  | 0 |  | 39,534 |
Substandard | 0 |  | 0 |  | 15,017 |  | 2,126 |  | 0 |  | 46,539 |  | 1,130 |  | 0 |  | 64,812 |
Total Commercial Real Estate | $ | 149,918 |  | $ | 252,100 |  | $ | 349,521 |  | $ | 367,643 |  | $ | 302,769 |  | $ | 1,209,486 |  | $ | 19,882 |  | $ | 12,895 |  | $ | 2,664,214 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |
Commercial Real Estate - Agriculture: |  |  |  |  |  |
Pass | $ | 5,578 |  | $ | 12,843 |  | $ | 38,280 |  | $ | 22,226 |  | $ | 20,484 |  | $ | 105,468 |  | $ | 3,067 |  | $ | 697 |  | $ | 208,643 |
Special Mention | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 1,344 |  | 0 |  | 0 |  | 1,344 |
Substandard | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 181 |  | 0 |  | 0 |  | 181 |
Total Commercial Real Estate - Agriculture | $ | 5,578 |  | $ | 12,843 |  | $ | 38,280 |  | $ | 22,226 |  | $ | 20,484 |  | $ | 106,993 |  | $ | 3,067 |  | $ | 697 |  | $ | 210,168 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |

22

(In thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving Loans Amortized Cost Basis | Revolving Loans Converted to Term | Total Loans
Commercial Real Estate - Construction |  |  |  |  |  |
Pass | $ | 536 |  | $ | 0 |  | $ | 688 |  | $ | 8,774 |  | $ | 2,034 |  | $ | 299 |  | $ | 314,428 |  | $ | 6,053 |  | $ | 332,812 |
Special Mention | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 4,549 |  | 0 |  | 4,549 |
Substandard | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |
Total Commercial Real Estate - Construction | $ | 536 |  | $ | 0 |  | $ | 688 |  | $ | 8,774 |  | $ | 2,034 |  | $ | 299 |  | $ | 318,977 |  | $ | 6,053 |  | $ | 337,361 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |
Residential - Home Equity |  |  |  |  |  |  |
Performing | $ | 12,141 |  | $ | 2,455 |  | $ | 2,310 |  | $ | 989 |  | $ | 550 |  | $ | 13,454 |  | $ | 157,852 |  | $ | 875 |  | $ | 190,626 |
Nonperforming | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 774 |  | 2,696 |  | 0 |  | 3,470 |
Total Residential - Home Equity | $ | 12,141 |  | $ | 2,455 |  | $ | 2,310 |  | $ | 989 |  | $ | 550 |  | $ | 14,228 |  | $ | 160,548 |  | $ | 875 |  | $ | 194,096 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |
Residential - Mortgages |  |  |  |  |  |  |
Performing | $ | 55,120 |  | $ | 136,213 |  | $ | 179,776 |  | $ | 247,638 |  | $ | 212,882 |  | $ | 534,206 |  | $ | 0 |  | $ | 0 |  | $ | 1,365,835 |
Nonperforming | 0 |  | 137 |  | 390 |  | 421 |  | 1,098 |  | 9,495 |  | 0 |  | 0 |  | 11,541 |
Total Residential - Mortgages | $ | 55,120 |  | $ | 136,350 |  | $ | 180,166 |  | $ | 248,059 |  | $ | 213,980 |  | $ | 543,701 |  | $ | 0 |  | $ | 0 |  | $ | 1,377,376 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |
Consumer - Direct |  |  |  |  |  |  |
Performing | $ | 40,561 |  | $ | 20,522 |  | $ | 11,577 |  | $ | 10,053 |  | $ | 4,540 |  | $ | 12,574 |  | $ | 2,569 |  | $ | 0 |  | $ | 102,396 |
Nonperforming | 2 |  | 0 |  | 3 |  | 0 |  | 1 |  | 165 |  | 24 |  | 0 |  | 195 |
Total Consumer - Direct | $ | 40,563 |  | $ | 20,522 |  | $ | 11,580 |  | $ | 10,053 |  | $ | 4,541 |  | $ | 12,739 |  | $ | 2,593 |  | $ | 0 |  | $ | 102,591 |
Current-period gross writeoffs | $ | 943 |  | $ | 13 |  | $ | 2 |  | $ | 32 |  | $ | 4 |  | $ | 74 |  | $ | 0 |  | $ | 0 |  | $ | 1,068 |
Consumer - Indirect |  |  |  |  |  |  |
Performing | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 73 |  | $ | 41 |  | $ | 325 |  | $ | 0 |  | $ | 0 |  | $ | 439 |
Nonperforming | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 22 |  | 0 |  | 0 |  | 22 |
Total Consumer - Indirect | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 73 |  | $ | 41 |  | $ | 347 |  | $ | 0 |  | $ | 0 |  | $ | 461 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 3 |  | $ | 0 |  | $ | 0 |  | $ | 3 |

23

December 31, 2023 |  |  |  |  |  |  |  |  |
(In thousands) | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Revolving Loans Amortized Cost Basis | Revolving Loans Converted to Term | Total Loans
Commercial and Industrial - Other: |  |  |  |  |  |  |
Pass | $ | 130,993 |  | $ | 92,335 |  | $ | 68,030 |  | $ | 28,237 |  | $ | 33,618 |  | $ | 141,758 |  | $ | 212,349 |  | $ | 5,063 |  | $ | 712,383 |
Special Mention | 915 |  | 196 |  | 222 |  | 242 |  | 79 |  | 1,287 |  | 682 |  | 0 |  | 3,623 |
Substandard | 0 |  | 46 |  | 78 |  | 329 |  | 18 |  | 2,833 |  | 2,580 |  | 0 |  | 5,884 |
Total Commercial and Industrial - Other | $ | 131,908 |  | $ | 92,577 |  | $ | 68,330 |  | $ | 28,808 |  | $ | 33,715 |  | $ | 145,878 |  | $ | 215,611 |  | $ | 5,063 |  | $ | 721,890 |
Current-period gross writeoffs | $ | 6 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 29 |  | $ | 0 |  | $ | 0 |  | $ | 35 |
Commercial and Industrial - Agriculture: |  |  |  |  |  |
Pass | $ | 24,924 |  | $ | 11,935 |  | $ | 3,341 |  | $ | 3,114 |  | $ | 3,268 |  | $ | 16,759 |  | $ | 36,728 |  | $ | 1,030 |  | $ | 101,099 |
Special Mention | 0 |  | 0 |  | 47 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 47 |
Substandard | 0 |  | 0 |  | 0 |  | 56 |  | 0 |  | 8 |  | 1 |  | 0 |  | 65 |
Total Commercial and Industrial - Agriculture | $ | 24,924 |  | $ | 11,935 |  | $ | 3,388 |  | $ | 3,170 |  | $ | 3,268 |  | $ | 16,767 |  | $ | 36,729 |  | $ | 1,030 |  | $ | 101,211 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |
Commercial and Industrial - PPP: |  |  |  |  |  |  |
Pass | $ | 0 |  | $ | 0 |  | $ | 264 |  | $ | 140 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 404 |
Special Mention | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |
Substandard | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |
Total Commercial and Industrial - PPP | $ | 0 |  | $ | 0 |  | $ | 264 |  | $ | 140 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 404 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |
Commercial Real Estate |  |  |  |  |  |  |  |
Pass | $ | 246,016 |  | $ | 317,583 |  | $ | 365,975 |  | $ | 292,960 |  | $ | 272,722 |  | $ | 921,201 |  | $ | 34,346 |  | $ | 24,949 |  | $ | 2,475,752 |
Special Mention | 0 |  | 632 |  | 0 |  | 17,133 |  | 11,422 |  | 16,100 |  | 0 |  | 0 |  | 45,287 |
Substandard | 0 |  | 15,300 |  | 2,128 |  | 0 |  | 2,059 |  | 45,709 |  | 1,356 |  | 0 |  | 66,552 |
Total Commercial Real Estate | $ | 246,016 |  | $ | 333,515 |  | $ | 368,103 |  | $ | 310,093 |  | $ | 286,203 |  | $ | 983,010 |  | $ | 35,702 |  | $ | 24,949 |  | $ | 2,587,591 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |
Commercial Real Estate - Agriculture: |  |  |  |  |  |  |
Pass | $ | 14,668 |  | $ | 37,256 |  | $ | 22,813 |  | $ | 21,001 |  | $ | 23,794 |  | $ | 93,890 |  | $ | 257 |  | $ | 6,364 |  | $ | 220,043 |
Special Mention | 0 |  | 0 |  | 0 |  | 0 |  | 378 |  | 1,033 |  | 0 |  | 0 |  | 1,411 |
Substandard | 0 |  | 0 |  | 0 |  | 0 |  | 170 |  | 46 |  | 0 |  | 0 |  | 216 |
Total Commercial Real Estate - Agriculture | $ | 14,668 |  | $ | 37,256 |  | $ | 22,813 |  | $ | 21,001 |  | $ | 24,342 |  | $ | 94,969 |  | $ | 257 |  | $ | 6,364 |  | $ | 221,670 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |

24

(In thousands) | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Revolving Loans Amortized Cost Basis | Revolving Loans Converted to Term | Total Loans
Commercial Real Estate - Construction |  |  |  |  |  |  |
Pass | $ | 9,265 |  | $ | 2,793 |  | $ | 8,068 |  | $ | 2,501 |  | $ | 357 |  | $ | 596 |  | $ | 274,224 |  | $ | 5,602 |  | $ | 303,406 |
Special Mention | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |
Substandard | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |
Total Commercial Real Estate - Construction | $ | 9,265 |  | $ | 2,793 |  | $ | 8,068 |  | $ | 2,501 |  | $ | 357 |  | $ | 596 |  | $ | 274,224 |  | $ | 5,602 |  | $ | 303,406 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |
Residential - Home Equity |  |  |  |  |  |
Performing | $ | 2,378 |  | $ | 2,237 |  | $ | 890 |  | $ | 529 |  | $ | 832 |  | $ | 8,178 |  | $ | 164,205 |  | $ | 5,837 |  | $ | 185,086 |
Nonperforming | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 337 |  | 2,893 |  | 0 |  | 3,230 |
Total Residential - Home Equity | $ | 2,378 |  | $ | 2,237 |  | $ | 890 |  | $ | 529 |  | $ | 832 |  | $ | 8,515 |  | $ | 167,098 |  | $ | 5,837 |  | $ | 188,316 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 20 |  | $ | 0 |  | $ | 0 |  | $ | 20 |
Residential - Mortgages |  |  |  |  |  |  |
Performing | $ | 131,004 |  | $ | 186,401 |  | $ | 256,127 |  | $ | 221,945 |  | $ | 109,594 |  | $ | 456,167 |  | $ | 0 |  | $ | 0 |  | $ | 1,361,238 |
Nonperforming | 0 |  | 393 |  | 329 |  | 986 |  | 883 |  | 9,446 |  | 0 |  | 0 |  | 12,037 |
Total Residential - Mortgages | $ | 131,004 |  | $ | 186,794 |  | $ | 256,456 |  | $ | 222,931 |  | $ | 110,477 |  | $ | 465,613 |  | $ | 0 |  | $ | 0 |  | $ | 1,373,275 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |
Consumer - Direct |  |  |  |  |  |  |  |
Performing | $ | 50,295 |  | $ | 13,327 |  | $ | 11,316 |  | $ | 5,157 |  | $ | 4,037 |  | $ | 9,857 |  | $ | 2,723 |  | $ | 0 |  | $ | 96,712 |
Nonperforming | 2 |  | 0 |  | 0 |  | 0 |  | 70 |  | 157 |  | 1 |  | 0 |  | 230 |
Total Consumer - Direct | $ | 50,297 |  | $ | 13,327 |  | $ | 11,316 |  | $ | 5,157 |  | $ | 4,107 |  | $ | 10,014 |  | $ | 2,724 |  | $ | 0 |  | $ | 96,942 |
Current-period gross writeoffs | $ | 801 |  | $ | 29 |  | $ | 16 |  | $ | 21 |  | $ | 83 |  | $ | 28 |  | $ | 0 |  | $ | 0 |  | $ | 978 |
Consumer - Indirect |  |  |  |  |  |  |
Performing | $ | 0 |  | $ | 0 |  | $ | 97 |  | $ | 68 |  | $ | 402 |  | $ | 234 |  | $ | 0 |  | $ | 0 |  | $ | 801 |
Nonperforming | 0 |  | 0 |  | 0 |  | 0 |  | 30 |  | 10 |  | 0 |  | 0 |  | 40 |
Total Consumer - Indirect | $ | 0 |  | $ | 0 |  | $ | 97 |  | $ | 68 |  | $ | 432 |  | $ | 244 |  | $ | 0 |  | $ | 0 |  | $ | 841 |
Current-period gross writeoffs | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 0 |  | $ | 53 |  | $ | 14 |  | $ | 0 |  | $ | 0 |  | $ | 67 |

6. Earnings Per Share
Earnings per share in the table below, for the three and six month periods ended June 30, 2024 and 2023 are calculated under the two-class method as required by ASC Topic 260, Earnings Per Share (ASC 260). ASC 260 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Prior to 2019, the Company issued restricted stock awards that contained such rights and are therefore considered participating securities. Since 2019, the Company has issued restricted stock awards that do not have nonforfeitable rights to dividends and are therefore not considered participating securities. Basic earnings per common share are calculated by dividing net income allocable to common stock by the weighted average number of common shares, excluding participating securities, during the period. Diluted earnings per common share include the dilutive effect of participating securities.
25

| Three Months Ended
(In thousands, except share and per share data) | 6/30/2024 | 6/30/2023
Basic |  |
Net income available to common shareholders | $ | 15,682 |  | $ | 8,475 |
Less: income attributable to unvested stock-based compensation awards | 0 |  | (8) |
Net earnings allocated to common shareholders | 15,682 |  | 8,467 |
Weighted average shares outstanding, including unvested stock-based compensation awards | 14,399,291 |  | 14,502,161 |
Less: average unvested stock-based compensation awards | (184,717) |  | (188,028) |
Weighted average shares outstanding - Basic | 14,214,574 |  | 14,314,133 |
Diluted |  |
Net earnings allocated to common shareholders | 15,682 |  | 8,467 |
Weighted average shares outstanding - Basic | 14,214,574 |  | 14,314,133 |
Plus: incremental shares from assumed conversion of stock-based compensation awards | 25,052 |  | 32,654 |
Weighted average shares outstanding - Diluted | 14,239,626 |  | 14,346,787 |
Basic EPS | $ | 1.10 |  | $ | 0.59 |
Diluted EPS | $ | 1.10 |  | $ | 0.59 |

Stock-based compensation awards representing 88,913 and 60,891 of common shares during the three months ended June 30, 2024 and 2023, respectively, were not included in the computations of diluted earnings per common share because the effect on those periods would have been anti-dilutive.

| Six Months Ended
(In thousands, except share and per share data) | 6/30/2024 | 6/30/2023
Basic |  |
Net income available to common shareholders | $ | 32,554 |  | $ | 27,856 |
Less: income attributable to unvested stock-based compensation awards | 0 |  | (26) |
Net earnings allocated to common shareholders | 32,554 |  | 27,830 |
Weighted average shares outstanding, including unvested stock-based compensation awards | 14,402,519 |  | 14,511,078 |
Less: unvested stock-based compensation awards | (189,277) |  | (190,763) |
Weighted average shares outstanding - Basic | 14,213,242 |  | 14,320,315 |
Diluted |  |
Net earnings allocated to common shareholders | 32,554 |  | 27,830 |
Weighted average shares outstanding - Basic | 14,213,242 |  | 14,320,315 |
Plus: incremental shares from assumed conversion of stock-based compensation awards | 25,750 |  | 47,866 |
Weighted average shares outstanding - Diluted | 14,238,992 |  | 14,368,181 |
Basic EPS | $ | 2.29 |  | $ | 1.94 |
Diluted EPS | $ | 2.29 |  | $ | 1.94 |

Stock-based compensation awards representing approximately 39,266 and 32,036 of common shares during the six months ended June 30, 2024 and 2023, respectively were not included in the computations of diluted earnings per common share because the effect on those periods would have been anti-dilutive.
26

7. Other Comprehensive Income (Loss)
The following tables present reclassifications out of accumulated other comprehensive income (loss) for the three and six month periods ended June 30, 2024 and 2023:

| Three Months Ended June 30, 2024
(In thousands) | Before-Tax Amount | Tax (Expense) Benefit | Net of Tax
Available-for-sale debt securities: |  |  |
Change in net unrealized (loss) gain during the period | $ | (1,391) |  | $ | 340 |  | $ | (1,051) |
Reclassification adjustment for net realized loss on sale of available-for-sale debt securities included in net income (loss) | 0 |  | 0 |  | 0 |
Net unrealized losses | (1,391) |  | 340 |  | (1,051) |
Employee benefit plans: |  |  |
Amortization of net retirement plan actuarial gain (loss) | 215 |  | (53) |  | 162 |
Amortization of net retirement plan prior service cost | 47 |  | (12) |  | 35 |
Employee benefit plans | 262 |  | (65) |  | 197 |
Other comprehensive loss | $ | (1,129) |  | $ | 275 |  | $ | (854) |

| Three Months Ended June 30, 2023
(In thousands) | Before-Tax Amount | Tax (Expense) Benefit | Net of Tax
Available-for-sale debt securities: |  |  |
Change in net unrealized gain (loss) during the period | $ | (17,531) |  | $ | 4,294 |  | $ | (13,237) |
Reclassification adjustment for net realized loss on sale of available-for-sale debt securities included in net income | 7,052 |  | (1,727) |  | 5,325 |
Net unrealized losses | (10,479) |  | 2,567 |  | (7,912) |
Employee benefit plans: |  |  |
Amortization of net retirement plan actuarial gain (loss) | 261 |  | (64) |  | 197 |
Amortization of net retirement plan prior service cost | 54 |  | (13) |  | 41 |
Employee benefit plans | 315 |  | (77) |  | 238 |
Other comprehensive loss | $ | (10,164) |  | $ | 2,490 |  | $ | (7,674) |

| Six Months Ended June 30, 2024
(In thousands) | Before-Tax Amount | Tax (Expense) Benefit | Net of Tax
Available-for-sale debt securities: |  |  |
Change in net unrealized gain (loss) during the period | $ | (14,675) |  | $ | 3,596 |  | $ | (11,079) |
Reclassification adjustment for net realized loss on sale of available-for-sale debt securities included in net income | 0 |  | 0 |  | 0 |
Net unrealized losses | (14,675) |  | 3,596 |  | (11,079) |
Employee benefit plans: |  |  |
Amortization of net retirement plan actuarial loss | 457 |  | (112) |  | 345 |
Amortization of net retirement plan prior service cost | 92 |  | (23) |  | 69 |
Employee benefit plans | 549 |  | (135) |  | 414 |
Other comprehensive loss | $ | (14,126) |  | $ | 3,461 |  | $ | (10,665) |

