<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
---
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1996
--------------------
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 0-18301
-------
IROQUOIS BANCORP, INC.
----------------------
(Exact name of Registrant as specified in its charter)
NEW YORK 16-1351101
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
115 Genesee Street, Auburn, New York 13021
------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (315) 252-9521
--------------
_________________________________________________________________________
Former name, former address and former fiscal year, if changed since last
report.
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 X No___
---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 2,360,702 shares of common
---------
stock on September 30, 1996.
<PAGE>
INDEX
Page No.
--------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
September 30, 1996 and December 31, 1995............... 3
Condensed Consolidated Statements of Income -
Three Months Ended September 30, 1996 and 1995......... 4
Condensed Consolidated Statements of Income -
Nine Months Ended September 30, 1996 and 1995.......... 5
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1996 and 1995......... 6-7
Notes to Condensed Consolidated Financial
Statements............................................ 8-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations........10-13
PART II OTHER INFORMATION....................................14-15
SIGNATURES..................................................... 16
(2)
<PAGE>
ITEM 1. FINANCIAL INFORMATION
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- -------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 11,567 $ 9,290
Federal funds sold and interest-bearing
deposits with other financial institutions 400 3,100
Securities available for sale 42,395 39,383
Securities held to maturity 53,217 44,722
Loans receivable 345,975 329,087
Less allowance for loan losses 3,165 3,380
-------- --------
Loans receivable, net 342,810 325,707
Loans held for sale 3,616 --
Premises and equipment, net 7,064 6,623
Federal Home Loan Bank stock, at cost 2,239 2,194
Accrued interest receivable 3,669 3,591
Other assets 6,707 3,193
- ------------------------------------------------ -------- --------
TOTAL ASSETS 473,684 437,803
================================================ ======== ========
LIABILITIES
Savings and time deposits $387,414 $354,655
Demand deposits 23,711 14,446
Borrowings 26,097 35,250
Accrued expenses and other liabilities 3,077 1,606
- ------------------------------------------------ -------- --------
Total Liabilities $440,299 $405,957
- ------------------------------------------------ -------- --------
SHAREHOLDERS' EQUITY
Preferred Stock, $1.00 par value,
3,000,000 shares authorized:
Series A - 31,012 and 31,355 shares
issued and outstanding in September 1996
and December 1995 respectively,
liquidation value $3,101,000 31 31
Series B - 19,113 and 19,183 shares
issued and outstanding in September 1996
and December 1995 respectively,
liquidation value $1,911,000. 19 19
Common Stock $1.00 par value; 6,000,000 shares
authorized; 2,360,702 and 2,339,422 shares
issued and outstanding at September 30, 1996
and December 31, 1995, respectively 2,361 2,339
Additional paid-in capital 13,414 13,230
Retained earnings 18,212 16,679
Net unrealized gain(loss) on securities
available for sale (46) 170
Unallocated shares of Stock Ownership Plans (606) (622)
- ------------------------------------------------ -------- --------
Total Shareholders' Equity 33,385 31,846
- ------------------------------------------------ -------- --------
Total Liabilities and Shareholders' Equity $473,684 $437,803
================================================ ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(3)
<PAGE>
IROQUOIS BANCORP, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three months ended
September 30,
1996 1995
----------- -------
<S> <C> <C>
Interest Income:
Loans $ 7,577 7,069
Securities 1,522 1,423
Other 37 44
- ------------------------------------------ ------- -----
9,136 8,536
------- -----
Interest Expense:
Deposits 3,776 3,615
Borrowings 290 457
- ------------------------------------------ ------- -----
4,066 4,072
------- -----
Net Interest Income 5,070 4,464
Provision for loan losses 227 204
- ------------------------------------------ ------- -----
Net Interest Income after Provision
for Loan Losses 4,843 4,260
- ------------------------------------------ ------- -----
Other Income:
Service charges, commissions and fees 668 602
Net loss on sales of securities
and loans (1,039) --
Other 62 40
- ------------------------------------------ ------- -----
Total Non-Interest Income (309) 642
- ------------------------------------------ ------- -----
Other Expenses:
Salaries and employee benefits 1,737 1,598
Occupancy and equipment expenses 413 414
Computer and product service fees 282 232
Promotion and marketing expenses 107 95
Deposit insurance 606 31
Other 906 661
- ------------------------------------------ ------- -----
Total Non-Interest Expenses 4,051 3,031
- ------------------------------------------ ------- -----
Income before income taxes and
cumulative effect of a change in
accounting principle 483 1,871
Income taxes 193 736
- ------------------------------------------ ------- -----
Net Income $ 290 1,135
Preferred Stock Dividend 111 122
- ------------------------------------------ ------- -----
Net income attributable to common stock $ 179 1,013
========================================== ======= =====
