Tompkins Financial Corp 10-K/A, filed Apr 13, 2022
Tompkins Financial Corp (TMP)
10-K/A
2022-04-13
For: 2021-12-31
View Original
Added on
April 04, 2026
About this 10-K/A
Tompkins Financial Corp filed this 10-K/A on April 13, 2022, covering the fiscal year ended December 31, 2021.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
FORM 10-K/A
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2021
| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (888 ) 503-5753
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of Securities Act. Yes ☒ No ☐.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒.
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 (S232.405 of this chapter) 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 nonaccelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "nonaccelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | Nonaccelerated 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 the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.
The aggregate market value of the registrant’s common stock held by non-affiliates was $931.7 million on June 30, 2021, based on the closing sales price of a share of the registrant’s common stock, $.10 par value (the “Common Stock”), as reported on the NYSE American, on such date.
The number of shares of the registrant’s Common Stock outstanding as of February 28, 2022, was 14,584,596 shares.
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DOCUMENTS INCORPORATED BY REFERENCE
EXPLANATORY NOTE
Tompkins Financial Corporation (the “Company”) is filing this Amendment No. 1 (this “Amendment No. 1”) to the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was originally filed on March 1, 2022 (the “Original Filing”), solely to correct the Original Filing’s cover page to reflect that the Company is a well-known seasoned issuer, as defined in Rule 405 of Securities Act, and that the Company: (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.
No changes are hereby made to the Company’s financial statements. Other than the changes discussed above and the filing of the currently dated Section 302 certifications and updated XBRL data under Item 15 of Part IV of this Amendment No. 1, no changes have been made to the Original Filing or the exhibits filed therewith. As such, this Amendment No. 1 should be read in conjunction with the Original Filing.
The information called for by this item is incorporated herein by reference to the material under the caption “Independent Registered Public Accounting Firm” in the Proxy Statement. Our independent registered public accounting firm is KPMG LLP, Rochester, NY, Auditor Firm ID 185 .
/s/ | |||||
| We have served as the Company's auditor since 1995. | |||||
| March 1, 2022 | |||||
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The information contained in this Amendment No. 1 does not reflect events occurring subsequent to the filing of the Original Filing.
PART IV
Item 15. Exhibits and Financial Statement Schedules
| 31.1 | ||||||||
| 31.2 | ||||||||
| 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. | |||||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| TOMPKINS FINANCIAL CORPORATION | ||||||||
| /S/ Stephen S. Romaine | ||||||||
| By: | Stephen S. Romaine | |||||||
| President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| Date: April 13, 2022 | ||||||||
Exhibit 31.1
Certification of Chief Executive Officer
I, Stephen S. Romaine, certify that:
1. I have reviewed this annual report on Form 10-K/A of Tompkins Financial Corporation; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: April 13, 2022
| /s/ Stephen S. Romaine | |||||
| Stephen S. Romaine | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
Certification of Chief Financial Officer
I, Francis M. Fetsko, certify that:
1. I have reviewed this annual report on Form 10-K/A of Tompkins Financial Corporation; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: April 13, 2022
| /s/ Francis M. Fetsko | |||||
| Francis M. Fetsko | |||||
| Executive Vice President, Chief Financial Officer, and Chief Operating Officer | |||||
| (Principal Financial Officer) | |||||
| (Principal Accounting Officer) | |||||