Tompkins Financial Corporation 8-K

Exhibit 99.1

For more information contact:

Stephen S. Romaine, President & CEO

Francis M. Fetsko, CFO

Tompkins Financial Corporation 607.273.3210

For Immediate Release

Friday, April 26, 2013

Tompkins Financial Corporation Reports Strong First Quarter Operating Results

ITHACA, NY – Tompkins Financial Corporation (TMP–NYSE MKT LLC)

Tompkins Financial Corporation reported net income of $11.5 million for the first quarter of 2013, an increase of 47.4% from the $7.8 million reported for the same period in 2012.  Diluted earnings per share were $0.79 for the first quarter of 2013, a 12.9% increase from $0.70 reported for the first quarter of 2012.  Income Statement and Statement of Condition comparisons to the same period last year are impacted by the acquisition of VIST Financial Corporation on August 1, 2012.

President and CEO, Stephen S. Romaine said "We are pleased to start 2013 with some positive trends.  Earnings per share for the quarter reflect double digit growth over the same period last year; loan and deposit balances are both up from year end; and noninterest income was up during the quarter, driven largely by growth in insurance revenues.  With the integration of VIST largely behind us, we look forward to strengthening our customer relationships and welcoming new customers in the Southeastern, Pennsylvania market.”

FIRST QUARTER SELECTED HIGHLIGHTS:

§   Merger related expenses had a relatively modest impact on earnings in the first quarter of 2013; and it is not expected that additional merger expenses related to the VIST acquisition will affect future periods.   Adjusting out the after tax impact of merger related expenses, the diluted earnings per share for the quarters ended March 13, 2013, December 31, 2012, and March 31, 2012, were $0.81, $0.81, and $0.71, respectively.  Refer to Non-GAAP disclosure for additional details on adjusted diluted earnings per share.

§   Annualized return on average equity was 10.53% for the quarter ended March 31, 2013, compared to 10.35% for the same period in 2012. Tangible book value per share has increased for the second consecutive quarter, and is up 1.3% from the first quarter 2012. Refer to Non-GAAP disclosure for additional details on tangible book value per share.

§   Credit quality improved with non-performing assets representing 0.83% of assets, compared to 0.92% at December 31, 2012, and 1.19% at March 31, 2012.

§   Total loans of $3.0 billion were up 51.4% over the same period in 2012, and were up 1.3% from year end 2012.  Total deposits were $4.1 billion at March 31, 2013, up $1.2 billion or 42.4% compared to March 31, 2012, and up 3.1% from year end 2012.

NET INTEREST INCOME

Net interest income of $38.2 million for the first quarter of 2013 increased 39.2% or $10.8 million, compared to $27.4 million for the same period in 2012.  The addition of VIST Bank and steady loan growth contributed to the year-over-year increase. Net interest income was down $3.6 million from the fourth quarter of 2012, primarily due to less accretion of purchase accounting loan marks in the first quarter of 2013 compared to the fourth quarter of 2012.  The net interest margin for the first quarter of 2013 was 3.57% compared to 3.51% for the first quarter of 2012 and 3.83% for the fourth quarter of 2012.

NONINTEREST INCOME

Noninterest income was $17.4 million for the first quarter of 2013, up 49.1% over the same period in 2012, and up 11.4% from the fourth quarter of 2012.  Insurance commissions and fees, corporate owned life insurance and other income were up from the most recent prior quarter and from the same quarter last year.  Investment services income of $3.8 million for the first quarter of 2013 was up 11.5% from the same quarter last year, but was down modestly from the most recent prior quarter, primarily due to lower estate settlement fees in the current period.

NONINTEREST EXPENSE

Noninterest expense was $37.5 million for the first quarter of 2013, up 42.3% compared to March 31, 2012, and down 1.7% from the fourth quarter of 2012.  The increase from the same quarter last year is mainly a result of the VIST acquisition.  The decline from the fourth quarter of 2012 was mainly due to a decline in merger related expenses from $770,000 in the fourth quarter of 2012, to $196,000 in the first quarter of 2013.  In addition, the fourth quarter of 2012 included amortization of $1.6 million related to an investment in a historical tax credit, with an offsetting reduction to income tax expense.