Per Common Share:
- -----------------
Net income $.08 .44
========================================== ======= =====
Cash dividends declared $.08 .08
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(4)
<PAGE>
IROQUOIS BANCORP, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Nine months ended
September 30,
1996 1995
----------- -------
<S> <C> <C>
Interest Income:
Loans $ 22,087 20,956
Securities 4,445 4,023
Other 108 130
- ------------------------------------------- ---------- -------
26,640 25,109
---------- -------
Interest Expense:
Deposits 11,006 10,179
Borrowings 1,246 1,405
- ------------------------------------------- ---------- -------
12,252 11,584
---------- -------
Net Interest Income 14,388 13,525
Provision for loan losses 969 670
- ------------------------------------------- ---------- -------
Net Interest Income after Provision
for Loan Losses 13,419 12,855
- ------------------------------------------- ---------- -------
Other Income:
Service charges, commissions and fees 1,875 1,708
Net loss on sales of securities
and loans (1,038) (18)
Other 132 141
- ------------------------------------------- ---------- -------
Total Non-Interest Income 969 1,831
- ------------------------------------------- ---------- -------
Other Expenses:
Salaries and employee benefits 4,986 4,692
Occupancy and equipment expenses 1,246 1,253
Computer and product service fees 772 653
Promotion and marketing expenses 280 211
Deposit insurance 705 441
Other 2,396 2,161
- ------------------------------------------- ---------- -------
Total Non-Interest Expenses 10,385 9,411
- ------------------------------------------- ---------- -------
Income before income taxes and
cumulative effect of a change in
accounting principle 4,003 5,275
Income taxes 1,570 2,096
- ------------------------------------------- ---------- -------
Net Income $ 2,433 3,179
Preferred Stock Dividend 340 351
- ------------------------------------------- ---------- -------
Net income attributable to common stock $ 2,093 2,828
=========================================== ========== =======
Per Common Share:
- -----------------
Net income $.90 1.23
=========================================== ========== =======
Cash dividends declared $.24 .22
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(5)
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Nine months ended
September 30,
1996 1995
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,433 3,179
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization expense,
provision for loan losses, deferred
taxes and other 1,393 1,096
Net (gain) loss on sale of securities
and loans 1,038 18
(Decrease) in accrued interest receivable
and other assets (190) (390)
Increase (decrease) in accrued expenses
and other liabilities 1,445 3,458
- --------------------------------------------- -------- -------
Net cash provided by operating activities 6,119 7,361
- --------------------------------------------- -------- -------
Cash flows from investing activities:
Proceeds from sales of securities available
for sale 8,026 4,972
Proceeds from sales of securities held to
maturity -- 3,042
Proceeds from maturities and redemptions
of securities available for sale 5,716 2,549
Proceeds from maturities and redemptions
of securities held to maturity 8,359 10,957
Purchases of securities available for sale (18,179) (15,275)
Purchases of securities held to maturity (15,940) (9,690)
Loans made to customers net of principal
payments received (24,759) (9,007)
Proceeds from sales of loans 3,211 3,734
Capital expenditures (889) (513)
Purchase of FHLB stock (45) (112)
Other - net (4,219) (408)
- --------------------------------------------- -------- -------
Net cash provided (used) by investing
activities (38,719) (9,751)
- --------------------------------------------- -------- -------
Cash flows from financing activities:
Net increase (decrease) in savings
accounts and demand deposits 32,384 (17,258)
Net increase in time deposits 9,640 27,892
Net (decrease) in borrowings and other
liabilities (9,153) (1,888)
Proceeds from issuance of Common stock 247 60
Dividends paid (900) (856)
Redemption of Preferred stock (41) (59)
- --------------------------------------------- -------- -------
Net cash provided (used) by financing
activities 32,177 7,891
- --------------------------------------------- -------- -------
</TABLE>
(6)
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Nine months ended
September 30,
1996 1995
--------- -------
<S> <C> <C>
Net increase (decrease) in cash and
cash equivalents $ (423) 5,501
Cash and cash equivalents at beginning of
period 12,390 10,429
- --------------------------------------------- ------- ------
Cash and cash equivalents at end of period 11,967 15,930
- --------------------------------------------- ------- ------
Supplemental disclosures of cash flow
information:
Cash paid during the period for:
Interest 12,198 11,540
Income taxes 2,134 1,799
Supplemental schedule of non-cash investing
activities:
Loans to facilitate the sale of ORE 409 17
Additions to other real estate 1,639 879
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
(7)
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1) Financial Statements
--------------------
The interim financial statements contained herein are unaudited, but in
the opinion of management of the Company, include all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of the results of operations for these periods. The results
of operations for the interim periods are not necessarily indicative of
the results of operations for the full year.