27

| Six Months Ended June 30, 2023
(In thousands) | Before-Tax Amount | Tax (Expense) Benefit | Net of Tax
Available-for-sale debt securities: |  |  |
Change in net unrealized gain (loss) during the period | $ | 9,724 |  | $ | (2,383) |  | $ | 7,341 |
Reclassification adjustment for net realized loss on sale of available-for-sale debt securities included in net income | 7,052 |  | (1,727) |  | 5,325 |
Net unrealized gains | 16,776 |  | (4,110) |  | 12,666 |
Employee benefit plans: |  |  |
Amortization of net retirement plan actuarial gain | 558 |  | (137) |  | 421 |
Amortization of net retirement plan prior service cost | 109 |  | (27) |  | 82 |
Employee benefit plans | 667 |  | (164) |  | 503 |
Other comprehensive income | $ | 17,443 |  | $ | (4,274) |  | $ | 13,169 |

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

(In thousands) | Available-for- Sale Debt Securities | Employee Benefit Plans | Accumulated Other Comprehensive (Loss) Income
Balance at April 1, 2024 | $ | (109,563) |  | $ | (25,253) |  | $ | (134,816) |
Other comprehensive loss before reclassifications | (1,051) |  | 0 |  | (1,051) |
Amounts reclassified from accumulated other comprehensive (loss) income | 0 |  | 197 |  | 197 |
Net current-period other comprehensive (loss) income | (1,051) |  | 197 |  | (854) |
Balance at June 30, 2024 | $ | (110,614) |  | $ | (25,056) |  | $ | (135,670) |
Balance at January 1, 2024 | $ | (99,535) |  | $ | (25,470) |  | $ | (125,005) |
Other comprehensive loss before reclassifications | (11,079) |  | 0 |  | (11,079) |
Amounts reclassified from accumulated other comprehensive (loss) income | 0 |  | 414 |  | 414 |
Net current-period other comprehensive (loss) income | (11,079) |  | 414 |  | (10,665) |
Balance at June 30, 2024 | $ | (110,614) |  | $ | (25,056) |  | $ | (135,670) |

(In thousands) | Available-for- Sale Debit Securities | Employee Benefit Plans | Accumulated Other Comprehensive (Loss) Income
Balance at April 1, 2023 | $ | (158,225) |  | $ | (29,621) |  | $ | (187,846) |
Other comprehensive income before reclassifications | (13,237) |  | 0 |  | (13,237) |
Amounts reclassified from accumulated other comprehensive (loss) income | 5,325 |  | 238 |  | 5,563 |
Net current-period other comprehensive (loss) income | (7,912) |  | 238 |  | (7,674) |
Balance at June 30, 2023 | $ | (166,137) |  | $ | (29,383) |  | $ | (195,520) |
Balance at January 1, 2023 | $ | (178,803) |  | $ | (29,886) |  | $ | (208,689) |
Other comprehensive income (loss) before reclassifications | 7,341 |  | 0 |  | 7,341 |
Amounts reclassified from accumulated other comprehensive (loss) income | 5,325 |  | 503 |  | 5,828 |
Net current-period other comprehensive income (loss) | 12,666 |  | 503 |  | 13,169 |
Balance at June 30, 2023 | $ | (166,137) |  | $ | (29,383) |  | $ | (195,520) |

28

The following tables present the amounts reclassified out of each component of accumulated other comprehensive (loss) income for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, 2024 |  |
Details about Accumulated other Comprehensive Income (Loss) Components (In thousands) | Amount Reclassified from Accumulated Other Comprehensive (Loss) Income 1 | Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale debt securities: |  |
Unrealized gains and losses on available-for-sale debt securities | $ | 0 |  | Net loss on securities transactions
| 0 |  | Income tax expense
| 0 |  | Net of tax
Employee benefit plans: |  |
Amortization of the following 2 |  |
Net retirement plan actuarial loss | (215) |  | Other operating expense
Net retirement plan prior service cost | (47) |  | Other operating expense
| (262) |  | Total before tax
| 65 |  | Income tax expense
| $ | (197) |  | Net of tax

Three Months Ended June 30, 2023 |  |
Details about Accumulated other Comprehensive Income (Loss) Components (In thousands) | Amount Reclassified from Accumulated Other Comprehensive (Loss) Income 1 | Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale debt securities: |  |
Unrealized gains and losses on available-for-sale debt securities | $ | (7,052) |  | Net loss on securities transactions
| 1,727 |  | Income tax expense
| (5,325) |  | Net of tax
Employee benefit plans: |  |
Amortization of the following 2 |  |
Net retirement plan actuarial loss | (261) |  | Other operating expense
Net retirement plan prior service cost | (54) |  | Other operating expense
| (315) |  | Total before tax
| 77 |  | Income tax expense
| $ | (238) |  | Net of tax

29

Six Months Ended June 30, 2024 |  |
Details about Accumulated other Comprehensive Income (Loss) Components (In thousands) | Amount Reclassified from Accumulated Other Comprehensive (Loss)1 | Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale debt securities: |  |
Unrealized gains and losses on available-for-sale debt securities | $ | 0 |  | Net loss on securities transactions
| 0 |  | Income tax expense
| 0 |  | Net of tax
Employee benefit plans: |  |
Amortization of the following 2 |  |
Net retirement plan actuarial loss | (457) |  | Other operating expense
Net retirement plan prior service cost | (92) |  | Other operating expense
| (549) |  | Total before tax
| 135 |  | Income tax expense
| $ | (414) |  | Net of tax

Six Months Ended June 30, 2023 |  |
Details about Accumulated other Comprehensive Income (Loss) Components (In thousands) | Amount Reclassified from Accumulated Other Comprehensive (Loss)1 | Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale debt securities: |  |
Unrealized gains and losses on available-for-sale debt securities | $ | (7,052) |  | Net loss on securities transactions
| 1,727 |  | Income tax expense
| (5,325) |  | Net of tax
Employee benefit plans: |  |
Amortization of the following 2 |  |
Net retirement plan actuarial loss | (558) |  | Other operating expense
Net retirement plan prior service cost | (109) |  | Other operating expense
| (667) |  | Total before tax
| 164 |  | Income tax expense
| $ | (503) |  | Net of tax

1 Amounts in parentheses indicated debits in income statement.
2 The accumulated other comprehensive (loss) income components are included in the computation of net periodic benefit cost (See Note 8 - "Employee Benefit Plan").
8. Employee Benefit Plans
The following tables set forth the amount of the net periodic benefit cost recognized by the Company for the Company’s pension plan, post-retirement plan (Life and Health), and supplemental employee retirement plans ("SERP") including the following components: service cost, interest cost, expected return on plan assets for the period, amortization of the unrecognized transitional obligation or transition asset, and the amounts of recognized gains and losses, prior service cost recognized, and gain or loss recognized due to settlement or curtailment.
30

Components of Net Periodic Benefit Cost

| Pension Benefits | Life and Health | SERP Benefits
| Three Months Ended | Three Months Ended | Three Months Ended
(In thousands) | 6/30/2024 | 6/30/2023 | 6/30/2024 | 6/30/2023 | 6/30/2024 | 6/30/2023
Service cost | $ | 0 |  | $ | 0 |  | $ | 6 |  | $ | 1 |  | $ | 17 |  | $ | 7 |
Interest cost | 762 |  | 814 |  | 81 |  | 88 |  | 267 |  | 275 |
Expected return on plan assets | (1,342) |  | (1,195) |  | 0 |  | 0 |  | 0 |  | 0 |
Amortization of net retirement plan actuarial loss | 229 |  | 274 |  | (14) |  | (13) |  | 0 |  | 0 |
Amortization of net retirement plan prior service (credit) cost | 0 |  | 0 |  | (10) |  | (15) |  | 57 |  | 69 |
Net periodic benefit (income) cost | $ | (351) |  | $ | (107) |  | $ | 63 |  | $ | 61 |  | $ | 341 |  | $ | 351 |

| Pension Benefits | Life and Health | SERP Benefits
| Six Months Ended | Six Months Ended | Six Months Ended
(In thousands) | 6/30/2024 | 6/30/2023 | 6/30/2024 | 6/30/2023 | 6/30/2024 | 6/30/2023
Service cost | $ | 0 |  | $ | 0 |  | $ | 13 |  | $ | 16 |  | $ | 29 |  | $ | 21 |
Interest cost | 1,594 |  | 1,637 |  | 171 |  | 177 |  | 565 |  | 574 |
Expected return on plan assets | (2,573) |  | (2,394) |  | 0 |  | 0 |  | 0 |  | 0 |
Amortization of net retirement plan actuarial loss | 488 |  | 578 |  | (31) |  | (20) |  | 0 |  | 0 |
Amortization of net retirement plan prior service cost (credit) | 0 |  | 0 |  | (21) |  | (30) |  | 113 |  | 139 |
Net periodic benefit (income) cost | $ | (491) |  | $ | (179) |  | $ | 132 |  | $ | 143 |  | $ | 707 |  | $ | 734 |

The service component of net periodic benefit cost for the Company's benefit plans is recorded as a part of salaries and wages in the consolidated statements of income. All other components are recorded as part of other operating expenses in the consolidated statements of income.
The Company realized approximately $414,000 and $503,000, net of tax, as amortization of amounts previously recognized in accumulated other comprehensive (loss) income, for the six months ended June 30, 2024 and 2023, respectively.
The Company is not required to contribute to the pension plan, but it may make voluntary contributions. The Company did not contribute to the pension plan in the first six months of 2024 and 2023.
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9. Other Income and Operating Expense
Other income and operating expense totals are presented in the table below. Components of these totals exceeding 1% of the aggregate of total noninterest income and total noninterest expenses for any of the periods presented below are stated separately.

| Three Months Ended | Six Months Ended
(In thousands) | 6/30/2024 | 6/30/2023 | 6/30/2024 | 6/30/2023
Noninterest Income |  |  |  |
Other service charges | $ | 665 |  | $ | 649 |  | $ | 1,321 |  | $ | 1,264 |
Earnings from corporate owned life insurance | 1,227 |  | 554 |  | 1,777 |  | 1,169 |
Net gains on the sale of loans originated for sale | 240 |  | 27 |  | 314 |  | 65 |
Other income | 670 |  | 373 |  | 1,610 |  | 1,046 |
Total other income | $ | 2,802 |  | $ | 1,603 |  | $ | 5,022 |  | $ | 3,544 |
Noninterest Expenses |  |  |  |
Marketing expense | $ | 1,094 |  | $ | 1,688 |  | $ | 2,069 |  | $ | 2,792 |
Professional fees | 1,667 |  | 2,124 |  | 3,367 |  | 3,928 |
Legal fees | 327 |  | 635 |  | 550 |  | 1,054 |
Technology expense | 4,044 |  | 3,656 |  | 8,110 |  | 7,663 |
FDIC insurance | 1,495 |  | 779 |  | 2,904 |  | 1,833 |
Cardholder expense | 1,038 |  | 1,116 |  | 2,098 |  | 2,133 |
Other expenses | 3,684 |  | 4,470 |  | 7,242 |  | 8,534 |
Total other operating expense | $ | 13,349 |  | $ | 14,468 |  | $ | 26,340 |  | $ | 27,937 |

10. Revenue Recognition
As stated in Note 1 - "Summary of Significant Accounting Policies," in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, the Company adopted adopted ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers on January 1, 2022. The update relates to the previous adoption of ASC 606, "Revenue from Contracts with Customers" and all subsequent ASUs that modified ASC 606, and will be applied to future acquisitions. As there were no acquisitions during the current year, the adoption of ASU No. 2021-08 had no effect on the financial statements for the current fiscal year.
Generally, this guidance strives to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity and inconsistency amongst entities in measuring contract assets and liabilities. The update requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if it had originated the contract. Changes in the acquiree’s balance of contract asset and contract liabilities identified as necessary to conform to the acquirer’s accounting policies would result in a reallocation of the purchase price.
ASC 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also not in scope of ASC 606. ASC 606 is applicable to noninterest revenue streams such as trust and asset management income, deposit related fees, interchange fees, merchant income, and annuity and insurance commissions. However, the recognition of these revenue streams did not change significantly upon adoption of ASC 606.
Insurance Commissions and Fees
Insurance commissions and fees from insurance product sales are typically earned upon the effective date of bound coverage, as no significant performance obligation remains after coverage is bound. Commission revenue on policies billed in installments is now accrued based upon the completion of the performance obligation creating a current asset for the unbilled revenue until such time as an invoice is generated, typically not to exceed twelve months. The impact of these changes was not significant, but it will result in slight variances from quarter to quarter. Contingent commissions are estimated based upon management’s expectations for the year with an appropriate constraint applied and accrued relative to the recognition of the corresponding core commissions.
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Trust & Asset Management
Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. Optional services such as real estate sales and tax return preparation services are also available to existing trust and asset management customers. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.
Mutual Fund & Investment Income
The Company also earns transaction fees and commissions related to product sales that represent the Company’s share of transaction fees resulting from investment services and programs provided through an agent relationship with a third-party broker-dealer. Those fees are collected and recognized on a monthly basis. Trailing fees are based upon fair values and are assessed, collected and recognized on a quarterly basis. Tompkins Community Bank acts as an agent in arranging the relationship between the customer and the third-party provider and does not control the services rendered; therefore, investment product sales commissions and fees are reported net of related costs.
Service Charges on Deposit Accounts
Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.
Card Services Income
Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees, merchant services income, and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as MasterCard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. The Company’s performance obligation for fees and exchange are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.
Other
Other service charges include revenue from processing wire and ACH transfers, lock box service and safe deposit box rental. Payment on these revenue streams is received primarily through a direct charge to the customer’s account, immediately or in the following month, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time.
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The following tables present noninterest income, segregated by revenue streams in-scope and out-of-scope of ASC 606, for the three and six months ended June 30, 2024 and 2023:

| Three Months Ended
(In thousands) | 06/30/2024 | 06/30/2023
Noninterest Income |  |
In-scope of Topic 606: |  |
Commissions and Fees | $ | 8,472 |  | $ | 7,979 |
Installment Billing | (59) |  | (42) |
Refund of Commissions | 38 |  | 113 |
Contract Liabilities/Deferred Revenue | (285) |  | (295) |
Contingent Commissions | 921 |  | 917 |
Subtotal Insurance Revenues | 9,087 |  | 8,672 |
Trust and Asset Management | 4,441 |  | 3,637 |
Mutual Fund & Investment Income | 408 |  | 1,041 |
Subtotal Investment Service Income | 4,849 |  | 4,678 |
Service Charges on Deposit Accounts | 1,766 |  | 1,640 |
Card Services Income | 3,278 |  | 3,087 |
Other | 305 |  | 325 |
Noninterest Income (in-scope of ASC 606) | 19,285 |  | 18,402 |
Noninterest Income (out-of-scope of ASC 606) | 2,491 |  | (5,787) |
Total Noninterest Income | $ | 21,776 |  | $ | 12,615 |

| Six Months Ended
(In thousands) | 06/30/2024 | 06/30/2023
Noninterest Income |  |
In-scope of Topic 606: |  |
Commissions and Fees | $ | 17,394 |  | $ | 16,495 |
Installment Billing | (59) |  | (40) |
Refund of Commissions | 73 |  | 172 |
Contract Liabilities/Deferred Revenue | (289) |  | (298) |
Contingent Commissions | 2,227 |  | 1,852 |
Subtotal Insurance Revenues | 19,346 |  | 18,181 |
Trust and Asset Management | 8,909 |  | 7,072 |
Mutual Fund & Investment Income | 877 |  | 2,115 |
Subtotal Investment Service Income | 9,786 |  | 9,187 |
Service Charges on Deposit Accounts | 3,562 |  | 3,386 |
Card Services Income | 6,217 |  | 5,769 |
Other | 625 |  | 674 |
Noninterest Income (in-scope of ASC 606) | 39,536 |  | 37,197 |
Noninterest Income (out-of-scope of ASC 606) | 4,377 |  | (4,182) |
Total Noninterest Income | $ | 43,913 |  | $ | 33,015 |