ASSET QUALITY

Asset quality trends on originated loans continue to show improvement when compared to the same period prior year.  Originated loans and leases exclude loans acquired in the VIST acquisition.  The ratio of nonperforming assets to total assets improved to 0.83% at March 31, 2013, compared to 1.19% reported at March 31, 2012, and remains well below the most recent peer averages of 1.97% published as of December 31, 2012, by the Federal Reserve1.  Loans classified as either Substandard or Special Mention were down compared to year end 2012.  The balances of originated loans classified as either Substandard or Special Mention were down for the third consecutive quarter.  There was an increase in loans classified as Substandard or Special Mention in the acquired VIST Bank loan portfolio; however, the changes in risk ratings did not have a meaningful impact to the credit marks that were recorded at the time of the acquisition.

Provision for loan and lease losses was $1.0 million for the first quarter of 2013, which was an improvement of 7.7% compared to the first quarter of 2012.  Net loan and lease charge-offs totaled $1.0 million in the first quarter of 2013, down from $7.6 million in the fourth quarter of 2012 and down from $1.8 million in the first quarter of 2012.

The Company’s allowance for originated loan and lease losses totaled $24.6 million at March 31, 2013, which represented 1.11% of total originated loans, and was in line with December 31, 2012.  The allowance for loan and lease losses covered 66.17% of nonperforming loans and leases as of March 31, 2013, compared to 62.34% of nonperforming loans and leases as of December 31, 2012.

CAPITAL POSITION

Capital ratios remain well above the regulatory well capitalized minimums.  Tier 1 capital as a percentage of average assets at March 31, 2013, was 8.11%; and the ratio of total capital to risk-weighted assets was 12.93%.

ABOUT TOMPKINS FINANCIAL CORPORATION

Tompkins Financial Corporation is a financial services company with $5.0 billion in assets serving the Central, Western, and Hudson Valley regions of New York and the Southeastern region of Pennsylvania.  Headquartered in Ithaca, NY, Tompkins Financial is parent to Tompkins Trust Company, The Bank of Castile, Mahopac National Bank, VIST Bank, Tompkins Insurance Agencies, Inc., and Tompkins Financial Advisors.  For more information on Tompkins Financial, visit HUwww.tompkinsfinancial.comUH.

NON-GAAP MEASURES

This press release contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (GAAP).  Where non-GAAP disclosures are used in this press release, the comparable GAAP measure, as well as reconciliation to the comparable GAAP measure, is provided in the accompanying tables.  Management believes that these non-GAAP measures provide useful information.  Non-GAAP measures should not be considered a substitute for financial measures determined in accordance with GAAP and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company.  See “Tompkins Financial Corporation- Summary Financial Data” tables for Non-GAAP related calculations.

"Safe Harbor" Statement under the Private Securities Litigation Reform of 1995:

This press release may include forward-looking statements with respect to revenue sources, growth, market risk, and corporate objectives. The Company assumes no duty, and specifically disclaims any obligation, to update forward-looking statements, and cautions that these statements are subject to numerous assumptions, risks, and uncertainties, all of which could change over time. Actual results could differ materially from forward-looking statements.