2) Earnings Per Share
------------------
Net income per common share for 1996 and 1995 was calculated for the
respective periods by dividing net income applicable to common shares of
$2,093,000 in 1996 and $2,828,000 in 1995 by the weighted average number
of shares outstanding of 2,321,942 in 1996 and 2,303,814 in 1995. The
exercise of outstanding stock options was not considered in the
calculation because, if exercised, they would not materially affect
earnings per share, as presented.
3) Stock Dividend
--------------
In July 1995, the Corporation declared a two-for-one stock split,
effected by means of a stock dividend paid on August 31, 1995. All share
and per share data included in the condensed consolidated financial
statements have been retroactively adjusted to reflect the stock split.
4) Other Accounting Issues
-----------------------
On January 1, 1996, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 122, "Accounting For Mortgage Servicing Rights" on
a prospective basis. SFAS 122 requires the Company to recognize as
separate assets rights to service mortgage loans for others, however
those servicing rights are acquired, and also requires the Company to
assess its capitalized mortgage servicing rights for impairment based on
the fair value of those rights. The adoption of SFAS 122 did not have a
material impact on the Company's financial condition or results of
operations.
On January 1, 1996, the Company adopted SFAS No. 123, "Accounting for
Stock-Based Compensation" which encourages, but does not require,
companies to use a fair value based method of determining compensation
cost for grants of stock
(8)
<PAGE>
options under stock-based employee compensation plans. As permitted by
SFAS No. 123, the Company elected to continue accounting for stock-based
compensation in accordance with Accounting Principals Board Opinion No.
25 ("APB 25"). Under APB 25, no compensation cost is recorded as options
are granted by the Company at a purchase price not less than the fair
market value of the common stock on the date of the grant. Companies
electing to continue accounting under the provisions of APB 25 are
required to present pro forma disclosures of net income and net income
per share, as if a fair value based method had been applied for each
period in which a complete set of financial statements are presented.
(9)
<PAGE>
IROQUOIS BANCORP, INC.
AND CONSOLIDATED SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
---------------------
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO SEPTEMBER 30, 1995
--------------------------------------------------------------------
Net income for the three months ended September 30, 1996 was $290,000, or $.08
per share, compared to net income of $1,135,000, or $.44 per share, for the
three months ended September 30, 1995. Results for the three months ended
September 30, 1996, include a net of tax loss of $630,000, or $.27 per share,
resulting from a writedown of certain classified commercial mortgage loans to
their contractual sales price in connection with the pending sale of those
loans. Earnings for the third quarter of 1996 also include a one-time charge
of $556,000 assessed against the SAIF insured deposits of The Homestead
Savings, FA ("Homestead") as a result of legislation signed by President
Clinton on September 30, 1996 to recapitalize the Federal Deposit Insurance
Corporation ("FDIC") Savings Association Insurance Fund ("SAIF"). The SAIF
assessment had a net of tax effect of $350,000, or $.15 per share, on third
quarter results.