Contract Balances
A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration or before payment is due, which would result in contract receivables or assets, respectively. A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment or for which payment is due from the customer. The Company’s noninterest revenue streams, excluding some insurance commissions and fees, are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Receivables primarily consist of amounts due for insurance and wealth management services performed for
34

which the Company's performance obligations have been fully satisfied. Receivables for the insurance and wealth management services segments amounted to $4.5 million and $3.5 million, respectively, at June 30, 2024, compared to $5.7 million and $3.0 million, respectively, at December 31, 2023. Included in those amounts are contract assets related to contingent income of $1.3 million and $2.8 million, respectively, at June 30, 2024 and December 31, 2023, and contract liabilities of $2.8 million and $1.9 million, respectively, at June 30, 2024 and December 31, 2023.
Contract Acquisition Costs
The Company is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less.
11. Financial Guarantees
The Company currently does not issue any guarantees that would require liability recognition or disclosure, other than standby letters of credit. The Company extends standby letters of credit to its customers in the normal course of business. The standby letters of credit are generally short-term. As of June 30, 2024, the Company’s maximum potential obligation under standby letters of credit was $31.6 million compared to $39.1 million at December 31, 2023. Management uses the same credit policies to extend standby letters of credit that it uses for on-balance sheet lending decisions and may require collateral to support standby letters of credit based upon its evaluation of the counterparty. Management does not anticipate any significant losses as a result of these transactions, and has determined that the fair value of standby letters of credit is not significant.
12. Segment and Related Information
The Company manages its operations through three reportable business segments in accordance with the standards set forth in FASB ASC 280, "Segment Reporting": (i) banking ("Banking"), (ii) insurance ("Tompkins Insurance") and (iii) wealth management ("Tompkins Financial Advisors"). The Company’s insurance services and wealth management services, other than trust services, are managed separately from the Banking segment.
Banking
Tompkins Community Bank has twelve banking offices located in Ithaca, NY and surrounding communities; fifteen banking offices located in the Genesee Valley region of New York State, which includes Monroe County; twelve banking offices located in the counties north of New York City; and sixteen banking offices headquartered and operating in the areas surrounding southeastern Pennsylvania.
Insurance
The Company provides property and casualty insurance services and employee benefits consulting through Tompkins Insurance Agencies, Inc., a 100% wholly-owned subsidiary of the Company, headquartered in Batavia, New York. Tompkins Insurance is an independent insurance agency, representing many major insurance carriers and provides employee benefit consulting to employers in Western and Central New York and Southeastern Pennsylvania, assisting them with their medical, group life insurance and group disability insurance. Tompkins Insurance has four stand-alone offices in Western New York.
Wealth Management
The Wealth Management segment is generally organized under the Tompkins Financial Advisors brand. Tompkins Financial Advisors offers a comprehensive suite of financial services to customers, including trust and estate services, investment management and financial and insurance planning for individuals, corporate executives, small business owners and high net worth individuals. Tompkins Financial Advisors has offices in each of the Company’s regional markets.
Summarized financial information concerning the Company’s reportable segments and the reconciliation to the Company’s consolidated results is shown in the following tables. Investment in subsidiaries is netted out of the presentations below. The “Intercompany” column identifies the intercompany activities of revenues, expenses and other assets between the banking, insurance and wealth management services segments. The Company accounts for intercompany fees and services at an estimated fair value according to regulatory requirements for the services provided. Intercompany items relate primarily to the use of human resources, information systems, accounting and marketing services provided by the bank and the holding company. All other accounting policies are the same as those described in the summary of significant accounting policies in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
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Three Months Ended June 30, 2024
(In thousands) | Banking | Insurance | Wealth Management | Intercompany | Consolidated
Interest income | $ | 85,240 |  | $ | 1 |  | $ | 0 |  | $ | (1) |  | $ | 85,240 |
Interest expense | 34,288 |  | 0 |  | 0 |  | (1) |  | 34,287 |
Net interest income | 50,952 |  | 1 |  | 0 |  | 0 |  | 50,953 |
Provision for credit loss expense | 2,172 |  | 0 |  | 0 |  | 0 |  | 2,172 |
Noninterest income | 7,822 |  | 9,220 |  | 5,261 |  | (527) |  | 21,776 |
Noninterest expense | 39,662 |  | 7,086 |  | 3,721 |  | (527) |  | 49,942 |
Income before income tax expense | 16,940 |  | 2,135 |  | 1,540 |  | 0 |  | 20,615 |
Income tax expense | 3,938 |  | 582 |  | 382 |  | 0 |  | 4,902 |
Net Income attributable to noncontrolling interests and Tompkins Financial Corporation | 13,002 |  | 1,553 |  | 1,158 |  | 0 |  | 15,713 |
Less: Net income attributable to noncontrolling interests | 31 |  | 0 |  | 0 |  | 0 |  | 31 |
Net Income attributable to Tompkins Financial Corporation | $ | 12,971 |  | $ | 1,553 |  | $ | 1,158 |  | $ | 0 |  | $ | 15,682 |
Depreciation and amortization | $ | 2,522 |  | $ | 41 |  | $ | 41 |  | $ | 0 |  | $ | 2,604 |
Assets | 7,810,792 |  | 48,840 |  | 29,404 |  | (19,514) |  | 7,869,522 |
Goodwill | 64,525 |  | 19,866 |  | 8,211 |  | 0 |  | 92,602 |
Other intangibles, net | 978 |  | 1,186 |  | 29 |  | 0 |  | 2,193 |
Net loans and leases | 5,708,805 |  | 0 |  | 0 |  | 0 |  | 5,708,805 |
Deposits | 6,312,911 |  | 0 |  | 0 |  | (27,015) |  | 6,285,896 |
Total Equity | 605,109 |  | 37,055 |  | 33,929 |  | 0 |  | 676,093 |

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Three Months Ended June 30, 2023
(In thousands) | Banking | Insurance | Wealth Management | Intercompany | Consolidated
Interest income | $ | 71,870 |  | $ | 1 |  | $ | 0 |  | $ | (1) |  | $ | 71,870 |
Interest expense | 19,975 |  | 0 |  | 0 |  | (1) |  | 19,974 |
Net interest income | 51,895 |  | 1 |  | 0 |  | 0 |  | 51,896 |
(Credit) provision for credit loss expense | 2,253 |  | 0 |  | 0 |  | 0 |  | 2,253 |
Noninterest income | (378) |  | 8,798 |  | 4,736 |  | (541) |  | 12,615 |
Noninterest expense | 41,385 |  | 7,201 |  | 3,922 |  | (540) |  | 51,968 |
Income before income tax expense | 7,879 |  | 1,598 |  | 814 |  | (1) |  | 10,290 |
Income tax expense | 1,147 |  | 437 |  | 200 |  | 0 |  | 1,784 |
Net Income attributable to noncontrolling interests and Tompkins Financial Corporation | 6,732 |  | 1,161 |  | 614 |  | (1) |  | 8,506 |
Less: Net income attributable to noncontrolling interests | 31 |  | 0 |  | 0 |  | 0 |  | 31 |
Net Income attributable to Tompkins Financial Corporation | $ | 6,701 |  | $ | 1,161 |  | $ | 614 |  | $ | (1) |  | $ | 8,475 |
Depreciation and amortization | $ | 2,652 |  | $ | 44 |  | $ | 44 |  | $ | 0 |  | $ | 2,740 |
Assets | 7,569,195 |  | 44,640 |  | 28,896 |  | (16,493) |  | 7,626,238 |
Goodwill | 64,655 |  | 19,866 |  | 8,081 |  | 0 |  | 92,602 |
Other intangibles, net | 975 |  | 1,496 |  | 42 |  | 0 |  | 2,513 |
Net loans and leases | 5,303,820 |  | 0 |  | 0 |  | 0 |  | 5,303,820 |
Deposits | 6,481,556 |  | 0 |  | (11,019) |  | (15,886) |  | 6,454,651 |
Total Equity | 565,505 |  | 35,070 |  | 35,866 |  | 0 |  | 636,441 |

Six Months Ended June 30, 2024
(In thousands) | Banking | Insurance | Wealth Management | Intercompany | Consolidated
Interest income | $ | 168,423 |  | $ | 2 |  | $ | 0 |  | $ | (2) |  | $ | 168,423 |
Interest expense | 66,797 |  | 0 |  | 0 |  | (2) |  | 66,795 |
Net interest income | 101,626 |  | 2 |  | 0 |  | 0 |  | 101,628 |
Provision for credit loss expense | 3,026 |  | 0 |  | 0 |  | 0 |  | 3,026 |
Noninterest income | 14,933 |  | 19,746 |  | 10,300 |  | (1,066) |  | 43,913 |
Noninterest expense | 79,025 |  | 14,313 |  | 7,527 |  | (1,066) |  | 99,799 |
Income before income tax expense | 34,508 |  | 5,435 |  | 2,773 |  | 0 |  | 42,716 |
Income tax expense | 7,924 |  | 1,489 |  | 687 |  | 0 |  | 10,100 |
Net Income attributable to noncontrolling interests and Tompkins Financial Corporation | 26,584 |  | 3,946 |  | 2,086 |  | 0 |  | 32,616 |
Less: Net income attributable to noncontrolling interests | 62 |  | 0 |  | 0 |  | 0 |  | 62 |
Net Income attributable to Tompkins Financial Corporation | $ | 26,522 |  | $ | 3,946 |  | $ | 2,086 |  | $ | 0 |  | $ | 32,554 |
Depreciation and amortization | $ | 5,444 |  | $ | 84 |  | $ | 82 |  | $ | 0 |  | $ | 5,610 |

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Six Months Ended June 30, 2023
(In thousands) | Banking | Insurance | Wealth Management | Intercompany | Consolidated
Interest income | $ | 141,108 |  | $ | 2 |  | $ | 0 |  | $ | (2) |  | $ | 141,108 |
Interest expense | 34,968 |  | 0 |  | 0 |  | (2) |  | 34,966 |
Net interest income | 106,140 |  | 2 |  | 0 |  | 0 |  | 106,142 |
Provision for credit loss expense | 1,428 |  | 0 |  | 0 |  | 0 |  | 1,428 |
Noninterest income | 6,321 |  | 18,433 |  | 9,357 |  | (1,096) |  | 33,015 |
Noninterest expense | 81,233 |  | 14,417 |  | 7,572 |  | (1,096) |  | 102,126 |
Income before income tax expense | 29,800 |  | 4,018 |  | 1,785 |  | 0 |  | 35,603 |
Income tax expense | 6,136 |  | 1,110 |  | 439 |  | 0 |  | 7,685 |
Net Income attributable to noncontrolling interests and Tompkins Financial Corporation | 23,664 |  | 2,908 |  | 1,346 |  | 0 |  | 27,918 |
Less: Net income attributable to noncontrolling interests | 62 |  | 0 |  | 0 |  | 0 |  | 62 |
Net Income attributable to Tompkins Financial Corporation | $ | 23,602 |  | $ | 2,908 |  | $ | 1,346 |  | $ | 0 |  | $ | 27,856 |
Depreciation and amortization | $ | 5,241 |  | $ | 88 |  | $ | 89 |  | $ | 0 |  | $ | 5,418 |

13. Fair Value Measurements
FASB ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820), defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Transfers between levels, when determined to be appropriate, are recognized at the end of each reporting period.
The three levels of the fair value hierarchy under ASC 820 are:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
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The following tables summarize financial assets and financial liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, segregated by the level of valuation inputs within the fair value hierarchy used to measure fair value:

Recurring Fair Value Measurements |  |  |  |
June 30, 2024 |  |  |  |
(In thousands) | Total | (Level 1) | (Level 2) | (Level 3)
Assets |  |  |  |
Available-for-sale debt securities |  |  |  |
U.S. Treasuries | $ | 109,886 |  | $ | 0 |  | $ | 109,886 |  | $ | 0 |
Obligations of U.S. Government sponsored entities | 422,677 |  | 0 |  | 422,677 |  | 0 |
Obligations of U.S. states and political subdivisions | 78,476 |  | 0 |  | 78,476 |  | 0 |
Mortgage-backed securities – residential, issued by: |  |  |  |
U.S. Government agencies | 40,112 |  | 0 |  | 40,112 |  | 0 |
U.S. Government sponsored entities | 663,940 |  | 0 |  | 663,940 |  | 0 |
U.S. corporate debt securities | 2,367 |  | 0 |  | 2,367 |  | 0 |
Total Available-for-sale debt securities | $ | 1,317,458 |  | $ | 0 |  | $ | 1,317,458 |  | $ | 0 |
Equity securities, at fair value | 766 |  | 0 |  | 0 |  | 766 |
Derivatives designated as hedging instruments | 2,487 |  | 0 |  | 2,487 |  | 0 |
Derivatives not designated as hedging instruments | 851 |  | 0 |  | 851 |  | 0 |
Liabilities |  |  |  |
Derivatives not designated as hedging instruments | $ | 1,001 |  | $ | 0 |  | $ | 1,001 |  | $ | 0 |

Recurring Fair Value Measurements |  |  |  |
December 31, 2023 |  |  |  |
(In thousands) | Total | (Level 1) | (Level 2) | (Level 3)
Assets |  |  |  |
Available-for-sale debt securities |  |  |  |
U.S. Treasuries | $ | 109,904 |  | $ | 0 |  | $ | 109,904 |  | $ | 0 |
Obligations of U.S. Government sponsored entities | 456,458 |  | 0 |  | 456,458 |  | 0 |
Obligations of U.S. states and political subdivisions | 81,924 |  | 0 |  | 81,924 |  | 0 |
Mortgage-backed securities – residential, issued by: |  |  |  |
U.S. Government agencies | 45,240 |  | 0 |  | 45,240 |  | 0 |
U.S. Government sponsored entities | 720,830 |  | 0 |  | 720,830 |  | 0 |
U.S. corporate debt securities | 2,294 |  | 0 |  | 2,294 |  | 0 |
Total Available-for-sale debt securities | $ | 1,416,650 |  | $ | 0 |  | $ | 1,416,650 |  | $ | 0 |
Equity securities, at fair value | 787 |  | 0 |  | 0 |  | 787 |
Derivatives designated as hedging instruments | 1,503 |  | 0 |  | 1,503 |  | 0 |
Derivatives not designated as hedging instruments | 1,610 |  | 0 |  | 1,610 |  | 0 |
Liabilities |  |  |  |
Derivatives not designated as hedging instruments | $ | 1,826 |  | $ | 0 |  | $ | 1,826 |  | $ | 0 |

Securities: Fair values for U.S. Treasury securities are based on quoted market prices. Fair values for obligations of U.S. government sponsored entities, mortgage-backed securities-residential, obligations of U.S. states and political subdivisions, and U.S. corporate debt securities are based on quoted market prices, where available, as provided by third party pricing vendors. If quoted market prices were not available, fair values are based on quoted market prices of comparable instruments in active markets and/or based upon a matrix pricing methodology, which uses comprehensive interest rate tables to determine market price, movement and yield relationships. These securities are reviewed periodically to determine if there are any events or changes in circumstances that would adversely affect their value.
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The change in the fair value of equity securities valued using significant unobservable inputs (level 3), for the periods ended June 30, 2024 and December 31, 2023, was immaterial.
There were no transfers between Levels 1, 2 and 3 for the six months ended June 30, 2024.
The Company determines fair value for its available-for-sale debt securities using an independent bond pricing service for identical assets or very similar securities. The Company determines fair value for its equity securities based on the underlying equity fund’s pricing and valuation procedures which consider recent sales price, market quotations from a pricing service, or market quotes from an independent broker-dealer. The Company has reviewed the pricing sources, including methodologies used, and finds them to be fairly stated.
Derivatives: The Company has contracted with a third party vendor to provide periodic valuations for its interest rate derivatives to determine the fair value of its interest rate contracts. The vendor utilizes standard valuation methodologies applicable to interest rate derivatives such as discounted cash flow analysis. Such valuations are based upon readily observable market data and are therefore considered Level 2 valuations by the Company.
Certain assets are measured at fair value on a nonrecurring basis. For the Company, these include loans held for sale, individually evaluated loans, and other real estate owned ("OREO"). For the three and six months ended June 30, 2024, certain individually evaluated loans were remeasured and reported at fair value through a specific valuation allowance and/or partial charge-offs for credit losses based upon the fair value of the underlying collateral. Collateral values are estimated using Level 3 inputs based upon customized discounting criteria. In addition to collateral dependent evaluated loans, certain other real estate owned was remeasured and reported at fair value based upon the fair value of the underlying collateral. The fair values of other real estate owned are estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria. In general, the fair values of other real estate owned are based upon appraisals, with discounts made to reflect estimated costs to sell the real estate. Upon initial recognition, fair value write-downs are taken through a charge-off to the allowance for credit losses. Subsequent fair value write-downs on other real estate owned are reported in other noninterest expense.

Three months ended June 30, 2024
(In thousands) |  | Fair value measurements at reporting date using: | Gain (losses) from fair value changes
Assets: | As of 06/30/2024 | Quoted prices in active markets for identical assets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Three months ended 06/30/2024
Individually evaluated loans | $ | 2,254 |  | $ | 0 |  | $ | 0 |  | $ | 2,254 |  | $ | 0 |
Other real estate owned | 80 |  | 0 |  | 0 |  | 80 |  | 0 |

Three months ended June 30, 2023
(In thousands) |  | Fair value measurements at reporting date using: | Gain (losses) from fair value changes
Assets: | As of 06/30/2023 | Quoted prices in active markets for identical assets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Three months ended 6/30/2023
Individually evaluated loans | $ | 8,822 |  | $ | 0 |  | $ | 0 |  | $ | 8,822 |  | $ | 0 |
Other real estate owned | 0 |  | 0 |  | 0 |  | 0 |  | 0 |

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Six months ended June 30, 2024
(In thousands) | Fair value measurements at reporting date using: | Gain (losses) from fair value changes
Assets: | As of 06/30/2024 | Quoted prices in active markets for identical assets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Six months ended 06/30/2024
Individually evaluated loans | $ | 3,501 |  | $ | 0 |  | $ | 0 |  | $ | 3,501 |  | $ | 0 |
Other real estate owned | 80 |  | 0 |  | 0 |  | 80 |  | 43 |

Six months ended June 30, 2023
(In thousands) | Fair value measurements at reporting date using: | Gain (losses) from fair value changes
Assets: | As of 06/30/2023 | Quoted prices in active markets for identical assets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Six months ended 06/30/2023
Individually evaluated loans | $ | 8,822 |  | $ | 0 |  | $ | 0 |  | $ | 8,822 |  | $ | 826 |
Other real estate owned | 36 |  | 0 |  |  | 36 |  | 22 |

The fair value estimates, methods and assumptions set forth below for the Company's financial instruments, including those financial instruments carried at cost, are made solely to comply with disclosures required by GAAP and should be read in conjunction with the financial statements and notes included in this Report.
For loans where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. For real estate loans, fair value of the loan’s collateral is determined by third party appraisals, which are then adjusted for the estimated selling and closing costs related to liquidation of the collateral. For this asset class, the actual valuation methods (income, sales comparable, or cost) vary based on the status of the project or property. For example, land is generally based on the sales comparable method while construction is based on the income and/or sales comparable methods. The unobservable inputs may vary depending on the individual assets with no one of the three methods being the predominant approach. The Company reviews the third party appraisal for appropriateness and adjusts the value downward to consider selling and closing costs, which typically range from 5% to 8% of the appraised value. For non-real estate loans, fair value of the loan’s collateral may be determined using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business.
The following tables present the carrying amounts and estimated fair values of the Company’s financial instruments at June 30, 2024 and December 31, 2023. The carrying amounts shown in the tables are included in the Consolidated Statements of Condition under the indicated captions.
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Estimated Fair Value of Financial Instruments |
June 30, 2024 |  |  |  |  |
(In thousands) | Carrying Amount | Fair Value | (Level 1) | (Level 2) | (Level 3)
Financial Assets: |  |  |  |  |
Cash and cash equivalents | $ | 70,915 |  | $ | 70,915 |  | $ | 70,915 |  | $ | 0 |  | $ | 0 |
Securities - held-to-maturity | 312,430 |  | 264,588 |  | 0 |  | 264,588 |  | 0 |
FHLB stock and other stock | 41,382 |  | 41,382 |  | 0 |  | 41,382 |  | 0 |
Accrued interest receivable | 29,624 |  | 29,624 |  | 0 |  | 29,624 |  | 0 |
Loans/leases, net 1 | 5,708,805 |  | 5,275,879 |  | 0 |  | 0 |  | 5,275,879 |
Financial Liabilities: |  |  |  |  |
Time deposits | $ | 979,292 |  | $ | 972,110 |  | $ | 0 |  | $ | 972,110 |  | $ | 0 |
Other deposits | 5,306,604 |  | 5,306,604 |  | 0 |  | 5,306,604 |  | 0 |
Fed funds purchased and securities sold |  |  |  |  |
under agreements to repurchase | 35,989 |  | 35,989 |  | 0 |  | 35,989 |  | 0 |
Other borrowings | 773,627 |  | 772,332 |  | 0 |  | 772,332 |  | 0 |
Accrued interest payable | 4,503 |  | 4,503 |  | 0 |  | 4,503 |  | 0 |