TOMPKINS FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
(In thousands, except share and per share data) (Unaudited)	As of			As of
ASSETS	03/31/2013			12/31/2012
Cash and noninterest bearing balances due from banks	$	97,670		$	117,448
Interest bearing balances due from banks		1,483			1,482
Cash and Cash Equivalents		99,153			118,930
Trading securities, at fair value		15,631			16,450
Available-for-sale securities, at fair value (amortized cost of $1,489,386 at March 31,
2013 and $1,349,416 at December 31, 2012)		1,527,575			1,393,340
Held-to-maturity securities, fair value of $24,355 at March 31, 2013, and $25,163
at December 31, 2012		23,304			24,062
Originated loans and leases, net of unearned income and deferred costs and fees (2)		2,208,346			2,133,106
Acquired loans and leases, covered (3)		35,304			37,600
Acquired loans and leases, non-covered (3)		750,145			783,904
Less:  Allowance for originated loan and lease losses		24,661			24,643
Net Loans and Leases		2,969,134			2,929,967
FDIC Indemnification Asset		4,465			4,385
Federal Home Loan Bank stock and Federal Reserve Bank stock		19,646			19,388
Bank premises and equipment, net		54,901			54,581
Corporate owned life insurance		65,657			65,102
Goodwill		92,305			92,305
Other intangible assets, net		18,009			18,643
Accrued interest and other assets		97,500			100,044
Total Assets	$	4,987,280		$	4,837,197
LIABILITIES
Deposits:
Interest bearing:
Checking, savings and money market		2,322,233			2,144,367
Time		978,351			973,883
Noninterest bearing		771,768			831,919
Total Deposits		4,072,352			3,950,169
Federal funds purchased and securities sold under agreements to repurchase		194,091			213,973
Other borrowings, including certain amounts at fair value of $11,770 at March 31, 2013
and $11,847 at December 31, 2012		156,649			111,848
Trust preferred debentures		43,687			43,668
Other liabilities		73,689			76,179
Total Liabilities	$	4,540,468		$	4,395,837
EQUITY
Tompkins Financial Corporation shareholders' equity:
Common Stock - par value $.10 per share: Authorized 25,000,000 shares; Issued:
14,482,927 at March 31, 2013; and 14,426,711 at December 31, 2012		1,448			1,443
Additional paid-in capital		337,097			334,649
Retained earnings		114,747			108,709
Accumulated other comprehensive loss		(5,195	)		(2,106	)
Treasury stock, at cost – 98,610 shares at March 31, 2013, and 100,054 shares
at December 31, 2012		(2,770	)		(2,787	)
Total Tompkins Financial Corporation Shareholders’ Equity		445,327			439,908
Noncontrolling interests		1,485			1,452
Total Equity	$	446,812		$	441,360
Total Liabilities and Equity	$	4,987,280		$	4,837,197

TOMPKINS FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
	Three Months Ended
(In thousands, except per share data) (Unaudited)	03/31/2013			03/31/2012
INTEREST AND DIVIDEND INCOME
Loans	$	36,429		$	25,303
Due from banks		7			3
Federal funds sold		0			2
Trading securities		165			198
Available-for-sale securities		7,480			7,176
Held-to-maturity securities		191			225
Federal Home Loan Bank stock and Federal Reserve Bank stock		185			221
Total Interest and Dividend Income		44,457			33,128
INTEREST EXPENSE
Time certificates of deposits of $100,000 or more		1,204			734
Other deposits		2,182			2,027
Federal funds purchased and securities sold under agreements to repurchase		1,010			1,092
Trust preferred debentures		687			405
Other borrowings		1,168			1,429
Total Interest Expense		6,251			5,687
Net Interest Income		38,206			27,441
Less:  Provision for loan and lease losses		1,038			1,125
Net Interest Income After Provision for Loan and Lease Losses		37,168			26,316
NONINTEREST INCOME
Insurance commissions and fees		7,261			3,638
Investment services income		3,788			3,397
Service charges on deposit accounts		1,908			1,785
Card services income		1,738			1,569
Mark-to-market loss on trading securities		(115	)		(82	)
Mark-to-market gain on liabilities held at fair value		77			88
Other income		2,366			1,264
Net gain on securities transactions		367			2
Total Noninterest Income		17,390			11,661
NONINTEREST EXPENSES
Salaries and wages		15,572			11,300
Pension and other employee benefits		6,070			4,299
Net occupancy expense of premises		3,061			1,805
Furniture and fixture expense		1,457			1,100
FDIC insurance		772			528
Amortization of intangible assets		557			133
Merger related expenses		196			94
Other operating expense		9,835			7,112
Total Noninterest Expenses		37,520			26,371
Income Before Income Tax Expense		17,038			11,606
Income Tax Expense		5,495			3,762
Net Income attributable to Noncontrolling Interests and Tompkins Financial Corporation		11,543			7,844
Less:  Net income attributable to noncontrolling interests		33			33
Net Income Attributable to Tompkins Financial Corporation	$	11,510		$	7,811
Basic Earnings Per Share	$	0.80		$	0.70
Diluted Earnings Per Share	$	0.79		$	0.70