Net interest income was $5.1 million for the third quarter of 1996 compared to
$4.5 million for the third quarter of 1995. The net interest spread improved
to 4.46% for the quarter ended September 30, 1996 compared to 4.15% for the
year earlier quarter. The improvement was primarily a result of a reduction
in the Company's cost of funds, which declined from 4.02% for the third
quarter of 1995 to 3.72% for the third quarter of 1996.
Interest income increased from $8.5 million for the third quarter of 1995 to
$9.1 million for the third quarter of 1996. Average earning assets including
investments and loans increased from $416.3 million for the third quarter of
1995 to $445.6 million for the third quarter of 1996. Interest bearing
liabilities also increased, from $399.2 million as of September 30, 1995 to
$431.7 million as of September 30, 1996. Total interest expense remained
constant at $4.1 million for both the third quarter of 1995 and the third
quarter of 1996. The increase in liabilities was a result of the purchase by
Cayuga of three branches from OnBank & Trust Company ("OnBank") during the
second quarter of 1996 with $46.7 million in deposits.
(10)
<PAGE>
The loan loss provision increased from $204,000 for the third quarter of 1995
to $227,000 for the third quarter of 1996. The ratio of non-performing loans
to total loans decreased from 1.47% at September 30, 1995 to 1.02% at
September 30, 1996. The ratio of non-performing assets to total assets also
decreased from 1.25% at
the end of the third quarter of 1995 to .91% at the end of the third quarter
of 1996.
Total non-interest income increased $88,000, or 13.7% for the third quarter of
1996 compared to the same period in 1995. The increase was primarily in
additional brokerage and trust fees as well as an increase in service charges
on deposits.
Total non-interest expense increased $1.0 million for the third quarter of
1996 over the same period of 1995. The increase included the $556,000 SAIF
assessment. The remaining increase in non-interest expense for the third
quarter of 1996 compared to 1995 can be attributed primarily to the additional
expenses and deposit premium amortization related to the acquisition by Cayuga
of the three branches in May, 1996.
During the third quarter, the Company explored the sale of certain
subperforming and performing commercial real estate mortgages. The process
resulted in a commitment to sell $4.6 million in loans. The net proceeds from
the sale, expected to close in the fourth quarter, will be $3.6 million,
resulting in a pre-tax loss of $1.0 million being recorded in the third
quarter. The sale is intended to improve the Company's asset quality by
reducing the level of classified assets and lowering the exposure to loss from
declining commercial real estate market values being seen in the Syracuse and
Central New York area.
The provision for income taxes was $193,000 for the third quarter of 1996
compared to $736,000 for the year earlier quarter, reflecting the decline in
pre-tax income in 1996 compared to 1995.
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO SEPTEMBER 30, 1995
-------------------------------------------------------------------
Net income for the nine months ending September 30, 1996 was $2.4 million or
$.90 per share, compared to $3.2 million or $1.23 per share for the nine
months ending September 30, 1995. Net interest income was $14.4 million for
the first three quarters of 1996 compared to $13.5 million for the same period
the year earlier. The increase is attributed primarily to the growth in
earning assets. The average balance of loans and investments increased from
$410.3 million for the nine months ending September 30, 1995 to $436.7 million
for the nine months ending September 30, 1996. The net interest spread
remained constant at 4.26% with both the yield on assets and cost of
liabilities declining by three basis points in 1996 compared to 1995.
(11)
<PAGE>
The loan loss provision was $969,000 for the first three quarters of 1996
compared to $670,000 for the first three quarters of 1995. The increase in
the provision reflects an increased level of charge-offs and growth in the
loan portfolio.
Total non-interest income increased $158,000 or 8.5% above the year earlier
period. The increase was primarily due to increased fees from brokerage and
trust services and fees from a new accounts receivable financing service for
small business customers.
Total non-interest expense increased $974,000 or 10.3% above the year earlier
period. The increase was due primarily to the $556,000 special assessment
pursuant to legislation for the recapitalization of the SAIF insurance fund.