Estimated Fair Value of Financial Instruments
December 31, 2023 |  |  |  |  |
(In thousands) | Carrying Amount | Fair Value | (Level 1) | (Level 2) | (Level 3)
Financial Assets: |  |  |  |  |
Cash and cash equivalents | $ | 79,542 |  | $ | 79,542 |  | $ | 79,542 |  | $ | 0 |  | $ | 0 |
Securities - held to maturity | 312,401 |  | 267,455 |  | 0 |  | 267,455 |  | 0 |
FHLB stock and other stock | 33,719 |  | 33,719 |  | 0 |  | 33,719 |  | 0 |
Accrued interest receivable | 26,107 |  | 26,107 |  | 0 |  | 26,107 |  | 0 |
Loans/leases, net 1 | 5,554,351 |  | 5,126,679 |  | 0 |  | 0 |  | 5,126,679 |
Financial Liabilities: |  |  |  |  |
Time deposits | $ | 998,013 |  | $ | 990,933 |  | $ | 0 |  | $ | 990,933 |  | $ | 0 |
Other deposits | 5,401,834 |  | 5,401,834 |  | 0 |  | 5,401,834 |  | 0 |
Fed funds purchased and securities sold |  |  |  |  |
under agreements to repurchase | 50,996 |  | 50,996 |  | 0 |  | 50,996 |  | 0 |
Other borrowings | 602,100 |  | 600,814 |  | 0 |  | 600,814 |  | 0 |
Accrued interest payable | 3,474 |  | 3,474 |  | 0 |  | 3,474 |  | 0 |

1 Lease receivables, although excluded from the scope of ASC Topic 825, are included in the estimated fair value amounts at their carrying value.
The following methods and assumptions were used in estimating fair value disclosures for financial instruments:
Cash and Cash Equivalents: The carrying amounts reported in the Consolidated Statements of Condition for cash, noninterest-bearing deposits, money market funds, and Federal funds sold approximate the fair value of those assets.
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Securities - Held-to-Maturity: Fair values for U.S. Treasury securities are based on quoted market prices. Fair values for obligations of U.S. government sponsored entities and mortgage-backed securities-residential are based on quoted market prices, where available, as provided by third party pricing vendors. If quoted market prices were not available, fair values are based on quoted market prices of comparable instruments in active markets and/or based upon a matrix pricing methodology, which uses comprehensive interest rate tables to determine market price, movement and yield relationships. These securities are reviewed periodically to determine if there are any events or changes in circumstances that would adversely affect their value.
FHLB Stock and Other Stock: The carrying amount of FHLB stock approximates fair value. If the stock is redeemed, the Company will receive an amount equal to the par value of the stock. For miscellaneous equity securities, carrying value is cost.
Loans and Leases: Fair value for loans are calculated using an exit price notion. The Company's valuation methodology takes into account factors such as estimated cash flows, including contractual cash flow and assumptions for prepayments; liquidity risk; and credit risk. The fair values of residential loans were estimated using discounted cash flow analyses, based upon available market benchmarks for rates and prepayment assumptions. The fair values of commercial and consumer loans were estimated using discounted cash flow analyses, based upon interest rates currently offered for loans and leases with similar terms and credit quality. The fair values of loans held for sale were determined based upon contractual prices for loans with similar characteristics.
Accrued Interest Receivable and Accrued Interest Payable: The carrying amount of these short term instruments approximate fair value.
Deposits: The fair values disclosed for noninterest bearing accounts and accounts with no stated maturities are equal to the amount payable on demand at the reporting date. The fair value of time deposits is based upon discounted cash flow analyses using rates offered for FHLB advances, which is the Company’s primary alternative source of funds.
Fed Funds Purchased and Securities Sold Under Agreements to Repurchase: The carrying amount of these instruments approximate fair value because the instruments have short-term maturities.
Other borrowings: The fair value of other borrowings is based upon discounted cash flow analyses using current rates offered for FHLB advances, with similar terms.
14. Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company also enters into interest rate derivatives to accommodate the business requirements of certain qualifying customers. All derivatives are recognized as other assets or other liabilities on the Company's Consolidated Statements of Condition at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and resulting designation.
Derivatives Designated as Hedging Instruments
Fair Value Hedges of Interest Rate Risk
The Company is exposed to changes in the fair value of certain of its fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. As of June 30, 2024, the Company had interest rate swaps with a total notional amount of $150.0 million hedging fixed-rate residential mortgage loans.
For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.
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As of June 30, 2024 and December 31, 2023, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value hedges.

Line Item in the Statement of Financial Position in Which the Hedged Item is Included | Carrying Amount of the Hedged Assets/(Liabilities) | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities) | Carrying Amount of the Hedged Assets/(Liabilities) | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)
| June 30, 2024 | June 30, 2024 | December 31, 2023 | December 31, 2023
Fixed Rate Loans 1 | $147,620 | $(2,380) | $148,633 | $(1,367)
Total | $147,620 | $(2,380) | $148,633 | $(1,367)
1 These amounts include the amortized cost basis of closed portfolios of fixed rate loans used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. At June 30, 2024 and December 31, 2023, the amortized cost basis of the closed portfolios used in these hedging relationships was $736.1 million and $763.4 million respectively; the cumulative basis adjustments associated with these hedging relationships was $2.4 million and $1.4 million, respectively; and the amounts of the designated hedged items were $150.0 million for both periods.

Derivatives Not Designated as Hedging Instruments
The Company enters into interest rate swaps to help commercial loan borrowers manage their interest rate risk. These interest rate swap contracts allow borrowers to convert variable-rate loan payments to fixed-rate loan payments. When the Company enters into an interest rate derivative contract with a commercial loan borrower, it simultaneously enters into a “mirror” interest rate contract with a third party. For interest rate swaps, the third party exchanges the client’s fixed-rate loan payments for variable-rate loan payments. The Company's credit policies with respect to interest rate contracts with commercial borrowers are similar to those used for loans. The Company retains the risk that is associated with the potential failure of counterparties and the risk inherent in originating loans. The interest rate contracts with counterparties are generally subject to bilateral collateralization terms. These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings.
The Company has entered into risk participation agreements with other banks in commercial loan arrangements. Participating banks guarantee the performance on borrower-related interest rate swap contracts. These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings.
Under a risk participation-out agreement, a derivative asset, the Company participates out a portion of the credit risk associated with the interest rate swap position executed with the commercial borrower for a fee paid to the participating bank. Under a risk participation-in agreement, a derivative liability, the Company assumes, or participates in, a portion of the credit risk associated with the interest rate swap position with the commercial borrower for a fee received from the other bank.
Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Statements of Condition
The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated statements of condition as of June 30, 2024 and December 31, 2023. Amounts below are presented on a net basis in accordance with applicable accounting guidance.
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Derivative Assets |  |  |
| June 30, 2024
(In thousands) | Notional Amount | Balance Sheet Location | Fair Value
Derivatives designated as hedging instruments |  |  |
Interest Rate Products | $ | 150,000 |  | Other Assets | $ | 2,487 |
Total derivatives designated as hedging instruments |  |  | $ | 2,487 |
Derivatives not designated as hedging instruments |  |  |
Interest Rate Products | $ | 69,452 |  | Other Assets | $ | 851 |
Risk Participation Agreement | 0 |  | Other Assets | 0 |
Total derivatives not designated as hedging instruments |  |  | $ | 851 |

Derivative Assets |  |  |
| December 31, 2023
(In thousands) | Notional Amount | Balance Sheet Location | Fair Value
Derivatives designated as hedging instruments |  |  |
Interest Rate Products | $ | 150,000 |  | Other Assets | $ | 1,503 |
Total derivatives not designated as hedging instruments |  |  | $ | 1,503 |
Derivatives not designated as hedging instruments |  |  |
Interest Rate Products | $ | 34,930 |  | Other Assets | $ | 1,610 |
Risk Participation Agreement | 0 |  | Other Assets | 0 |
Total derivatives not designated as hedging instruments |  |  | $ | 1,610 |

Derivative Liabilities |
| June 30, 2024
(In thousands) | Notional Amount | Balance Sheet Location | Fair Value
Derivatives not designated as hedging instruments
Interest Rate Products | $ | 69,452 |  | Other Liabilities | $ | 982 |
Risk Participation Agreement | 17,221 |  | Other Liabilities | 19 |
Total derivatives not designated as hedging instruments | $ | 1,001 |

Derivative Liabilities |  |  |
| December 31, 2023
(In thousands) | Notional Amount | Balance Sheet Location | Fair Value
Derivatives not designated as hedging instruments
Interest Rate Products | $ | 34,930 |  | Other Liabilities | $ | 1,778 |
Risk Participation Agreement | 7,542 |  | Other Liabilities | 48 |
Total derivatives not designated as hedging instruments |  | $ | 1,826 |

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Tabular Disclosure of the Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Income
The tables below present the effect of the Company’s derivative financial instruments on the consolidated statements of income for the three and six months ended June 30, 2024 and 2023:

The Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Income
| Location of Gain or (Loss) Recognized in Income on Derivative
| Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023
(In thousands) | Interest Income
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of fair value or cash flow hedges are recorded | $ | 673 |  | $ | 305 |
The effects of fair value and cash flow hedging: |  |
Gain or (loss) on fair value hedging relationships in Subtopic 815-20 |  |
Interest contracts |  |
Hedged items | 153 |  | (3,320) |
Derivatives designated as hedging instruments | 520 |  | 3,625 |

The Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Income
| Location of Gain or (Loss) Recognized in Income on Derivative
| Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023
(In thousands) | Interest Income
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of fair value or cash flow hedges are recorded | $ | 1,335 |  | $ | 305 |
The effects of fair value and cash flow hedging: |  |
Gain or (loss) on fair value hedging relationships in Subtopic 815-20 |  |
Interest contracts |  |
Hedged items | (1,013) |  | (3,320) |
Derivatives designated as hedging instruments | 2,348 |  | 3,625 |

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Tabular Disclosure of the Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Statements of Income
The tables below present the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the consolidated statements of income for the three and six months ended June 30, 2024 and 2023:

Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Statements of Income
Derivatives Not Designated as Hedging Instruments under Subtopic 815-20 | Location of Gain or (Loss) Recognized in Income on Derivative | Amount of Gain or (Loss) Recognized in Income on Derivative | Amount of Gain or (Loss) Recognized in Income on Derivative
|  | Three Months Ended
(In thousands) |  | June 30, 2024 | June 30, 2023
Interest Rate Products | Other Income | $ | 0 |  | $ | 0 |
Risk Participation Agreement | Other Income | 6 |  | 8 |
Total |  | $ | 6 |  | $ | 8 |
Fee Income | Other income | $ | 144 |  | $ | 0 |

Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Statements of Income
Derivatives Not Designated as Hedging Instruments under Subtopic 815-20 | Location of Gain or (Loss) Recognized in Income on Derivative | Amount of Gain or (Loss) Recognized in Income on Derivative | Amount of Gain or (Loss) Recognized in Income on Derivative
|  | Six Months Ended
(In thousands) |  | June 30, 2024 | June 30, 2023
Interest Rate Products | Other Income | $ | 37 |  | $ | 0 |
Risk Participation Agreement | Other Income | 78 |  | 2 |
Total |  | $ | 115 |  | $ | 2 |
Fee Income | Other income | $ | 383 |  | $ | 0 |