Average Consolidated Statements of Condition and Net Interest Analysis (Unaudited)
	Year to Date Period Ended								Year to Date Period Ended
	March 31, 2013								March 31, 2012
	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	$	3,908	$	7			0.73	%	$	38,652	$	3			0.03	%
Money market funds		—		—			0.00	%		73		—			0.00	%
Securities (4)
U.S. Government securities		1,297,578		6,794			2.12	%		1,061,800		6,577			2.49	%
Trading securities		16,126		165			4.15	%		19,352		198			4.12	%
State and municipal (5)		100,089		1,299			5.26	%		83,113		1,129			5.46	%
Other securities		9,158		90			3.99	%		12,051		139			4.64	%
Total securities		1,422,951		8,348			2.38	%		1,176,316		8,043			2.75	%
Federal Funds Sold		—		—			0.00	%		7,376		2			0.11	%
FHLBNY and FRB stock		18,859		185			3.98	%		16,722		221			5.32	%
Total loans and leases, net of unearned income (5)(6)		2,963,737		36,567			5.00	%		1,972,394		25,438			5.19	%
Total interest-earning assets		4,409,455		45,107			4.15	%		3,211,533		33,707			4.22	%
Other assets		490,272								253,384
Total assets		4,899,727								3,464,917
LIABILITIES & EQUITY
Deposits
Interest-bearing deposits
Interest bearing checking, savings,  & money market		2,269,900		1,418			0.25	%		1,458,332		1,004			0.28	%
Time deposits		979,860		1,968			1.02	%		715,159		1,757			0.89	%
Total interest-bearing deposits		3,249,760		3,386			0.42	%		2,173,491		2,761			0.51	%
															0.42	%
Federal funds purchased & securities sold under agreements
to repurchase		198,707		1,010			2.06	%		169,903		1,092			2.59	%
Other borrowings		119,606		1,168			3.96	%		138,687		1,429			4.14	%
Trust preferred debentures		43,675		687			6.38	%		25,065		405			6.50	%
Total interest-bearing liabilities		3,611,748		6,251			0.70	%		2,507,146		5,687			0.91	%
Noninterest bearing deposits		771,761								596,416
Accrued expenses and other liabilities		72,941								57,809
Total liabilities		4,456,450								3,161,371
Tompkins Financial Corporation Shareholders’ equity		441,810								302,077
Noncontrolling interest		1,467								1,469
Total equity		443,277								303,546
Total liabilities and equity	$	4,899,727							$	3,464,917
Interest rate spread							3.45	%							3.31	%
Net interest income/margin on earning assets				38,856			3.57	%				28,020			3.51	%
Tax Equivalent Adjustment				(650	)							(579	)
Net interest income per consolidated financial statements			$	38,206							$	27,441