In addition, 1996 reflects the increased expenses for the three additional
branches as well as the amortization of the core deposit premium relating to
the transaction.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
----------------------------------------------------
Consolidated assets were $473.7 million at September 30, 1996, compared to
$437.8 million at December 31, 1995. Loans receivable were $342.8 million at
September 30, 1996, $20.7 million higher than year-end 1995. Of the increase,
$10.3 million of loans were acquired as part of the branch purchase in May,
1996. Residential mortgages increased $15.2 million while commercial
mortgages decreased by $6.0 million with an additional $3.6 million of
commercial mortgages reclassified as held for sale. Consumer loans increased
$5.4 million while commercial loans increased by $2.3 million.
The allowance for loan losses decreased from $3.4 million at year-end 1995 to
$3.2 million at September 30, 1996. The allowance was .90% of total loans
outstanding at September 30, 1996 compared to 1.02% at December 31, 1995. The
allowance as a percentage of non-performing loans was 88.47% at September 30,
1996, compared to 63.67% at December 31, 1995.
Securities increased $8.9 million at September 30, 1996 compared to December
31, 1995. The increase was primarily in mortgage-backed and SBA guaranteed
securities which increased by a combined $6.3 million.
Other assets increased $4.0 million from December 31, 1995 to September 30,
1996, of which $3.0 million represents the intangible core deposit premium
related to the deposits acquired in the OnBank branch acquisition.
Total deposits increased from $369.1 million at year-end 1995 to $411.1
million at September 30, 1996. The increase is attributed primarily to the
three OnBank branches acquired during May, 1996 with combined savings, money
market, certificates of deposit and checking balances of $46.7 million.
(12)
<PAGE>
With the increase in deposits, total borrowings declined from $35.3 million at
year-end 1995 to $26.1 million at September 30, 1996. The outstanding balance
of term advances from the Federal Home Loan Bank of New York ("FHLBNY")
decreased $11.0 million while overnight draws against lines of credit from
FHLBNY increased $1.9 million.
As of September 30, 1996, Iroquois Bancorp, Inc., had total shareholders'
equity of $33.4 million which increased $1.5 million or 4.83% compared to
December 31, 1995. The average equity to assets ratio increased from 6.89% to
7.10%. The tangible equity ratio ended the period September 30, 1996 at
6.49%.
The subsidiaries of Iroquois Bancorp, Inc. each exceed the minimum
requirements established by their respective federal regulatory agency.
Cayuga Savings Bank insured under the FDIC's Bank Insurance Fund (BIF) and
subject to FDIC capital regulations had a core capital ratio of 7.47%, a
tangible capital ratio of 7.03% and a risk based capital ratio of 11.23% at
September 30, 1996. The Homestead Savings (FA) which is insured under the
FDIC's Savings Association Insurance Fund (SAIF) and subject to the Office of
Thrift Supervision (OTS) capital regulations, had core and tangible capital
ratios of 5.42% each and a risk based capital ratio of 9.85% at September 30,
1996.
At September 30, 1996, the Company held short term liquid assets, including
investments and loans held as available for sale, of $46.5 million, compared
to $40.7 million at December 31, 1995. The Company considers its current
level of liquidity and additional sources of funds as both sufficient and
within acceptable ranges.
(13)
<PAGE>
IROQUOIS BANCORP, INC.
AND CONSOLIDATED SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information
During the third quarter of 1996, the Company completed applications
to the Federal Reserve Board ("FRB") to become a bank holding
company under the jurisdiction of FRB in connection with
applications by Cayuga to the FDIC and New York State Banking
Department to convert Cayuga's Charter from that of a savings bank
to a commercial bank. FDIC approval was received during the quarter
and all approvals required are expected to be received prior to the
end of the fiscal year. The anticipated date for completion of the
conversion transaction is 1/1/97. The purpose of this transaction
is to enable the Company and Cayuga to compete more effectively in
today's changing financial services industry. In addition, upon its
charter conversion, Cayuga will take title to approximately $12
million in municipal deposits from OnBank as part of the Cayuga
acquisition of the OnBank branches in May, 1996.
Item 6. Exhibits and Reports on Form 8-K
3.1 Certificate of Amendment of the Certificate of Incorporation of
Iroquois Bancorp, Inc. as filed with the Secretary of State of
the State of New York on July 31, 1996.
(14)
<PAGE>
IROQUOIS BANCORP, INC.
AND CONSOLIDATED SUBSIDIARIES
SIGNATURE
---------
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.