Credit-risk-related Contingent Features
Applicable for OTC derivatives with dealers
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.
As of June 30, 2024 and December 31, 2023, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $1.0 million and $1.8 million, respectively. As of June 30, 2024 and December 31, 2023, the Company has posted $790,000 and $1.5 million, respectively, in collateral related to these agreements. The interest rate hedge counterparty has posted $2.2 million and $1.5 million of collateral in proportion to potential losses in the derivative position at June 30, 2024 and December 31, 2023, respectively.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
BUSINESS
Tompkins Financial Corporation ("Tompkins" or the "Company") is headquartered in Ithaca, New York and is registered as a Financial Holding Company with the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended. The Company is a locally-oriented, community-based financial services organization that offers a full array of products and services, including commercial and consumer banking, leasing, trust and investment management, financial planning and wealth management, and insurance services. At June 30, 2024, the Company had one wholly-owned banking subsidiary, Tompkins Community Bank. Tompkins Community Bank provides a full array of wealth management services under the Tompkins Financial Advisors brand, including investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. The Company also has a wholly-owned insurance agency subsidiary, Tompkins Insurance Agencies, Inc. ("Tompkins Insurance"). The Company’s principal offices are located at 118 E. Seneca Street, P.O. Box 460, Ithaca, NY, 14850, and its telephone number is (888) 503-5753. The Company’s common stock is traded on the NYSE American under the Symbol "TMP."
The Tompkins' strategy centers around our core values and a commitment to delivering long-term value to our clients, communities, and shareholders. A key strategic initiative for the Company is a focus on responsible and sustainable growth, including initiatives to grow organically through our current businesses, as well as through possible acquisitions of financial institutions, branches, and financial services businesses. As such, the Company has acquired, and from time to time considers acquiring, banks, thrift institutions, branch offices of banks or thrift institutions, or other businesses that would complement the Company’s business or its geographic reach. The Company generally targets merger or acquisition partners that are culturally similar and have experienced management and possess either significant market presence or have potential for improved profitability through financial management, economies of scale and expanded services.
Business Segments
Banking services consist primarily of attracting deposits from the areas served by Tompkins Community Bank, which has 55 banking offices (39 offices in New York and 16 offices in Pennsylvania) and using those deposits to originate a variety of commercial loans, agricultural loans, consumer loans, real estate loans, and leases. The Company’s lending function is managed within the guidelines of a comprehensive Board-approved lending policy. Reporting systems are in place to provide management with ongoing information related to loan production, loan quality, concentrations of credit, loan delinquencies, and nonperforming and potential problem loans. Banking services also include a full suite of products such as debit cards, credit cards, remote deposit, electronic banking, mobile banking, cash management, and safe deposit services.
Wealth management services consist of investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. Wealth management services are provided under the trade name Tompkins Financial Advisors. Tompkins Financial Advisors offers services to customers of Tompkins Community Bank and shares offices in each of the banking markets.
Insurance services include property and casualty insurance, employee benefit consulting, and life, long-term care and disability insurance. Tompkins Insurance is headquartered in Batavia, New York. Over the years, Tompkins Insurance has acquired smaller insurance agencies in the market areas serviced by the Company’s banking subsidiaries and successfully consolidated them into Tompkins Insurance. Tompkins Insurance offers services to customers of Tompkins Community Bank and shares offices in each of the banking markets. In addition to these shared offices, Tompkins Insurance has five stand-alone offices in Western New York, and one stand-alone office in Tompkins County, New York.
The Company’s principal expenses are interest on deposits, interest on borrowings, and operating and general administrative expenses, as well as provisions for credit losses. Funding sources, other than deposits, include borrowings, securities sold under agreements to repurchase, and cash flow from lending and investing activities.
Competition
Competition for commercial banking and other financial services is strong in the Company’s market areas. In one or more aspects of its business, the Company’s subsidiaries compete with other commercial banks, savings and loan associations, credit unions, finance companies, Internet-based financial services companies, mutual funds, insurance companies, brokerage and investment banking companies, and other financial intermediaries. Some of these competitors have substantially greater resources and lending capabilities and may offer services that the Company does not currently provide. In addition, many of the Company’s non-bank competitors are not subject to the same extensive Federal regulations that govern financial holding companies and Federally-insured banks.
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Competition among financial institutions is based upon interest rates offered on deposit accounts, interest rates charged on loans and other credit and service charges, the quality and scope of the services rendered, the convenience of facilities and services, and, in the case of loans to commercial borrowers, relative lending limits. Management believes that a community-based financial organization is better positioned to establish personalized financial relationships with both commercial customers and individual households. The Company’s community commitment and involvement in its primary market areas, as well as its commitment to quality and personalized financial services, are factors that contribute to the Company’s competitiveness. Management believes that the Company’s subsidiary bank can compete successfully in its primary market areas by making prudent lending decisions quickly and more efficiently than its competitors, without compromising asset quality or profitability. In addition, the Company focuses on providing unparalleled customer service, which includes offering a strong suite of products and services, including products that are accessible to our customers through digital means. Although management feels that this business model has caused the Company to grow its customer base in recent years and allows it to compete effectively in the markets it serves, we cannot assure you that such factors will result in future success.
Regulation
Banking, insurance services and wealth management are highly regulated. As a financial holding company including a community bank, a registered investment adviser, and an insurance agency subsidiary, the Company and its subsidiaries are subject to examination and regulation by the Federal Reserve Board ("FRB"), Securities and Exchange Commission ("SEC"), the Federal Deposit Insurance Corporation ("FDIC"), the New York State Department of Financial Services, the Financial Industry Regulatory Authority, and the Pennsylvania Insurance Department.
OTHER IMPORTANT INFORMATION
The following discussion is intended to provide an understanding of the consolidated financial condition and results of operations of the Company for the three and six months ended June 30, 2024. It should be read in conjunction with the Company’s Audited Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the Unaudited Consolidated Financial Statements and notes thereto included in Part I of this Quarterly Report on Form 10-Q.
This Report includes comparisons of the Company’s performance to that of a peer group, which is comprised of the group of 193 domestic bank holding companies with $3 billion to $10 billion in total assets as defined in the Federal Reserve’s "Bank Holding Company Performance Report" for March 31, 2024 (the most recent report available). Although the peer group data is presented based upon financial information that is one fiscal quarter behind the financial information included in this report, the Company believes that it is relevant to include certain peer group information for comparison to current quarter numbers.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The statements contained in this Report that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements may be identified by use of such words as "may", "will", "estimate", "intend", "continue", "believe", "expect", "plan", or "anticipate", and other similar words. Examples of forward-looking statements may include statements regarding the asset quality of the Company's loan portfolios; the level of the Company's allowance for credit losses; the sufficiency of liquidity sources; the Company's exposure to changes in interest rates, and to new, changed, or extended government/regulatory expectations; the need to sell securities before recovery of amortized cost; the impact of changes in accounting standards; and trends, plans, prospects, growth and strategies. Forward-looking statements are made based on management’s expectations and beliefs concerning future events impacting the Company and are subject to certain uncertainties and factors relating to the Company’s operations and economic environment, all of which are difficult to predict and many of which are beyond the control of the Company, that could cause actual results of the Company to differ materially from those expressed and/or implied by forward-looking statements and historical performance. The following factors, in addition to those listed as Risk Factors in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2023, are among those that could cause actual results to differ materially from the forward-looking statements and historical performance: changes in general economic, market and regulatory conditions; our ability to attract and retain deposits and other sources of liquidity; gross domestic product growth and inflation trends; the impact of the interest rate and inflationary environment on the Company's business, financial condition and results of operations; other income or cash flow anticipated from the Company's operations, investment and/or lending activities; changes in laws and regulations affecting banks, bank holding companies and/or financial holding companies, including the Dodd-Frank Act, and state and local government mandates; the impact of any change in the FDIC insurance assessment rate or the rules and regulations related to the calculation of the FDIC insurance assessment amount; technological developments and changes; cybersecurity incidents and threats; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; governmental and public policy changes, including environmental regulation; reliance on large customers; the ability to access financial resources in the amounts, at the times, and on the terms
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required to support the Company's future businesses; and the economic impact of national and global events, including the response to recent bank failures, war and geopolitical matters (including the war in Israel and potential for broader regional conflict and the war in Ukraine), widespread protests, civil unrest, political uncertainty, and pandemics or other public health crises.
Critical Accounting Policies
The accounting and reporting policies followed by the Company conform, in all material respects, to U.S. generally accepted accounting principles ("GAAP") and to general practices within the financial services industry. In the course of normal business activity, management must select and apply many accounting policies and methodologies and make estimates and assumptions that lead to the financial results presented in the Company’s consolidated financial statements and accompanying notes. There are uncertainties inherent in making these estimates and assumptions, which could materially affect the Company’s results of operations and financial position.
Management considers accounting estimates to be critical to reported financial results if (i) the accounting estimates require management to make assumptions about matters that are highly uncertain, and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the Company’s financial statements. Management considers the accounting policy relating to the allowance for credit losses ("allowance", or "ACL") to be a critical accounting policy because of the uncertainty and subjectivity involved in this policy and the material effect that estimates related to this area can have on the Company’s results of operations.
The Company’s methodology for estimating the allowance considers available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. Refer to "Allowance for Credit Losses" below, Note 5 - "Allowance for Credit Losses", and Note 1 – "Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
For information on the Company's significant accounting policies and to gain a greater understanding of how the Company’s financial performance is reported, refer to Note 1 – "Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Refer to "Recently Issued Accounting Standards" in Management's Discussion and Analysis in this Quarterly Report on Form 10-Q for a discussion of recent accounting updates.
Critical Accounting Estimates
The Company's significant accounting policies conform with GAAP and are described in Note 1 "Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. In applying those accounting policies, management of the Company is required to exercise judgment in determining many of the methodologies, assumptions and estimates to be utilized. Certain critical accounting estimates are more dependent on such judgment and in some cases may contribute to volatility in the Company's reported financial performance should the assumptions and estimates used change over time due to changes in circumstances. The more significant areas in which management of the Company applies critical assumptions and estimates includes the following:
•Accounting for credit losses - The Company accounts for the allowance for credit losses using the current expected credit loss model. Under this model, the allowance for credit losses represents a valuation account that is deducted from the amortized cost basis of certain financial assets, including loans and leases, to present the net amount expected to be collected at the balance sheet date. A provision for credit losses is recorded to adjust the level of the allowance as deemed necessary by management. In estimating expected losses in the loan and lease portfolio, borrower-specific financial data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period. For certain loan pools that share similar risk characteristics, the Company utilizes statistically developed models to estimate amounts and timing of expected future cash flows, collateral values and other factors used to determine the borrowers' abilities to repay obligations. Such models consider historical correlations of credit losses with various macroeconomic assumptions including unemployment and gross domestic product. These forecasts may be adjusted for inherent limitations or biases of the models. Subsequent to the forecast period, the Company utilizes longer-term historical loss experience to estimate losses over the remaining contractual life of the loans. Changes in the circumstances considered when determining management's estimates and assumptions could result in changes in those estimates and assumptions, which could result in adjustment of the allowance for credit losses in future periods. A discussion of facts and circumstances considered by management in determining the allowance for
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credit losses is included herein in Note 5 - "Allowance for Credit Losses" in the Notes to the Unaudited Consolidated Financial Statements.
RESULTS OF OPERATIONS
Performance Summary
Net income for the second quarter of 2024 was $15.7 million, or $1.10 diluted earnings per share, compared to $8.5 million, or $0.59 diluted earnings per share for the second quarter of 2023. Net income for the first six months of 2024 was $32.6 million, or $2.29 diluted earnings per share compared to $27.9 million, or $1.94 diluted earnings per share for the first six months of 2023. The increase in net income and diluted earnings per share for both the three and six month periods in 2024 as compared to the same periods in 2023 was primarily due to the Company's sale of $80.9 million available-for-sale debt securities during the second quarter of 2023, which resulted in a pre-tax loss of $7.1 million, or $0.37 per share.
Return on average assets ("ROA") for the quarter ended June 30, 2024 was 0.81%, compared to 0.45% for the quarter ended June 30, 2023. Return on average shareholders’ equity ("ROE") for the second quarter of 2024 was 9.51%, compared to 5.22% for the second quarter of 2023. For the year-to-date period ended June 30, 2024, ROA and ROE totaled 0.84% and 9.85%, respectively, compared to 0.74% and 8.76%, for the same period in 2023.
Segment Reporting
The Company operates in the following three business segments: banking, insurance, and wealth management. Insurance is comprised of property and casualty insurance services and employee benefit consulting operated under the Tompkins Insurance Agencies, Inc. subsidiary. Wealth management activities include the results of the Company’s trust, financial planning, and wealth management services, organized under the Tompkins Financial Advisors brand. All other activities are considered banking.
Banking Segment
The banking segment reported net income of $13.0 million for the second quarter of 2024, an increase of $6.3 million, or 93.6% from net income of $6.7 million for the second quarter of 2023. For the six months ended June 30, 2024, the banking segment reported net income of $26.5 million, up $2.9 million, or 12.4% from the same period in 2023. The increase in net income for the three months and six months ended June 30, 2024 compared to the same periods in 2023 was due to higher noninterest income and lower operating expenses, partially offset by lower net interest income.
Net interest income of $51.0 million for the second quarter of 2024 was down $943,000, or 1.8% from the same period in 2023. For the six months ended June 30, 2024, net interest income of $101.6 million was down $4.5 million, or 4.3% compared to the first six months of 2023. The decrease in net interest income compared to prior year was due primarily to the increase in average interest rates on interest-bearing liabilities outpacing increases on interest earning asset yields. The average yield on interest-earning assets benefited from higher market interest rates as well as a shift in the composition of average earning assets with growth in average loan balances and changes to the mix of securities. The increase in funding costs reflects the impact of higher market interest rates as well as the mix of funding sources, with an increase in average time deposits and other borrowings.
The provision for credit losses was $2.2 million for the three months ended June 30, 2024, compared to $2.3 million for the same period in 2023. For the six months ended June 30, 2024, the provision for credit losses was $3.0 million compared to $1.4 million for the same period in 2023. The increase in provision for credit losses for the six month period is mainly driven by loan growth, as well as additional reserves for off-balance sheet credit exposures resulting from an increase in the commercial pipeline. For additional information, see the section titled "The Allowance for Credit Losses" below.
Noninterest income was $7.8 million for the three months ended June 30, 2024, compared to noninterest loss of $378,000 for the same period in 2023. For the six months ended June 30, 2024, noninterest income was $14.9 million compared to noninterest income of $6.3 million for the six months ended June 30, 2023. The increase in quarterly and year-to-date noninterest income compared to the same periods in 2023 was mainly due to a $7.1 million loss on the sale of available-for-sale debt securities noted above. For the three and six months ended June 30, 2024, card services income was up $191,000, or 6.2% and $448,000, or 7.8%, respectively, over the same periods in 2023, and service charges on deposit accounts were up $126,000, or 7.7% and $176,000, or 5.2%, respectively, over the same periods in 2023. Other income also benefited from increases in earnings on bank owned life insurance, (up $673,000 and $608,000), derivatives related income (up $142,000 and $496,000) and gains on sales of residential mortgage loans (up $213,000 and $249,000) for the three and six months ended June 30, 204 over the same periods in 2023.
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Noninterest expense of $39.7 million and $79.0 million for the three and six months ended June 30, 2024, respectively, was down $1.7 million, or 4.2% and $2.2 million, or 2.7%, respectively, over the same periods in 2023. The decreases in noninterest expense for the three and six months ended June 30, 2024 over the same period in 2023, are mainly attributable to salaries and employee benefits down $374,000 and $840,000 and marketing expenses down $554,000 and $660,000, respectively.
Insurance Segment
The insurance segment reported net income of $1.6 million for the three months ended June 30, 2024, which was up $392,000, or 33.8% compared to the second quarter of 2023. Total noninterest revenue was up $422,000, or 4.8% for the second quarter of 2024 compared to the same quarter in the prior year, primarily due to growth in personal lines and commercial lines. The growth in property and casualty commission revenue is attributed to new business and premium increases related to change in general market conditions.
For the six months ended June 30, 2024, net income was up $1.0 million or 35.7% from the same period in the prior year. Total revenue for the year-to-date period ended June 30, 2024 was up $1.3 million, or 7.1% compared to the same period in the prior year. The increase in total revenues for the six months ended June 30, 2024 compared to the prior year period includes growth in overall commission revenue of $807,000, or 4.9%, with increases in personal lines (up $295,000, or 5.8%), and commercial lines (up $581,000, or 7.8%); as well as contingency revenues, which were up $374,500 or 20.2%. Revenue growth was driven by new business along with rate increases related to current market conditions.
Noninterest expenses for the three months ended June 30, 2024 were down $115,000, or 1.6% compared to the three months ended June 30, 2023. Year-to-date noninterest expenses were down $104,000, or 0.7% compared to the six months ended June 30, 2023. The decrease in noninterest expenses for the three and six months ended June 30, 2024, respectively, was mainly due to decreases in travel and business meetings along with other marketing expenses. Increases in salaries and wages reflecting annual merit increases were partially offset by decreases in commission and incentive accruals.
Wealth Management Segment
The wealth management segment reported net income of $1.2 million for the three months ended June 30, 2024, which was up $544,000, or 88.6% compared to the second quarter of 2023. Revenue for the three months ended June 30, 2024 was up $525,000, or 11.1% compared to the three months ended June 30, 2023, primarily due to a gain of $322,000 on the sale of certain customer accounts, as well as higher assets under management and favorable market conditions during the second quarter of 2024. Total expense for the three months ended June 30, 2024 was down $201,000, or 5.1% compared to the same period in 2023, which was primarily attributable to a decrease in salaries and employee benefits.
For the six months ended June 30, 2024, net income of $2.1 million was up $740,000, or 55.0% compared to the same period in the prior year. Total revenue for the six months ended June 30, 2024 was up $943,000, or 10.1% compared to the same period in the prior year, due to gains on sales of certain customer accounts as well as higher assets under management and favorable market conditions in 2024. Noninterest expense for the six months ended June 30, 2024 was in line compared to the same period in the prior year. Increases in technology expenses were offset by decreases in professional fees and travel and meetings expense.
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Net Interest Income
The following tables show average interest-earning assets and interest-bearing liabilities, and the corresponding yield or cost associated with the prior quarter of 2023 and for each of the three and six month periods ended June 30, 2024 and 2023:

Average Consolidated Statements of Condition and Net Interest Analysis (Unaudited)
| Quarter Ended | Quarter Ended
| June 30, 2024 | March 31, 2024
| Average |  |  | Average |  |
| Balance |  | Average | Balance |  | Average
(Dollar amounts in thousands) | (QTD) | Interest | Yield/Rate | (QTD) | Interest | Yield/Rate
ASSETS |  |  |  |  |  |
Interest-earning assets |  |  |  |  |  |
Interest-bearing balances due from banks | $ | 11,707 |  | $ | 184 |  | 6.33 | % | $ | 12,202 |  | $ | 154 |  | 5.08 | %
Securities (1) |  |  |  |  |  |
U.S. Government securities | 1,717,975 |  | 10,067 |  | 2.36 | % | 1,756,122 |  | 10,303 |  | 2.36 | %
State and municipal (2) | 89,518 |  | 566 |  | 2.55 | % | 89,886 |  | 570 |  | 2.55 | %
Other securities | 3,260 |  | 59 |  | 7.32 | % | 3,278 |  | 60 |  | 7.32 | %
Total securities | 1,810,753 |  | 10,692 |  | 2.38 | % | 1,849,286 |  | 10,933 |  | 2.38 | %
FHLBNY and FRB stock | 37,681 |  | 820 |  | 8.76 | % | 34,613 |  | 601 |  | 6.99 | %
Total loans and leases, net of unearned income (2)(3) | 5,687,548 |  | 73,839 |  | 5.22 | % | 5,621,604 |  | 71,779 |  | 5.14 | %
Total interest-earning assets | 7,547,689 |  | 85,535 |  | 4.56 | % | 7,517,705 |  | 83,467 |  | 4.47 | %
Other assets | 262,372 |  |  |  | 283,420 |  |  |
Total assets | $ | 7,810,061 |  |  |  | $ | 7,801,125 |  |  |
LIABILITIES & EQUITY |  |  |  |  |  |
Deposits |  |  |  |  |  |
Interest-bearing deposits |  |  |  |  |  |
Interest bearing checking, savings, & money market | 3,498,746 |  | 15,754 |  | 1.81 | % | 3,546,216 |  | 15,036 |  | 1.71 | %
Time deposits | 987,348 |  | 9,530 |  | 3.88 | % | 988,891 |  | 9,398 |  | 3.82 | %
Total interest-bearing deposits | 4,486,094 |  | 25,284 |  | 2.27 | % | 4,535,107 |  | 24,434 |  | 2.17 | %
Federal funds purchased & securities sold under agreements to repurchase | 40,298 |  | 11 |  | 0.11 | % | 48,779 |  | 13 |  | 0.10 | %
Other borrowings | 688,611 |  | 8,992 |  | 5.25 | % | 622,951 |  | 8,061 |  | 5.21 | %
Total interest-bearing liabilities | 5,215,003 |  | 34,287 |  | 2.64 | % | 5,206,836 |  | 32,508 |  | 2.51 | %
Noninterest bearing deposits | 1,837,325 |  |  |  | 1,831,244 |  |  |
Accrued expenses and other liabilities | 94,764 |  |  |  | 96,292 |  |  |
Total liabilities | 7,147,092 |  |  |  | 7,134,373 |  |  |
Tompkins Financial Corporation Shareholders’ equity | 661,523 |  |  |  | 665,333 |  |  |
Noncontrolling interest | 1,446 |  |  |  | 1,419 |  |  |
Total equity | 662,969 |  |  |  | 666,752 |  |  |
Total liabilities and equity | $ | 7,810,061 |  |  |  | $ | 7,801,125 |  |  |
Interest rate spread |  |  | 1.91 | % |  |  | 1.95 | %
Net interest income (TE)/margin on earning assets |  | 51,248 |  | 2.73 | % |  | 50,959 |  | 2.73 | %
Tax Equivalent Adjustment |  | (295) |  |  |  | (284) |  |
Net interest income |  | $ | 50,953 |  |  |  | $ | 50,675 |  |

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Average Consolidated Statements of Condition and Net Interest Analysis (Unaudited)
| Quarter Ended | Quarter Ended
| June 30, 2024 | June 30, 2023
| Average |  |  | Average |  |
| Balance |  | Average | Balance |  | Average
(Dollar amounts in thousands) | (QTD) | Interest | Yield/Rate | (QTD) | Interest | Yield/Rate
ASSETS |  |  |  |  |  |
Interest-earning assets |  |  |  |  |  |
Interest-bearing balances due from banks | $ | 11,707 |  | $ | 184 |  | 6.33 | % | $ | 13,585 |  | $ | 183 |  | 5.40 | %
Securities (1) |  |  |  |  |  |
U.S. Government securities | 1,717,975 |  | 10,067 |  | 2.36 | % | 1,972,719 |  | 7,304 |  | 1.49 | %
State and municipal (2) | 89,518 |  | 566 |  | 2.55 | % | 92,194 |  | 590 |  | 2.57 | %
Other securities | 3,260 |  | 59 |  | 7.32 | % | 3,288 |  | 56 |  | 6.86 | %
Total securities | 1,810,753 |  | 10,692 |  | 2.38 | % | 2,068,201 |  | 7,950 |  | 1.54 | %
FHLBNY and FRB stock | 37,681 |  | 820 |  | 8.76 | % | 23,211 |  | 323 |  | 5.59 | %
Total loans and leases, net of unearned income (2)(3) | 5,687,548 |  | 73,839 |  | 5.22 | % | 5,304,717 |  | 63,709 |  | 4.82 | %
Total interest-earning assets | 7,547,689 |  | 85,535 |  | 4.56 | % | 7,409,714 |  | 72,165 |  | 3.91 | %
Other assets | 262,372 |  |  |  | 226,086 |  |  |
Total assets | $ | 7,810,061 |  |  |  | $ | 7,635,800 |  |  |
LIABILITIES & EQUITY |  |  |  |  |  |
Deposits |  |  |  |  |  |
Interest-bearing deposits |  |  |  |  |  |
Interest bearing checking, savings, & money market | 3,498,746 |  | 15,754 |  | 1.81 | % | 3,701,229 |  | 10,590 |  | 1.15 | %
Time deposits | 987,348 |  | 9,530 |  | 3.88 | % | 745,970 |  | 5,055 |  | 2.72 | %
Total interest-bearing deposits | 4,486,094 |  | 25,284 |  | 2.27 | % | 4,447,199 |  | 15,645 |  | 1.41 | %
Federal funds purchased & securities sold under agreements to repurchase | 40,298 |  | 11 |  | 0.11 | % | 56,083 |  | 15 |  | 0.11 | %
Other borrowings | 688,611 |  | 8,992 |  | 5.25 | % | 379,744 |  | 4,314 |  | 4.56 | %
Total interest-bearing liabilities | 5,215,003 |  | 34,287 |  | 2.64 | % | 4,883,026 |  | 19,974 |  | 1.64 | %
Noninterest bearing deposits | 1,837,325 |  |  |  | 2,004,560 |  |  |
Accrued expenses and other liabilities | 94,764 |  |  |  | 97,660 |  |  |
Total liabilities | 7,147,092 |  |  |  | 6,985,246 |  |  |
Tompkins Financial Corporation Shareholders’ equity | 661,523 |  |  |  | 649,097 |  |  |
Noncontrolling interest | 1,446 |  |  |  | 1,457 |  |  |
Total equity | 662,969 |  |  |  | 650,554 |  |  |
Total liabilities and equity | $ | 7,810,061 |  |  |  | $ | 7,635,800 |  |  |
Interest rate spread |  |  | 1.91 | % |  |  | 2.27 | %
Net interest income (TE)/margin on earning assets |  | 51,248 |  | 2.73 | % |  | 52,191 |  | 2.83 | %
Tax Equivalent Adjustment |  | (295) |  |  |  | (295) |  |
Net interest income |  | $ | 50,953 |  |  |  | $ | 51,896 |  |