Tompkins Financial Corporation - Summary Financial Data (Unaudited)
(In thousands, except per share data)	Quarter-Ended										Year-Ended
	Mar-13		Dec-12		Sep-12		Jun-12		Mar-12		Dec-12
Period End Balance Sheet
Securities	$	1,566,510	$	1,433,852	$	1,516,913	$	1,228,143	$	1,285,685	$	1,433,852
Originated loans and leases, net of unearned income and deferred costs and fees (2)		2,208,346		2,133,106		2,060,539		2,019,681		1,977,569		2,133,106
Acquired loans and leases (3)		785,449		821,504		869,211		0		0		821,504
Allowance for  loan and lease losses		24,661		24,643		26,632		26,865		26,948		24,643
Total assets		4,987,280		4,837,197		4,924,786		3,482,669		3,546,694		4,837,197
Total deposits		4,072,352		3,950,169		4,037,644		2,765,093		2,859,436		3,950,169
Federal funds purchased and securities sold under agreements to repurchase		194,091		213,973		206,996		161,662		169,456		213,973
Other borrowings		156,649		111,848		125,461		121,934		132,884		111,848
Trust preferred debentures		43,687		43,668		43,651		25,067		25,066		43,668
Shareholders' equity		446,812		441,360		440,950		353,700		305,967		441,360
Average Balance Sheet
Average earning assets	$	4,409,455	$	4,431,698	$	4,087,264	$	3,278,519	$	3,211,533	$	3,754,667
Average assets		4,899,727		4,901,374		4,450,013		3,539,170		3,464,917		4,092,473
Average interest-bearing liabilities		3,611,748		3,563,731		3,248,839		2,521,285		2,507,146		2,963,097
Average equity		443,277		443,592		410,300		349,021		303,546		376,890
Share data
Weighted average shares outstanding (basic)		14,374,265		14,332,672		13,580,771		12,146,622		11,103,192		12,797,173
Weighted average shares outstanding (diluted)		14,436,757		14,374,368		13,630,464		12,166,417		11,147,490		12,836,043
Period-end shares outstanding		14,447,017		14,390,801		14,358,230		12,223,790		11,197,370		14,390,801
Book value per share		30.93		30.67		30.71		28.94		27.32		30.67
Tangible book value per share (Non-GAAP)		23.29		22.96		22.71		24.96		22.99		22.96
Income Statement
Net interest income	$	38,206	$	41,849	$	36,743	$	28,110	$	27,441	$	134,143
Provision for loan/lease losses		1,038		5,659		1,042		1,011		1,125		8,837
Noninterest income		17,390		15,608		14,773		12,766		11,661		54,808
Noninterest expense		37,520		38,188		46,194		26,855		26,371		137,608
Income tax expense		5,495		2,416		761		4,151		3,762		11,090
Net income attributable to Tompkins Financial Corporation		11,510		11,161		3,487		8,826		7,811		31,286
Noncontrolling interests		33		33		32		33		33		131
Basic earnings per share (9)	$	0.80	$	0.78	$	0.26	$	0.72	$	0.70	$	2.44
Diluted earnings per share (9)	$	0.79	$	0.77	$	0.25	$	0.72	$	0.70	$	2.43
Asset Quality
Nonaccrual loans and leases (7)	$	37,115	$	37,740	$	36,996	$	36,749	$	38,455	$	37,740
Loans and leases 90 days past due and accruing (7)		157		257		126		321		1,552		257
Troubled debt restructurings not included above (7)		-		1,532		1,468		1,507		423		1,532
Total nonperforming loans and leases (7)		37,272		39,529		38,590		38,577		40,430		39,529
OREO (8)		3,950		4,862		4,675		2,161		1,906		4,862
Total nonperforming assets		41,222		44,391		43,265		40,738		42,336		44,391