Iroquois Bancorp, Inc.
(Registrant)
Date: November 8, 1996 /s/Richard D. Callahan
-----------------------------
Richard D. Callahan
President & CEO
Date: November 8, 1996 /s/Marianne R. O'Connor
----------------------------
Marianne R. O'Connor
Treasurer & CFO
(15)
<PAGE>
EXHIBIT INDEX
3.1 Certificate of Amendment of the Certificate of Incorporation of
Iroquois Bancorp, Inc. as filed with the Secretary of State of the
State of New York on July 31, 1996.
27 Financial Data Schedule
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
IROQUOIS BANCORP, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
The undersigned, being respectively the President and Secretary of IROQUOIS
BANCORP, INC. (the "Corporation"), hereby certify:
1. The name of the Corporation is IROQUOIS BANCORP, INC.
2. The Certificate of Incorporation was filed by the Department of
State on March 21, 1989.
3. The Certificate of Incorporation, as now in full force and effect,
is hereby amended to effect the following change as authorized by Section 801 of
the Business Corporation Law:
To increase the number of authorized shares of common stock from 3,000,000
shares to 6,000,000 shares. The Paragraph designated "4.A." in the
Certificate of Incorporation is hereby amended to read in its entirety as
follows:
4. Capital Stock. The authorized capital stock of this
--------------
Corporation shall consist of Nine Million (9,000,000) shares of
common and serial preferred stock, which shall be classified as
follows:
A. Six Million (6,000,000) shares of the capital stock shall be
designated as shares of Common Stock, par value One Dollar ($1.00)
per share.
4. This Amendment to the Certificate of Incorporation was authorized by
the unanimous vote of the Board of Directors followed by vote of the holders of
a majority of all outstanding shares entitled to vote thereon at a meeting of
shareholders.
<PAGE>
IN WITNESS WHEREOF, we have signed this Certificate of Amendment this 23rd
day of July, 1996 and hereby affirm the truth of the statements contained herein
under penalty of perjury.
/s/ Richard D. Callahan
-------------------------------
Richard D. Callahan, President
/s/ James H. Paul
-------------------------------
James H. Paul, Secretary
2
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEPTEMBER
30, 1996 10-Q REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINACIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> SEP-30-1996 SEP-30-1995
<CASH> 11,567 9,730
<INT-BEARING-DEPOSITS> 400 6,200
<FED-FUNDS-SOLD> 0 0
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 42,395 30,220
<INVESTMENTS-CARRYING> 53,217 55,632
<INVESTMENTS-MARKET> 0 0
<LOANS> 345,975 324,842
<ALLOWANCE> (3,165) (3,401)
<TOTAL-ASSETS> 473,684 438,902
<DEPOSITS> 411,125 369,509
<SHORT-TERM> 26,097 33,268
<LIABILITIES-OTHER> 3,077 5,305
<LONG-TERM> 0 0
0 0
50 50
<COMMON> 2,361 2,334
<OTHER-SE> 30,974 28,436
<TOTAL-LIABILITIES-AND-EQUITY> 473,684 438,902
<INTEREST-LOAN> 22,087 20,956
<INTEREST-INVEST> 4,445 4,023
<INTEREST-OTHER> 108 130
<INTEREST-TOTAL> 26,640 25,109
<INTEREST-DEPOSIT> 11,006 10,179
<INTEREST-EXPENSE> 12,252 11,584
<INTEREST-INCOME-NET> 14,388 13,525
<LOAN-LOSSES> 969 670
<SECURITIES-GAINS> (1,038) (18)
<EXPENSE-OTHER> 10,385 9,411
<INCOME-PRETAX> 4,003 5,275
<INCOME-PRE-EXTRAORDINARY> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,433 3,179
<EPS-PRIMARY> .90 1.23
<EPS-DILUTED> .90 1.23
<YIELD-ACTUAL> 0 0
<LOANS-NON> 0 0
<LOANS-PAST> 0 0
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 0 0
<CHARGE-OFFS> 0 0
<RECOVERIES> 0 0
<ALLOWANCE-CLOSE> 0 0
<ALLOWANCE-DOMESTIC> 0 0
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