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Average Consolidated Statements of Condition and Net Interest Analysis (Unaudited)
| Year to Date Period Ended | Year to Date Period Ended
| June 30, 2024 | June 30, 2023
| Average |  |  | Average |  |
| Balance |  | Average | Balance |  | Average
(Dollar amounts in thousands) | (YTD) | Interest | Yield/Rate | (YTD) | Interest | Yield/Rate
ASSETS |  |  |  |  |  |
Interest-earning assets |  |  |  |  |  |
Interest-bearing balances due from banks | $ | 11,955 |  | $ | 338 |  | 5.69 | % | $ | 13,161 |  | $ | 322 |  | 4.93 | %
Securities (1) |  |  |  |  |  |
U.S. Government securities | 1,737,049 |  | 20,370 |  | 2.36 | % | 2,002,846 |  | 14,728 |  | 1.48 | %
State and municipal (2) | 89,702 |  | 1,137 |  | 2.55 | % | 92,695 |  | 1,188 |  | 2.58 | %
Other securities | 3,269 |  | 119 |  | 7.32 | % | 3,286 |  | 110 |  | 6.70 | %
Total securities | 1,830,020 |  | 21,626 |  | 2.38 | % | 2,098,827 |  | 16,026 |  | 1.54 | %
FHLBNY and FRB stock | 36,147 |  | 1,421 |  | 7.90 | % | 19,998 |  | 623 |  | 6.29 | %
Total loans and leases, net of unearned income (2)(3) | 5,654,576 |  | 145,616 |  | 5.18 | % | 5,278,145 |  | 124,744 |  | 4.77 | %
Total interest-earning assets | 7,532,698 |  | 169,001 |  | 4.51 | % | 7,410,131 |  | 141,715 |  | 3.86 | %
Other assets | 272,895 |  |  |  | 224,671 |  |  |
Total assets | $ | 7,805,593 |  |  |  | $ | 7,634,802 |  |  |
LIABILITIES & EQUITY |  |  |  |  |  |
Deposits |  |  |  |  |  |
Interest-bearing deposits |  |  |  |  |  |
Interest bearing checking, savings, & money market | 3,522,481 |  | 30,790 |  | 1.76 | % | 3,767,032 |  | 19,230 |  | 1.03 | %
Time deposits | 988,119 |  | 18,928 |  | 3.85 | % | 710,119 |  | 8,596 |  | 2.44 | %
Total interest-bearing deposits | 4,510,600 |  | 49,718 |  | 2.22 | % | 4,477,151 |  | 27,826 |  | 1.25 | %
Federal funds purchased & securities sold under agreements to repurchase | 44,538 |  | 24 |  | 0.11 | % | 56,799 |  | 29 |  | 0.10 | %
Other borrowings | 655,781 |  | 17,053 |  | 5.23 | % | 325,052 |  | 7,111 |  | 4.41 | %
Total interest-bearing liabilities | 5,210,919 |  | 66,795 |  | 2.58 | % | 4,859,002 |  | 34,966 |  | 1.45 | %
Noninterest bearing deposits | 1,834,284 |  |  |  | 2,034,961 |  |  |
Accrued expenses and other liabilities | 95,529 |  |  |  | 99,905 |  |  |
Total liabilities | 7,140,732 |  |  |  | 6,993,868 |  |  |
Tompkins Financial Corporation Shareholders’ equity | 663,428 |  |  |  | 639,494 |  |  |
Noncontrolling interest | 1,433 |  |  |  | 1,440 |  |  |
Total equity | 664,861 |  |  |  | 640,934 |  |  |
Total liabilities and equity | $ | 7,805,593 |  |  |  | $ | 7,634,802 |  |  |
Interest rate spread |  |  | 1.93 | % |  |  | 2.41 | %
Net interest income (TE)/margin on earning assets |  | 102,206 |  | 2.73 | % |  | 106,749 |  | 2.90 | %
Tax Equivalent Adjustment |  | (578) |  |  |  | (607) |  |
Net interest income |  | $ | 101,628 |  |  |  | $ | 106,142 |  |

1 Average balances and yields on available-for-sale debt securities are based on historical amortized cost.
2 Interest income includes the tax effects of taxable-equivalent adjustments using an effective income tax rate of 21% in 2024 and 2023 to increase tax exempt interest income to taxable-equivalent basis.
3 Nonaccrual loans are included in the average asset totals presented above. Payments received on nonaccrual loans have been recognized as disclosed in Note 1 of the Company’s consolidated financial statements included in Part 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Net Interest Income
Net interest income is the Company’s largest source of revenue, and is dependent on the volume and composition of interest earning assets and interest-bearing liabilities and the level of market interest rates. The above tables show average interest-earning assets and interest-bearing liabilities, and the corresponding yield or cost associated with each.
Net interest income for the three and six months ended June 30, 2024, was down $943,000 or 1.8%, and $4.5 million, or 4.3%, respectively, from the same periods in 2023.
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Net interest margin for the three months ended June 30, 2024 was 2.73% compared to 2.83% for the same period in 2023. Net interest margin for the six months ended June 30, 2024 was 2.73% compared to 2.90% for the same period in 2023. The decrease in net interest margin for the three and six months ended June 30, 2024 compared to the same periods in 2023 was due to the impact of higher interest rates on funding, including customer migration to higher yielding deposit products, as well as higher average borrowings, partially offset by higher yields on average interest-earning assets and higher average loan balances.
The quarterly net interest margin of 2.73% for the second quarter of 2024 was unchanged from the quarterly net interest margin for the first quarter of 2024. The average cost of interest-bearing liabilities for the second quarter of 2024 was 2.64% compared to 2.51% for the first quarter of 2024, while the average yield on interest-earning assets was 4.56% and 4.47%, respectively, for the same periods in 2023.
Interest income for the three and six months ended June 30, 2024 was $51.0 million and $101.6 million, down 1.8% and 4.3%, respectively, compared to the same periods in 2023. For both the three and six months ended June 30, 2024 average yield on interest-earning assets increased 65 basis points over the same periods in 2023. Average interest-earning assets for the three and six months ended June 30, 2024, increased $138.0 million, or 1.9% and $122.6 million, or 1.7%, respectively, compared to the same periods in 2023.
Interest income on loans for the three and six months ended June 30, 2024, was up $10.1 million, or 15.9%, and $20.9 million, or 16.7% compared to the same periods in 2023, driven by higher average yields and higher average balances. The average yields on loans for the three and six months ended June 30, 2024 of 5.22% and 5.18% respectively, were up 40 and 41 basis points from the same periods in 2023. The increase in loan yields was a result of market-related increases in interest rates on new loans, a significant increase in variable and adjustable rate loan yields driven by rising market interest rates, including the prime rate, and new loan originations. For the three and six months ended June 30, 2024 average loan balances were up $382.8 million, or 7.2% and $376.4 million, or 7.1%, respectively, over the same periods of 2023.
Interest income on securities for the three and six months ended June 30, 2024, was up $2.8 million, or 35.1%, and $5.6 million or 35.6%, respectively, as compared to the same periods in 2023. The average yield on total securities for both the three and six months ended June 30, 2024, was up 84 basis points, respectively, over the same periods in 2023, while average balances for securities were down $257.4 million, or 12.4% and $268.8 million, or 12.8%, respectively, over the same periods in 2023. The increase in securities yields was driven by market interest rate increases and the repositioning of the investment portfolio through the sale of approximately $510.5 million of available-for-sale investment securities in the second and third quarters of 2023. The securities sold had an average yield of 0.86%, while the proceeds of the sale were largely reinvested into securities with an estimated average yield of approximately 5.09%.
Interest expense for the three months ended June 30, 2024 increased $14.3 million, or 71.7%, and increased $31.8 million, or 91.0% for the six month period ended June 30, 2024 compared to the same periods in 2023. The increase reflects higher average costs of funds and a shift in funding mix. The average cost of interest-bearing deposits for the three and six months ended June 30, 2024 was 2.27% and 2.22%, respectively, up 86 and 97 basis points, respectively, as compared to the same periods in 2023. Average interest-bearing deposits for the three and six months ended June 30, 2024, were up $38.9 million, or 0.9%, and $33.4 million, or 0.8%, respectively, from the same periods in 2023. Average noninterest bearing deposits were down $167.2 million, or 8.3% for the three months ended June 30, 2024 compared to the same period in 2023, and for the six months ended June 30, 2024 were down $200.7 million, or 9.9% compared to the same period in 2023. The average rate paid on other borrowings for the three and six months ended June 30, 2024 was up 69 basis points and 82 basis points, respectively, over the same periods in 2023. The increase in the cost of average borrowings was primarily the result of the greater utilization of comparatively higher rate overnight borrowings to support loan growth. Average other borrowings for the three and six months ended June 30, 2024 were up $308.9 million, or 81.3%, and up $330.7 million, or 101.8%, respectively, compared to the same periods in 2023.
Provision for Credit Losses
The provision for credit losses represents management’s estimate of the amount necessary to maintain the allowance for credit losses ("ACL") at an appropriate level. Provision for credit losses in the second quarter of 2024 was $2.2 million compared to $2.3 million for the second quarter of 2023. Provision for credit losses for the six months ended June 30, 2024 was $3.0 million compared to $1.4 million for the six months ended June 30, 2023. The provision for credit losses for the three and six months ended June 30, 2024 included a provision expense of $308,000 and $814,000, respectively, related to off-balance sheet credit exposures compared to a credit of $166,000 and an expense of $189,000, respectively, for the same periods in 2023. The increase in provision for credit losses for the six month period is mainly driven by loan growth, and increases in off-balance sheet reserves as a result of increase in commercial loan pipeline. The section captioned "Financial Condition – The Allowance for Credit Losses" below has further details on the allowance for credit losses and asset quality metrics.
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Noninterest Income
Noninterest income of $21.8 million and $43.9 million for the three and six months ended June 30, 2024, were up $9.2 million or 72.6% and $10.9 million or 33.0%, respectively, from the same periods in 2023. Noninterest income for the three and six months ended June 30, 2023, included a pre-tax loss on the sale of securities of $7.1 million.
Insurance commissions and fees, the largest component of noninterest income, were $9.1 million for the second quarter of 2024, an increase of 4.8% from the same period for the prior year. The increase in insurance commissions and fees in the second quarter of 2024 over the same period in 2023 was mainly due to property and casualty commission revenue attributed to new business, along with premium increases related to the change in general market conditions. For the first six months of 2024, insurance commissions and fees were up $1.2 million, or 6.4% compared to the same period in 2023. The increase in revenues for the six months ended June 30, 2024 compared to the same period in 2023 was mainly in personal lines, commercial lines, and contingency revenue driven by new business rate increases related to current market conditions and improved ratios as they relate to carrier profit sharing calculations.
Wealth management fees of $4.8 million in the second quarter of 2024 were up $171,000 or 3.7% compared to the second quarter of 2023. For the first six months of 2024, wealth management fees were up $599,000, or 6.5% compared to the same period in 2023. Wealth management fees include trust services, financial planning, wealth management services, and brokerage related services. The fair value of assets managed by, or in custody of, Tompkins was $3.1 billion at June 30, 2024, up $61.4 million or 2.0% from June 30, 2023. The increase in assets from prior year was mainly a result of positive market performance.
Service charges on deposits accounts for the three and six months ended June 30, 2024 are up $126,000 or 7.7% and $176,000 or 5.2% over the same periods in 2023. The increase was in service fees on personal and business accounts and net overdraft fees.
Card services income in the second quarter of 2024 was up $191,000, or 6.2% over the same three month period in 2023, and up $448,000, or 7.8% for the six months ended June 30, 2024 compared to the same period in 2023. The increase in the first six months of 2024 included a $255,000 sign-on bonus related to the renewal of a card services contract.
Other income of $2.8 million in the second quarter of 2024 was up $1.2 million or 74.8% compared to the same period in 2023. For the first six months of 2024, other income of $5.0 million was up $1.5 million, or 41.7% compared to the same period in 2023. The increase for the three and six months ended June 30, 2024 compared to the same period in 2023 was mainly due to higher earnings on bank owned life insurance (up $673,000 and $608,000), derivatives related income (up $142,000 and $496,000), and gains on sale of residential loans (up $213,000 and $249,000). The three and six months ended June 30, 2024 also included gains of $322,000 and $352,000, respectively, on the sale of certain customer accounts within the wealth management business.
Noninterest Expense
Noninterest expense of $49.9 million for the second quarter of 2024 and $99.8 million for the first six months of 2024 were down $2.0 million or 3.9% and $2.3 million, or 2.3%, respectively, compared to the same periods in 2023. Noninterest expense as a percentage of total revenue for the three and six months ended June 30, 2024 were 68.7% and 68.6% compared to 80.6% and 73.4% for the same period in 2023.
Expenses associated with compensation and benefits comprise the largest component of noninterest expense, representing 63.0% and 62.7% of total noninterest expense for the three and six months ended June 30, 2024, respectively. Total salaries, wages and benefits for the three and six months ended June 30, 2024, were down $520,000, or 1.6% and $665,000 or 1.1% from the same periods in 2023. The decrease was driven by a decrease in average full time equivalents as well as decreases in healthcare and incentive expense in the second quarter of 2024, partially offset by normal merit adjustments.
Other expense categories, not related to compensation and benefits, for the three and six months ended June 30, 2024 were down $1.5 million, or 7.5%, and $1.7 million, or 4.3%, respectively, from the same periods in 2023. Contributing to the decrease in other operating expenses for the three and six months ended June 30, 2024, compared to the same period in 2023 were the following: legal, down $308,000 or 48.5% and $504,000 or 47.8% respectively, travel and meetings, down $220,000 or 46.3% and $374,000 or 45.8% respectively; marketing expenses, down $594,000 or 35.2% and $723,000 or 25.9% respectively; and professional fees and consulting down $457,000 or 21.5% and $561,000 or 14.3% when compared to 2023. Offset by increases in FDIC insurance expense up $716,000 or 91.9% and $1.1 million or 58.4% respectively over the same period in 2023, driven by an increase in assessment rates.
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Income Tax Expense
The provision for income taxes was $4.9 million for an effective rate of 23.8% for the second quarter of 2024, compared to tax expense of $1.8 million and an effective rate of 17.3% for the same quarter in 2023. For the first six months of 2024, the provision for income taxes was $10.1 million for an effective rate of 23.6% compared to tax expense of $7.7 million and an effective rate of 21.6% for the same period in 2023. The increase in the effective tax rate for the three and six months ended June 30, 2024, compared to the same periods in 2023 is largely due to an increase in pre-tax income, driven primarily by the realized losses on the sale of certain available-for-sale debt securities recognized in the second quarter of 2023 and the anticipated retention of certain New York State tax benefits in 2023. The effective rates differ from the U.S. and state statutory rates primarily due to the effect of tax-exempt income from loans, securities and life insurance assets, and the income tax effects associated with stock based compensation.
The Company's banking subsidiary has an investment in a real estate investment trust that provides certain benefits on its New York State tax return for qualifying entities. A condition to claim the benefit is that the consolidated company has average assets of no more than $8.0 billion for the taxable year. The Company expects average assets to exceed the $8.0 billion threshold for the 2024 tax year. The Company will continue to monitor the consolidated average assets during 2024 to determine future eligibility.
FINANCIAL CONDITION
Total assets were $7.9 billion at June 30, 2024, up $49.8 million, or 0.6% from December 31, 2023. Total loans were up $155.9 million, or 2.8%, cash and cash equivalents were down $8.6 million, or 10.8% and total securities were down $99.2 million or 5.7% compared to December 31, 2023. Total deposits at June 30, 2024 were down $114.0 million, or 1.8% from December 31, 2023.
Securities
As of June 30, 2024, the Company’s securities portfolio was $1.6 billion, or 20.7% of total assets compared to $1.7 billion, or 22.1% of total assets at year end 2023. The decrease in total securities was mainly due to principal runoff and maturities of debt securities during the first six months of 2024. The following tables detail the composition of the securities portfolio:

Available-for-Sale Debt Securities |  |
| June 30, 2024 | December 31, 2023
(In thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value
U.S. Treasuries | $ | 114,808 |  | $ | 109,886 |  | $ | 114,418 |  | $ | 109,904 |
Obligations of U.S. Government sponsored entities | 442,952 |  | 422,677 |  | 472,286 |  | 456,458 |
Obligations of U.S. states and political subdivisions | 88,563 |  | 78,476 |  | 89,999 |  | 81,924 |
Mortgage-backed securities - residential, issued by |  |  |  |
U.S. Government agencies | 45,419 |  | 40,112 |  | 49,976 |  | 45,240 |
U.S. Government sponsored entities | 769,723 |  | 663,940 |  | 819,303 |  | 720,830 |
U.S. corporate debt securities | 2,500 |  | 2,367 |  | 2,500 |  | 2,294 |
Total available-for-sale debt securities | $ | 1,463,965 |  | $ | 1,317,458 |  | $ | 1,548,482 |  | $ | 1,416,650 |

Held-to-Maturity Debt Securities |  |
| June 30, 2024 | December 31, 2023
(In thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value
U.S. Treasuries | $ | 86,157 |  | $ | 73,976 |  | $ | 86,266 |  | $ | 75,215 |
Obligations of U.S. Government sponsored entities | 226,273 |  | 190,612 |  | 226,135 |  | 192,240 |
Total held-to-maturity debt securities | $ | 312,430 |  | $ | 264,588 |  | $ | 312,401 |  | $ | 267,455 |

As of June 30, 2024, the available-for-sale debt securities portfolio had net unrealized losses, which reflects the amount that the amortized cost exceeds fair value, of $146.5 million compared to net unrealized losses of $131.8 million at December 31, 2023. The increase in unrealized losses related to the available-for-sale debt securities portfolio reflects interest rate volatility in the
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market, the volume and rates associated with the securities purchases and maturities in 2024. Management’s policy is to purchase investment grade securities that on average have relatively short duration, which helps mitigate interest rate risk and provides sources of liquidity without significant risk to capital.
The Company evaluates available-for-sale and held-to-maturity debt securities in an unrealized loss position to determine whether the decline in the fair value below the amortized cost basis (impairment) is the result of changes in interest rates or reflects a fundamental change in the credit worthiness of the underlying issuer. Any impairment that is not credit related is recognized in other comprehensive income (loss), net of applicable taxes. Credit-related impairment is recognized as an ACL on the Statement of Condition, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Both the ACL and the adjustment to net income may be reversed if conditions change.
The Company determined that at June 30, 2024, all impaired available-for-sale and held-to-maturity debt securities were impaired because of changes in interest rates and levels of market liquidity, relative to when the investment securities were purchased, and not due to the credit worthiness of the underlying issuers. The Company does not have the intent to sell these securities and does not believe it is more likely than not that the Company will be required to sell these securities before a recovery of amortized cost. Therefore, the Company carried no ACL at June 30, 2024 and there was no credit loss expense recognized by the Company with respect to the securities portfolio during the three and six months ended June 30, 2024.