Tompkins Financial Corporation - Summary Financial Data (Unaudited) - continued
	Quarter-Ended										Year-Ended
Delinquency - Originated loan and lease portfolio	Mar-13		Dec-12		Sep-12		Jun-12		Mar-12			Dec-12
Loans and leases 30-89 days past due (2)	$	10,888	$	7,990	$	9,412	$	10,149	$	12,080		$	7,990
Loans and leases 90 days past due (2)		157		257		126		321		1,552			257
Nonaccrual loans and leases (2)		32,554		33,388		36,996		36,749		38,455			33,388
Total past due and nonaccrual originated loans (2)		43,599		41,635		46,534		47,219		52,087			41,635
Delinquency - Acquired loan and lease portfolio
Covered loans and leases 30-89 days past due (3)(7)		3,503		1,014		669		0		0			1,014
Covered loans and leases 90 days or more past
due (3)(7)		3,809		4,272		2,837		0		0			4,754
Non-covered loans and leases 30-89 days past
due (3)(7)		5,738		4,249		5,848		0		0			4,249
Non-Covered loans and leases 90 days past
due (3)(7)		14,026		14,438		19,339		0		0			14,506
Non-covered Nonaccrual loans and leases (3)(7)		4,561		4,352		0		0		0			4,352
Total past due and nonaccrual acquired loans and leases		31,637		28,325		28,693		0		0			28,875
Allowance for Loan Losses - Originated loan and lease portfolio
Balance at beginning of period	$	24,643	$	26,632	$	26,865	$	26,948	$	27,593		$	27,593
Provision for loan and lease losses		820		5,659		1,042		1,011		1,125			8,837
Net loan and lease charge-offs		864		7,648		1,275		1,094		1,770			11,787
Allowance for loan and lease losses		24,598		24,643		26,632		26,865		26,948			24,643
(originated loan portfolio)
Allowance for Loan Losses - Acquired loan and lease portfolio
Balance at beginning of period	$	0	$	0	$	0	$	0	$	0		$	0
Provision for loan and lease losses		218		0		0		0		0			0
Net loan and lease charge-offs		155		0		0		0		0			0
Allowance for loan and lease losses
(acquired loan portfolio)		63		0		0		0		0			0
Total allowance for loan and lease losses		24,661		24,643		26,632		26,865		26,948			24,643
Loan Classification - Originated Portfolio
Special Mention	$	48,468	$	56,342	$	58,598	$	63,652	$	62,649		$	56,342
Substandard		43,449		45,083		54,383		58,185		58,272			45,083
Doubtful		0		0		494		588		1,344			0
Loan Classification - Acquired Portfolio
Special Mention		26,568		25,381		17,743		0		0			25,381
Substandard		47,698		45,207		39,860		0		0			45,207