Loans and Leases |  |
Loans and leases as of the end of the second quarter and prior year-end period were as follows:
(In thousands) | 06/30/2024 | 12/31/2023
Commercial and industrial |  |
Agriculture | $ | 92,965 |  | $ | 101,211 |
Commercial and industrial other | 773,767 |  | 721,890 |
PPP loans | 254 |  | 404 |
Subtotal commercial and industrial | 866,986 |  | 823,505 |
Commercial real estate |  |
Construction | 337,361 |  | 303,406 |
Agriculture | 210,168 |  | 221,670 |
Commercial real estate other | 2,664,214 |  | 2,587,591 |
Subtotal commercial real estate | 3,211,743 |  | 3,112,667 |
Residential real estate |  |
Home equity | 194,096 |  | 188,316 |
Mortgages | 1,377,376 |  | 1,373,275 |
Subtotal residential real estate | 1,571,472 |  | 1,561,591 |
Consumer and other |  |
Indirect | 461 |  | 841 |
Consumer and other | 102,591 |  | 96,942 |
Subtotal consumer and other | 103,052 |  | 97,783 |
Leases | 13,429 |  | 15,383 |
Total loans and leases | 5,766,682 |  | 5,610,929 |
Less: unearned income and deferred costs and fees | (4,818) |  | (4,994) |
Total loans and leases, net of unearned income and deferred costs and fees | $ | 5,761,864 |  | $ | 5,605,935 |

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The below table shows a more detailed break-out of commercial real estate ("CRE") loans as of June 30, 2024 and December 31, 2023:

| 06/30/2024 | 12/31/2023
(In thousands) | Balance | % CRE | Balance | % CRE
Construction | $ | 337,361 |  | 10.50 | % | $ | 303,406 |  | 9.75 | %
Multi-family/Single family real estate | 620,244 |  | 19.31 | % | 603,118 |  | 19.38 | %
Agriculture | 210,168 |  | 6.54 | % | 221,670 |  | 7.12 | %
Retail 1 | 429,950 |  | 13.39 | % | 425,871 |  | 13.68 | %
Hotels/motels | 185,355 |  | 5.77 | % | 167,408 |  | 5.38 | %
Office space 2 | 234,337 |  | 7.30 | % | 236,721 |  | 7.61 | %
Industrial 3 | 222,201 |  | 6.92 | % | 215,459 |  | 6.92 | %
Mixed Use | 361,452 |  | 11.25 | % | 349,985 |  | 11.24 | %
Medical 4 | 135,963 |  | 4.23 | % | 138,057 |  | 4.44 | %
Other | 474,712 |  | 14.79 | % | 450,972 |  | 14.49 | %
Total | $ | 3,211,743 |  | 100.00 | % | $ | 3,112,667 |  | 100.00 | %
1 Retail includes 2.77% and 2.88%, respectively, of owner occupied real estate at June 30, 2024 and December 31, 2023.
2 Office space includes 1.39% and 1.42%, respectively, of owner occupied real estate at June 30, 2024 and December 31, 2023.
3 Industrial includes 2.04% and 2.16%, respectively, of owner occupied real estate at June 30, 2024 and December 31, 2023.
4 Medical includes 2.54% and 2.69%, respectively, of owner occupied real estate at June 30, 2024 and December 31, 2023.

Total loans and leases of $5.8 billion at June 30, 2024 were up $155.9 million, or 2.8% from December 31, 2023, mainly in the commercial real estate and commercial and industrial loan portfolios. As of June 30, 2024, total loans and leases represented 73.2% of total assets compared to 71.7% of total assets at December 31, 2023.
Residential real estate loans, including home equity loans, were $1.6 billion at June 30, 2024, up $9.9 million, or 0.6% compared to December 31, 2023, and comprised 27.3% of total loans and leases at June 30, 2024.
The Company may sell residential real estate loans in the secondary market based on interest rate considerations. The Company's Asset/Liability Committee meets regularly and establishes standards for selling and retaining residential real estate mortgage originations. These residential real estate loans are generally sold to Federal Home Loan Mortgage Corporation ("FHLMC") or State of New York Mortgage Agency ("SONYMA") without recourse in accordance with standard secondary market loan sale agreements. These residential real estate loans also are subject to customary representations and warranties made by the Company, including representations and warranties related to gross incompetence and fraud. The Company has not had to repurchase any loans as a result of these representations and warranties.
During the first six months of 2024 and 2023, the Company sold residential loans totaling $8.2 million and $2.1 million, respectively, recognizing gains of $314,000 and $65,000, respectively. These residential real estate loans were sold without recourse in accordance with standard secondary market loan sale agreements. When residential mortgage loans are sold, the Company typically retains all servicing rights, which provides the Company with a source of fee income. Mortgage servicing rights totaled $949,000 at June 30, 2024, and $927,000 at December 31, 2023.
Commercial real estate loans and commercial and industrial loans totaled $3.2 billion and $867.0 million, respectively, and represented 55.7% and 15.0%, respectively, of total loans and leases as of June 30, 2024. The commercial real estate portfolio was up $99.1 million, or 3.2% compared to December 31, 2023, while commercial and industrial loans were up $43.5 million, or 5.3% compared to December 31, 2023.
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As of June 30, 2024, agriculturally-related loans totaled $303.1 million, or 5.3% of total loans and leases, compared to $322.9 million, or 5.8% of total loans and leases at December 31, 2023. Agriculturally-related loans include loans to dairy farms and crop farms. Agriculturally-related loans are primarily made based on identified cash flows of the borrower with consideration given to underlying collateral, personal guarantees, and government related guarantees. Agriculturally-related loans are generally secured by the assets or property being financed or other business assets such as accounts receivable, livestock, equipment or commodities/crops.
The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. Management reviews these policies and procedures on a regular basis. The Company discussed its lending policies and underwriting guidelines for its various lending portfolios in Note 4 – "Loans and Leases" in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes in these policies and guidelines since the date of that report. The Company’s Board of Directors approves the lending policies at least annually. The Company recognizes that exceptions to policy guidelines may occasionally occur and has established procedures for approving exceptions to these policy guidelines. Management has also implemented reporting systems to monitor loan originations, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans.
The Company’s loan and lease customers are located primarily in the New York and Pennsylvania communities served by its subsidiary bank. Although operating in numerous communities in New York and Pennsylvania, the Company is still dependent on the general economic conditions of these states and the local economic conditions of the communities within those states in which the Company does business.
The Allowance for Credit Losses
The below table represents the allowance for credit losses as of June 30, 2024 and December 31, 2023. The table provides, as of the dates indicated, an allocation of the allowance for credit losses for inherent loan losses by type. The allocation is neither indicative of the specific amounts or the loan categories in which future charge-offs may occur, nor is it an indicator of future loss trends. The allocation of the allowance for credit losses to each category does not restrict the use of the allowance to absorb losses in any category.

(In thousands) | 6/30/2024 | 12/31/2023
Allowance for credit losses |  |
Commercial and industrial | $ | 7,412 |  | $ | 6,667 |
Commercial real estate | 32,559 |  | 31,581 |
Residential real estate | 11,569 |  | 11,700 |
Consumer and other | 1,451 |  | 1,557 |
Finance leases | 68 |  | 79 |
Total | $ | 53,059 |  | $ | 51,584 |

As of June 30, 2024, the total allowance for credit losses was $53.1 million, up $1.5 million, or 2.9% compared to December 31, 2023. The allowance for credit losses as a percentage of total loans measured 0.92% at June 30, 2024 and December 31, 2023. The increase in the allowance for credit losses from year-end 2023 reflects loan growth, mainly in commercial real estate and commercial loans, and changes in asset quality. Additional reserves totaling approximately $553,000 were added for two commercial relationships that were individually evaluated for impairment.
Asset quality measures at June 30, 2024 were generally favorable compared with December 31, 2023. Loans internally-classified Special Mention or Substandard were down $6.9 million, or 5.6% compared to December 31, 2023. Nonperforming loans and leases were in line with year end 2023 and represented 1.08% of total loans at June 30, 2024 compared to 1.11% at December 31, 2023. The allowance for credit losses covered 84.94% of nonperforming loans and leases at June 30, 2024, compared to 82.84% at December 31, 2023.
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Activity in the Company’s allowance for credit losses during the first six months of 2024 and 2023 is illustrated in the table below:

Analysis of the Allowance for Credit Losses
(In thousands) | 6/30/2024 | 6/30/2023
Average loans outstanding during period | $ | 5,654,576 |  | $ | 5,278,145 |
Allowance at beginning of year, prior to adoption of ASU 2016-13 | 51,584 |  | 45,934 |
Impact of adopting ASU 2016-13 | 0 |  | 64 |
Balance of allowance at beginning of year | 51,584 |  | 45,998 |
LOANS CHARGED-OFF: |  |
Commercial and industrial | 30 |  | 0 |
Residential real estate | 0 |  | 2 |
Consumer and other | 1,071 |  | 275 |
Total loans charged-off | $ | 1,101 |  | $ | 277 |
RECOVERIES OF LOANS PREVIOUSLY CHARGED-OFF: |  |
Commercial and industrial | 18 |  | 59 |
Commercial real estate | 3 |  | 1,237 |
Residential real estate | 125 |  | 178 |
Consumer and other | 218 |  | 111 |
Total loans recovered | $ | 364 |  | $ | 1,585 |
Net loans charged-off (recovered) | 737 |  | (1,308) |
Provision for credit losses related to loans | 2,212 |  | 1,239 |
Balance of allowance at end of period | $ | 53,059 |  | $ | 48,545 |
Allowance for credit losses as a percentage of total loans and leases | 0.92 | % | 0.91 | %
Annualized net charge-offs (recoveries) on loans to average total loans and leases during the period | 0.03 | % | (0.05) | %

As of June 30, 2024, the allowance for credit losses was $53.1 million and 0.92% of total loans and leases, compared to $51.6 million and 0.92% of total loans and leases at December 31, 2023 and $48.5 million and 0.91% of total loans and leases at June 30, 2023.
The provision for credit losses for loans was $1.9 million for the three months ended June 30, 2024, compared to $2.4 million for the same period in 2023. For the six month period ended June 30, 2024, the provision for credit losses for loans was $2.2 million compared to $1.2 million for the same period in 2023. The provision expense for credit losses for loans is based upon the Company's quarterly evaluation of the appropriateness of the allowance for credit losses. The increase in provision for credit losses for the six month period ended June 30, 2024 is mainly driven by loan growth, increases in off-balance sheet reserves as a result of increase in commercial loan pipeline, and the additional reserves for two commercial relationships that were individually evaluated for impairment.
Net loan and lease charge-offs for the six months ended June 30, 2024 were $737,000 compared to net recoveries of $1.3 million for the same period in 2023. The recoveries in the first six months of 2023 were largely related to one commercial relationship.
Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
Financial instruments include off-balance sheet credit instruments, such as commitments to make loans, and commercial letters of credit. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded. The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancellable, through a charge to credit loss expense for off-balance sheet credit exposures included in provision for credit loss expense in the Company's consolidated statements of income.
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For the three months ended June 30, 2024, the provision for credit losses for off-balance sheet credit exposures was $308,000 compared to provision credit of $166,000 for the same period in 2023. For the six month period ended June 30, 2024, the provision for credit losses for off-balance sheet credit exposures was $814,000 compared to $189,000 for the same period in 2023. The increase in 2024 over 2023 was largely driven by an increase in commercial loan pipeline.

Analysis of Past Due and Nonperforming Loans |  |  |
(In thousands) | 6/30/2024 | 12/31/2023 | 6/30/2023
Loans 90 days past due and accruing |  |  |
Commercial and industrial | $ | 0 |  | $ | 0 |  | $ | 0 |
Commercial real estate | 0 |  | 0 |  | 0 |
Residential real estate | 0 |  | 0 |  | 7 |
Consumer and other | 215 |  | 101 |  | 27 |
Total loans 90 days past due and accruing | $ | 215 |  | $ | 101 |  | $ | 34 |
Nonaccrual loans |  |  |
Commercial and industrial | $ | 2,921 |  | $ | 2,273 |  | $ | 3,146 |
Commercial real estate | 44,104 |  | 44,450 |  | 11,655 |
Residential real estate | 15,011 |  | 15,172 |  | 16,209 |
Consumer and other | 217 |  | 270 |  | 323 |
Total nonaccrual loans | $ | 62,253 |  | $ | 62,165 |  | $ | 31,333 |
Total nonperforming loans and leases | $ | 62,468 |  | $ | 62,266 |  | $ | 31,367 |
Other real estate owned | 80 |  | 131 |  | 36 |
Total nonperforming assets | $ | 62,548 |  | $ | 62,397 |  | $ | 31,403 |
Allowance as a percentage of nonperforming loans and leases | 84.94 | % | 82.84 | % | 154.76 | %
Total nonperforming loans and leases as percentage of total loans and leases | 1.08 | % | 1.11 | % | 0.59 | %
Total nonperforming assets as percentage of total assets | 0.79 | % | 0.80 | % | 0.41 | %

Nonperforming assets include loans past due 90 days and accruing, nonaccrual loans, and foreclosed real estate/other real estate owned. Total nonperforming assets of $62.5 million at June 30, 2024 were down $151,000, or 0.2% compared to December 31, 2023, and up $31.1 million, or 99.2% compared to June 30, 2023. The increase in nonperforming loans for the six month period in 2024 compared to the same period in 2023 was mainly due to the addition of one relationship with two commercial real estate properties totaling approximately $33.3 million included in the office space and mixed use properties portion of the commercial real estate portfolio during the fourth quarter of 2023. Nonperforming assets represented 0.79% of total assets at June 30, 2024, down from 0.80% at December 31, 2023, and up from 0.41% at June 30, 2023. Our peer group's average ratio of nonperforming assets to total assets was 0.42% at March 31, 2024.
The Company adopted ASU 2022-02 Financial Instruments - Credit Losses (Topic 326), effective January 1, 2023. This standard eliminated the previous trouble debt restructuring accounting model and replaced it with guidance and disclosure requirements for identifying modifications to loans to borrowers experiencing financial difficulty. Modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal or interest forgiveness, forbearances, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. At June 30, 2024, the Company had $4.1 million of modifications to borrowers experiencing financial difficulty.
In general, the Company places a loan on nonaccrual status if principal or interest payments become 90 days or more past due and/or management deems the collectability of the principal and/or interest to be in question, as well as when required by applicable regulations. Although in nonaccrual status, the Company may continue to receive payments on these loans. These payments are generally recorded as a reduction to principal, and interest income is recorded only after principal recovery is reasonably assured.
The ratio of the allowance to nonperforming loans and leases (loans past due 90 days and accruing, nonaccrual loans and restructured troubled debt) was 84.94% at June 30, 2024, compared to 82.84% at December 31, 2023, and 154.76% at June 30, 2023. The Company’s nonperforming loans and leases are mostly comprised of collateral dependent loans with limited exposure or loans that require limited specific reserve due to the level of collateral available with respect to these loans and/or previous charge-offs.
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The Company, through its internal loan review function, identified 15 commercial relationships from the loan portfolio totaling $23.3 million at June 30, 2024, that were potential problem loans. At December 31, 2023, the Company had identified 17 relationships totaling $26.0 million that were potential problem loans. Of the 15 relationships at June 30, 2024 that were Substandard, there were 3 relationships that equaled or exceeded $1.0 million, which in aggregate totaled $19.9 million, the largest of which was $16.4 million. The Company continues to monitor these potential problem relationships; however, management cannot predict the extent to which changing economic conditions or other factors may further impact borrowers. These loans remain in a performing status due to a variety of factors, including payment history, the value of collateral supporting the credits, and personal or government guarantees. These factors, when considered in the aggregate, give management reason to believe that the current risk exposure on these loans does not warrant accounting for these loans as nonperforming. However, these loans do exhibit certain risk factors, which have the potential to cause them to become nonperforming. Accordingly, management's attention is focused on these credits, which are reviewed on at least a quarterly basis.
Capital
Total equity was $676.1 million at June 30, 2024, an increase of $6.2 million, or 0.9% from December 31, 2023.
Additional paid-in capital increased by $1.5 million, or 0.5%, from $297.2 million at December 31, 2023, to $298.6 million at June 30, 2024. The increase was primarily attributable to $1.7 million related to stock-based compensation; partially offset by $228,000 of deferred director compensation.
Retained earnings increased by $15.1 million, or 3.0% from $501.5 million at December 31, 2023, to $516.6 million at June 30, 2024, mainly reflecting a net income of $32.6 million for the year-to-date period ended June 30, 2024 and dividends of $17.4 million.
Accumulated other comprehensive loss increased from a net loss of $125.0 million at December 31, 2023, to a net loss of $135.7 million at June 30, 2024, reflecting a $11.1 million increase in unrealized losses on available-for-sale debt securities due to changes in market interest rates; and a $414,000 decrease related to post-retirement benefit plan.
Cash dividends paid in the first six months of 2024 totaled approximately $17.4 million, or $1.21 per common share, representing 53.5% of year to date 2024 earnings through June 30, 2024, flat compared to cash dividends of $17.4 million, or $1.20 per common share paid in the first six months of 2023. Cash dividends per share during the first six months of 2024 were up 0.8% over the same period in 2023.
The Company and its subsidiary bank are subject to various regulatory capital requirements administered by Federal bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on the Company’s business, results of operation and financial condition. Under capital adequacy guidelines and the regulatory framework for prompt corrective action (PCA), banks must meet specific guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. Capital amounts and classifications of the Company and its subsidiary banks are also subject to qualitative judgments by regulators concerning components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the maintenance of minimum amounts and ratios of common equity Tier 1 capital, Total capital and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. Management believes that the Company and its subsidiary bank meet all capital adequacy requirements to which they are subject.
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The following table provides a summary of the Company’s capital ratios as of June 30, 2024:

Regulatory Capital Analysis
June 30, 2024 | Actual | Minimum Capital Required - Basel III Fully Phased-In | Well Capitalized Requirement
(dollar amounts in thousands) | Amount | Ratio | Amount | Ratio | Amount | Ratio
Total Capital (to risk weighted assets) | $ | 774,060 |  | 13.26 | % | $ | 613,166 |  | 10.50 | % | $ | 583,967 |  | 10.00 | %
Tier 1 Capital (to risk weighted assets) | 716,453 |  | 12.27 | % | 496,372 |  | 8.50 | % | 467,174 |  | 8.00 | %
Tier 1 Common Equity (to risk weighted assets) | 716,453 |  | 12.27 | % | 408,777 |  | 7.00 | % | 379,579 |  | 6.50 | %
Tier 1 Capital (to average assets) | 716,453 |  | 9.15 | % | 313,107 |  | 4.00 | % | 391,384 |  | 5.00 | %

As of June 30, 2024, the Company’s capital ratios exceeded the minimum required capital ratios plus the fully phased-in capital conservation buffer, and the minimum required capital ratios for well capitalized institutions. The capital levels required to be considered well capitalized, presented in the above table, are based upon prompt corrective action regulations, as amended to reflect the changes under Basel III Capital Rules.
Total capital as a percent of risk weighted assets decreased to 13.3% at June 30, 2024, compared with 13.4% at December 31, 2023. Tier 1 capital as a percent of risk weighted assets declined to 12.3% at June 30, 2024 compared to 12.4% at December 31, 2023. Tier 1 capital as a percent of average assets was 9.2% at June 30, 2024, up from 9.1% as of December 31, 2023. Common equity Tier 1 capital was 12.3% at June 30, 2024, down from 12.4% at December 31, 2023.
As of June 30, 2024, the capital ratios for the Company’s subsidiary bank also exceeded the minimum required capital ratios for well capitalized institutions, plus the fully phased-in capital conservation buffer.
In 2020, U.S. Federal regulatory authorities issued an interim final rule that provides banking organizations that adopted CECL during the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during the initial two-year delay (i.e., a five-year transition in total). In connection with our adoption of CECL on January 1, 2020, we elected to utilize the five-year CECL transition.
Deposits and Other Liabilities
Total deposits of $6.3 billion at June 30, 2024 were down $114.0 million or 1.8% compared to December 31, 2023, and were down $168.8 million, or 2.6% from June 30, 2023. The decrease from year-end 2023 was in noninterest-bearing deposits, which were down $63.4 million or 3.3%; money market and savings, which were down $31.8 million or 0.9%; and time deposits, which were down $18.7 million, or 1.9%,
The most significant source of funding for the Company is core deposits. The Company defines core deposits as total deposits less time deposits of $250,000 or more, brokered deposits, municipal money market deposits, and reciprocal deposit relationships with municipalities. Core deposits decreased by $67.2 million, or 1.3% from year-end 2023, to $5.1 billion at June 30, 2024. Core deposits at June 30, 2024 were down $161.3 million, or 3.1% from June 30, 2023. Core deposits represented 81.5% of total deposits at June 30, 2024, compared to 81.1% of total deposits at December 31, 2023 and 81.9% at June 30, 2023.
The Company uses both retail and wholesale repurchase agreements. Retail repurchase agreements are arrangements with local customers of the Company, in which the Company agrees to sell securities to the customer with an agreement to repurchase those securities at a specified later date. Retail repurchase agreements totaled $36.0 million at June 30, 2024, and $51.0 million at December 31, 2023. Management generally views retail repurchase agreements as an alternative to large time deposits.
The Company’s other borrowings totaled $773.6 million at June 30, 2024, up $171.5 million, or 28.5% from $602.1 million at December 31, 2023. Borrowings at June 30, 2024 consisted of $454.3 million in overnight FHLB advances and $319.3 million of FHLB term advances, compared to $477.1 million in FHLB overnight advances and $125.0 million of FHLB term advances at year end 2023. Of the $319.3 million in FHLB term advances at June 30, 2024, $254.3 million is due to mature in less than one year and $65.0 million is due to mature in over one year.
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Liquidity
The objective of liquidity management is to ensure the availability of adequate funding sources to satisfy the demand for credit, deposit withdrawals, and business investment opportunities. The Company’s large, stable core deposit base and strong capital position are the foundation for the Company’s liquidity position. The Company uses a variety of resources to meet its liquidity needs, which include deposits, cash and cash equivalents, short-term investments, cash flow from lending and investing activities, repurchase agreements, and borrowings. The Company’s Asset/Liability Management Committee monitors asset and liability positions of the Company’s subsidiary bank individually and on a combined basis. The Committee reviews periodic reports on liquidity and interest rate sensitivity positions. Comparisons with industry and peer groups are also monitored. The Company’s strong reputation in the communities it serves, along with its strong financial condition, provides access to numerous sources of liquidity as described below. Management believes these diverse liquidity sources provide sufficient means to meet all demands on the Company’s liquidity that are reasonably likely to occur. Management measures liquidity, including the level of cash, unencumbered securities, and the availability of dependable borrowing sources. The Board has set a policy limit stating that reliable sources of liquidity should remain in excess of 6% of total assets. The ratio was 17.3% at June 30, 2024 compared to 18.3% of assets at December 31, 2023.
Core deposits, discussed above under "Deposits and Other Liabilities", are a primary and low cost funding source obtained primarily through the Company’s branch network. In addition to core deposits, the Company uses non-core funding sources to support asset growth. These non-core funding sources include time deposits of $250,000 or more, municipal money market deposits, reciprocal deposits, bank borrowings, securities sold under agreements to repurchase and overnight and term advances from the FHLB. Rates and terms are the primary determinants of the mix of these funding sources. Non-core funding sources of $2.0 billion at June 30, 2024 increased $109.8 million, or 5.9% as compared to December 31, 2023. Non-core funding sources, as a percentage of total liabilities, were 27.4% at June 30, 2024, compared to 26.1% at December 31, 2023.
Non-core funding sources may require securities to be pledged against the underlying liability. Securities held with a carrying value of $1.1 billion at June 30, 2024 and $1.0 billion at December 31, 2023, were either pledged or sold under agreements to repurchase. Pledged securities represented 59.1% of total securities at June 30, 2024, compared to 54.8% of total securities at December 31, 2023.
Cash and cash equivalents totaled $70.9 million as of June 30, 2024 which decreased from $79.5 million at December 31, 2023. Short-term investments, consisting of securities due in one year or less, increased from $98.7 million at December 31, 2023, to $143.2 million at June 30, 2024.
Cash flow from the loan and investment portfolios provides a significant source of liquidity. These assets may have stated maturities in excess of one year, but have monthly principal reductions. Total mortgage-backed securities, at fair value, were $704.1 million at June 30, 2024 compared with $766.1 million at December 31, 2023. Outstanding principal balances of residential mortgage loans, consumer loans, and leases totaled approximately $1.7 billion at June 30, 2024, up $13.2 million, or 0.8% compared with December 31, 2023. Aggregate amortization from monthly payments on these assets provides significant additional cash flow to the Company.
The Company's liquidity is enhanced by ready access to national and regional wholesale funding sources including Federal funds purchased, repurchase agreements, brokered deposits, and FHLB advances. Through its subsidiary bank, the Company has borrowing relationships with the FHLB and correspondent banks, which provide secured and unsecured borrowing capacity. As members of the FHLB, the Company can use certain unencumbered mortgage-related assets and securities to secure borrowings from the FHLB. At June 30, 2024, the established borrowing capacity with the FHLB was $1.4 billion, or 17.3% of total assets, with available unencumbered mortgage-related assets of $661.8 million. Additional assets may also qualify as collateral for FHLB advances, upon approval of the FHLB. Through various programs at the Federal Reserve Bank, the Company has the ability to use certain unencumbered mortgage-related assets and securities to secure borrowings from the Federal Reserve Bank's Discount Window. At June 30, 2024 the available borrowing capacity with the Federal Reserve Bank was $137.7 million, secured by loans. In addition to the available borrowing lines at the FHLB and Federal Reserve Bank, the Company maintains $553.3 million of unencumbered securities which could be pledged to further enhance secured borrowing capacity.
Non-GAAP Disclosure
The following table includes disclosure of non-GAAP financial measures. Tangible common equity, a non-GAAP financial measure, is total stockholders' equity less intangible assets. Tangible book value per share, a non-GAAP financial measure, is tangible equity divided by total shares issued and outstanding. These measures adjust common equity per share to exclude the effects of goodwill and intangible amortization expense on earnings, equity, and capital. The Company believes the non-GAAP measures provide meaningful comparisons of our underlying operational performance and facilitate management's and investors' assessments of business and performance trends in comparison to others in the financial services industry. These non-
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GAAP financial measures should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with GAAP. Tangible book value per share as presented herein may be different from non-GAAP financial measures used by other companies, and may not be comparable to similarly titled measures reported by other companies.

Reconciliation of Tangible Book Value Per Share (non-GAAP) to Common Equity Book Value Per Share (GAAP)
| Quarter-Ended | Year-ended
(In thousands, except share and per share data) | 06/30/2024 | 12/31/2023
Total common equity | $ | 674,630 |  | $ | 668,522 |
Less: Goodwill and intangibles | 93,847 | 94,003 |
Tangible common equity (Non-GAAP) | 580,783 | 574,519 |
Ending shares outstanding | 14,395,204 |  | 14,405,920 |
Common equity per share | $ | 46.86 |  | $ | 46.41 |
Tangible book value per share (Non-GAAP) | $ | 40.35 |  | $ | 39.88 |

Item 3. Quantitative and Qualitative Disclosure About Market Risk
Interest rate risk is the primary market risk category associated with the Company’s operations. Interest rate risk refers to the volatility of earnings caused by changes in interest rates. The Company manages interest rate risk using income simulation to measure interest rate risk inherent in its on-balance sheet and off-balance sheet financial instruments at a given point in time. The simulation models are used to estimate the potential effect of interest rate shifts on net interest income for future periods. Each quarter the Company’s Asset/Liability Management Committee reviews the simulation results to determine whether the exposure of net interest income to changes in interest rates remains within Board-approved levels. The Committee also considers strategies to manage this exposure and incorporates these strategies into the investment and funding decisions of the Company. The Company uses derivatives to manage various risks and to accommodate the business requirements of its customers. Additional information on derivatives is available in "Note 14 Derivatives and Hedging Activities" in the Notes to Consolidated Financial Statements in Part I, "Financial Statements" of this Report on Form 10-Q.
The Company’s Board of Directors has set a policy that interest rate risk exposure will remain within a range whereby net interest income will not decline by more than 10% in one year as a result of a 100 basis point parallel change in rates. Based upon the most recent simulation analysis performed as of May 31, 2024, a 200 basis point parallel upward change in interest rates over a one-year time frame would result in a one-year decrease in net interest income from the base case of approximately 5.6%, while a 200 basis point parallel decline in interest rates over a one-year period would result in a one year increase in net interest income of 5.6% from the base case. This simulation assumes no balance sheet growth, no changes in balance sheet mix, deposit rates move in a manner that reflects the historical relationship between deposit rate movement and changes in Federal funds rate, and no management action to address balance sheet mismatches.
The decrease in net interest income in the rising rate scenario is a result of the balance sheet showing a more liability sensitive position over a one-year time horizon. As such, in the short-term net interest income is expected to trend slightly below the base assumption, as upward adjustments to rate sensitive deposits and short-term funding outpace increases to asset yields which are concentrated in intermediate to longer-term products. As intermediate and longer-term assets continue to reprice/adjust into higher rate environment and funding costs stabilize, the simulation shows net interest income is expected to trend upwards.
The down 200 basis point scenario increases net income in the first year as a result of the Company's assets repricing downward to a lesser degree than the rates on the Company's interest-bearing liabilities, mainly deposits and overnight borrowings. The model assumes that prepayments accelerate in the down interest rate environment resulting in additional pressure on asset yields as proceeds are reinvested at lower rates.
The most recent simulation of a base case scenario, which in addition to the above assumptions, also assumes interest rates remain unchanged from the date of the simulation, reflects net interest income trending higher over the next 24 months, with a 12% increase in net interest income in year two of the simulation as compared to year one.
Although the simulation model is useful in identifying potential exposure to interest rate movements, actual results may differ from those modeled as the repricing, maturity, balance sheet mix, and prepayment characteristics of financial instruments may change to a different degree than modeled. In addition, the model does not reflect actions that management may employ to manage the Company's interest rate risk exposure. The Company’s current liquidity profile, capital position, and growth
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prospects, offer a level of flexibility for management to take actions that could offset some of the negative effects of unfavorable movements in interest rates. Management believes the current exposure to changes in interest rates is not significant in relation to the earnings and capital strength of the Company.
In addition to the simulation analysis, management uses an interest rate gap measure. The table below is a Condensed Static Gap Report, which illustrates the anticipated repricing intervals of assets and liabilities as of June 30, 2024. The Company’s one-year net interest rate gap was a negative $749.8 million, or 9.53% of total assets at June 30, 2024, compared with a negative $836.6 million, or 10.70% of total assets at December 31, 2023. A negative gap position exists when the amount of interest-bearing liabilities maturing or repricing exceeds the amount of interest-earning assets maturing or repricing within a particular time period. This analysis suggests that the Company’s net interest income contains a higher degree of risk in a rising rate environment over the next 12 months. An interest rate gap measure could be affected by external factors such as a rise or decline in interest rates, loan or securities prepayments, and deposit withdrawals.

Condensed Static Gap - June 30, 2024 | Repricing Interval |
(In thousands) | Total | 0-3 months | 3-6 months | 6-12 months | Cumulative 12 months
Interest-earning assets 1 | $ | 7,590,985 |  | $ | 1,261,139 |  | $ | 339,435 |  | $ | 623,907 |  | $ | 2,224,481 |
Interest-bearing liabilities | 5,241,957 |  | 2,442,785 |  | 249,776 |  | 281,729 |  | 2,974,290 |
Net gap position |  | $ | (1,181,646) |  | $ | 89,659 |  | $ | 342,178 |  | $ | (749,809) |
Net gap position as a percentage of total assets | (15.02) | % | 1.14 | % | 4.35 | % | (9.53) | %

1 Balances of available securities are shown at amortized cost
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2024.
Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report on Form 10-Q, the Company's disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reportin g
There were no changes in the Company's internal control over financial reporting that occurred during the quarter ended June 30, 2024, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is subject to various claims and legal actions that arise in the ordinary course of conducting business. As of June 30, 2024, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of litigation pending or threatened against the Company or its subsidiaries will be material to the Company's consolidated financial position. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with such legal proceedings. Although the Company does not believe that the outcome of pending litigation will be material to the Company's consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future.
Item 1A. Risk Factors
There have been no material changes in the risk factors previously disclosed under Item 1A. in the Company's Annual Report on Form 10-K, for the fiscal year ended December 31, 2023.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities

| Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
| (a) | (b) | (c) | (d)
April 1, 2024 through April 30, 2024 | 2,817 |  | $ | 47.77 |  | 0 |  | 400,000 |
May 1, 2024 through May 31, 2024 | 3,043 |  | 48.89 |  | 0 |  | 400,000 |
June 1, 2024 through June 30, 2024 | 252 |  | 45.36 |  | 0 |  | 400,000 |
Total | 6,112 |  | $ | 48.23 |  | 0 |  | 400,000 |

Included in the table above are 2,817 shares purchased in April 2024, at an average cost of $47.77, and 1,115 shares purchased in May 2024, at an average cost of $49.97, by the trustee of the rabbi trust established by the Company under the Company’s Stock Retainer Plan For Eligible Directors of Tompkins Financial Corporation and Participating Subsidiaries, which were part of the director deferred compensation under that plan. In addition, the table includes 1,928 shares delivered to the Company in May 2024 and 252 shares in June 2024 at an average cost of $48.26 and $45.36, respectively to satisfy mandatory tax withholding requirements upon vesting of restricted stock under the Company's 2019 Equity Plan.
On July 20, 2023, the Company’s Board of Directors authorized a share repurchase plan (the “2023 Repurchase Plan”) under which the Company may repurchase up to 400,000 shares of the Company’s common stock over the 24 months following adoption of the plan. Shares may be repurchased from time to time under the 2023 Repurchase Plan in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws, and the repurchase program may be suspended, modified or terminated by the Board of Directors at any time for any reason. As of June 30, 2024, no shares have been repurchased under the 2023 Repurchase Plan.
Recent Sales of Unregistered Securities
On April 4, 2024, we issued an aggregate of 1,090 shares of our common stock to non-employee members of our Board of Directors who elected to receive all or a portion of their quarterly director retainer fees in Company stock pursuant to the the Company’s Second Amended and Restated Retainer Plan For Eligible Directors of Tompkins Financial Corporation and Its Wholly-Owned Subsidiaries (the "Director Retainer Plan"). These shares were valued based on the closing market price per share of our common stock of $47.45 on April 4, 2024, for an aggregate value of $51,721. The shares were issued to our non-employee directors in private transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
(a)
None
(c)
None
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Item 6. Exhibits
EXHIBIT INDEX

Exhibit Number | Description
3.1 | Amended and Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3(i) to the Company’s Form 10-Q, filed with the Commission on August 11, 2008.
3.2 | Second Amended and Restated Bylaws of the Company, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 31, 2011.
4.1 | Form of Specimen Common Stock Certificate of the Company, incorporated herein by reference to Exhibit 4 to the Company’s Registration Statement on Form 8-A (No. 0-27514), filed with the Commission on December 29, 1995.
10.1* | Supplemental Executive Retirement Agreement, dated May 7, 2024, between Tompkins Financial Corporation and David M. DeMilia (filed herewith).
31.1 | Certification of Principal Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (filed her ewith).
31.2 | Certification of Principal Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith).
32.1 | Certification of Principal Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, 18 U.S.C. Section 1350 (filed herewith).
32.2 | Certification of Principal Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, 18 U.S.C. Section 1350 (filed herewith).
101 INS** | The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
101 SCH** | Inline XBRL Taxonomy Extension Schema Document
101 CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101 DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document
101 LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document
101 PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive date file because its XBRL tags are embedded with the inline XBRL document.
* Denotes management contract or compensatory plan or arrangement
** Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Condition as of June 30, 2024 and December 31, 2023; (ii) Consolidated Statements of Income for the three and six months ended June 30, 2024 and 2023; (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023; (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023; (v) Consolidated Statements of Changes in Shareholders' Equity for the three and six months ended June 30, 2024 and 2023; and (vi Notes to Unaudited Consolidated Financial Statements.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 08, 2024
TOMPKINS FINANCIAL CORPORATION

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

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

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