Tompkins Financial Corporation - Summary Financial Data (Unaudited) - continued
RATIO ANALYSIS	Quarter-Ended															Year-Ended
Credit Quality	Mar-13			Dec-12			Sep-12			Jun-12			Mar-12				Dec-12
Nonperforming originated loans and leases/total originated loans and leases (2)(7)		1.48	%		1.85	%		1.87	%		1.91	%		2.04	%			1.85	%
Nonperforming assets/total assets		0.83	%		0.92	%		0.88	%		1.17	%		1.19	%			0.92	%
Allowance for originated loan and lease losses/total originated loans and leases		1.11	%		1.16	%		1.29	%		1.33	%		1.36	%			1.16	%
Allowance/nonperforming loans and leases		66.17	%		62.34	%		69.01	%		69.75	%		66.65	%			62.34	%
Net loan and lease losses (annualized)/total average loans and leases		0.12	%		1.03	%		0.19	%		0.22	%		0.36	%			0.49	%
Capital Adequacy (period-end)
Tier 1 capital / average assets		8.11	%		7.95	%		8.50	%		9.53	%		8.46	%			7.95	%
Total capital / risk-weighted assets		12.93	%		12.94	%		12.87	%		16.22	%		14.37	%			12.94	%
Tangible common equity / tangible assets		6.90	%		6.99	%		6.78	%		8.88	%		7.36	%			6.99	%
Profitability
Return on average assets *		0.95	%		0.91	%		0.31	%		1.00	%		0.91	%			0.76	%
Return on average equity *		10.53	%		10.01	%		3.38	%		10.17	%		10.35	%			8.30	%
Net interest margin (TE) *		3.57	%		3.83	%		3.66	%		3.52	%		3.51	%			3.65	%
* Quarterly ratios have been annualized
Non-GAAP Disclosure
Reported net income (GAAP)	$	11,510		$	11,161		$	3,487		$	8,826		$	7,811			$	31,285
Adjustments (net of tax):
Accrual adjustment VISA		0			0			0			(243	)		0				-243
Merger related expenses		118			462			8,424			703			75				9,664
Subtotal adjustments		118			462			8,424			460			75				9,421
Net operating income (Non-GAAP)		11,628			11,623			11,911			9,286			7,886				40,706
Weighted average shares outstanding (diluted)		14,436,757			14,374,368			13,630,464			12,166,417			11,147,490				12,836,043
Adjusted diluted earnings per share (Non-GAAP) (9)	$	0.81		$	0.81		$	0.87		$	0.76		$	0.71			$	3.17
Non-GAAP Disclosure
Reported net income (GAAP)	$	11,510		$	11,161		$	3,487		$	8,826		$	7,811			$	31,285
Merger related expenses (net of tax)		118			462			8,424			703			75				9,664
Net operating income (Non-GAAP)	$	11,628		$	11,623		$	11,911		$	9,529		$	7,886			$	40,949
Amortization of intangibles, (net of tax)		334			348			256			74			80				758
Adjusted net operating income (Non-GAAP)		11,962			11,971			12,167			9,603			7,966				41,707
Average total shareholders' equity		443,277			443,592			410,300			349,021			303,546				376,890
Less:  Average goodwill and intangibles		110,687			114,644			92,789			48,665			47,922				76,149
Average tangible shareholders' equity (Non-GAAP)		332,590			328,948			317,511			300,356			255,624				300,741
Adjusted operating return on shareholders' tangible equity (annualized) (Non-GAAP)		14.59	%		14.56	%		15.24	%		12.86	%		12.53	%			13.87	%
Non-GAAP Disclosure
Total shareholders' equity (GAAP)	$	446,812		$	441,360		$	440,950		$	353,700		$	305,967			$	441,360
Less:  goodwill and intangibles		110,314			110,947			114,920			48,652			48,569				110,947
Tangible shareholders' equity		336,498			330,413			326,030			305,048			257,398				330,413
Ending shares outstanding		14,447,017			14,390,801			14,358,230			12,223,790			11,197,370				14,390,801
Tangible book value per share (Non-GAAP)		23.29			22.96			22.71			24.96			22.99				22.96

Tompkins Financial Corporation - Summary Financial Data (Unaudited) - continued

(1) Federal Reserve peer ratio as of December 31, 2012, includes banks and bank holding companies with consolidated assets between $3 billion and $10 billion.

(2) "Originated" equals loans and leases not included by definition in "acquired loans"

"Acquired Loans and Leases" equals loans and leases acquired at fair value, accounted for in accordance with FASB ASC Topic 805.  "Covered Loans" are loans for which the Company will share losses with the FDIC and consist of loans VIST Bank acquired as part of an FDIC-assisted transaction during the fourth quarter of 2010.

(4) Average balances and yields on available-for-sale securities are based on historical amortized cost.

(5) Interest income includes the tax effects of taxable-equivalent basis.

(6) 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 I of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2012.

(7) Certain acquired loans and leases that are past due are not on nonaccrual and are not included in nonperforming loans.  The risk of credit loss on these loans has been considered by virtue of the Corporation's estimate of acquisition-date fair value and these loans are considered accruing as the Corporation primarily recognizes interest income through accretion of the difference between the carrying value of these loans and their expected cash flows.  There have been no significant changes in expected cash flows since acquisition.

(8) Includes all other real estate owned, including those balances acquired through business combinations.

(9)Earnings per share year-to-date may not equal the sum of the quarterly earnings per share as a result of rounding of average shares.