IROQUOIS BANCORP INC
10-Q, 1997-11-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<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, 1997
                  --------------------

                    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:  2,387,989 shares of common
                                                  ---------                 
stock on September 30, 1997.
<PAGE>
 
                                     INDEX



                                                                   Page No.
                                                                   --------

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements
         Condensed Consolidated Balance Sheets -
         September 30, 1997 and December 31, 1996.............          3

         Condensed Consolidated Statements of Income -
         Three Months Ended September 30, 1997 and 1996.......          4

         Condensed Consolidated Statements of Income -
         Nine Months Ended September 30, 1997 and 1996........          5

         Condensed Consolidated Statements of Cash Flows-
         Nine Months Ended September 30, 1997 and 1996........        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
                                                                  
Item 3.  Quantative and Qualitative Disclosures About             
         Market Risk..........................................         13
                                                                  
                                                                  
PART II  OTHER INFORMATION                                        
                                                                  
Item 1.  Legal Proceedings....................................         14
                                                                  
Item 2.  Changes in Securities................................         14
                                                                  
Item 3.  Defaults upon Senior Securities......................         14

Item 4.  Submission of Matters to a Vote of Security Holders..         14

Item 5.  Other Information....................................         14

Item 6.  Exhibits and Reports on Form 8-K.....................         14


SIGNATURES....................................................         15


                                      (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,
                                                       1997          1996
                                                  --------------  -----------
<S>                                               <C>             <C>
ASSETS
Cash and due from banks                                $ 14,763        10,375
Federal funds sold and interest-bearing
  deposits with other financial institutions              2,700           300
Securities available for sale                            48,525        43,895
Securities held to maturity                              54,105        54,392
Loans receivable                                        362,706       348,463
  Less allowance for loan losses                          3,030         3,389
                                                       --------       -------
    Loans receivable, net                               359,676       345,074
Premises and equipment, net                               7,895         7,114
Federal Home Loan Bank stock, at cost                     2,999         2,279
Accrued interest receivable                               3,719         3,571
Other assets                                              4,577         5,908
- ------------------------------------------------       --------       -------
  Total Assets                                          498,959       472,908
================================================       ========       =======
 
LIABILITIES
Savings and time deposits                              $386,181       385,288
Demand deposits                                          28,706        24,934
Borrowings                                               43,225        25,536
Accrued expenses and other liabilities                    2,894         2,348
- ------------------------------------------------       --------       -------
  Total Liabilities                                    $461,006       438,106
- ------------------------------------------------       --------       -------
 
SHAREHOLDERS' EQUITY
Preferred Stock, $1.00 par value,
   3,000,000 shares authorized:
  Series A - 29,999 and 30,957 shares
   issued and outstanding in September
   1997 and December 1996 respectively,
   liquidation value $3,000                                  30            31
  Series B - 18,652 and 19,082 shares
   issued and outstanding in September
   1997 and December 1996 respectively,
   liquidation value $1,865                                  19            19
  Common Stock $1.00 par value; 6,000,000 shares
   authorized; 2,387,989 and 2,367,940 shares
   issued and outstanding at September 30, 1997
   and December 31, 1996, respectively                    2,388         2,368
Additional paid-in capital                               13,709        13,520
Retained earnings                                        22,069        19,260
Net unrealized gain on securities
  available for sale                                        175            56
Unallocated shares of Stock Ownership Plans                (437)         (452)
- ------------------------------------------------       --------       -------
  Total Shareholders' Equity                             37,953        34,802
- ------------------------------------------------       --------       -------
Total Liabilities and Shareholders' Equity             $498,959       472,908
================================================       ========       =======
</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,
                                               1997        1996
                                           ----------------------
<S>                                            <C>        <C>
 
Interest Income:
Loans                                          $7,713      7,577
Securities                                      1,677      1,499
Other                                              86         60
- -----------------------------------------      ------     ------
                                                9,476      9,136
                                               ------     ------
Interest Expense:                                       
Deposits                                        3,974      3,776
Borrowings                                        432        290
- -----------------------------------------      ------     ------
                                                4,406      4,066
                                               ------     ------
  Net Interest Income                           5,070      5,070
                                                        
Provision for loan losses                         373        227
- -----------------------------------------      ------     ------
Net Interest Income after Provision                     
  for Loan Losses                               4,697      4,843
- -----------------------------------------      ------     ------
Non-Interest Income:                                    
Service charges, commissions and fees             752        677
Net gain (loss) on sales of securities                  
  and loans                                        52     (1,039)
Other                                              41         53
- -----------------------------------------      ------     ------
  Total Non-Interest Income                       845       (309)
- -----------------------------------------      ------     ------
Non-Interest Expense:                                   
Salaries and employee benefits                  1,875      1,737
Occupancy and equipment expenses                  423        413
Computer and product service fees                 361        282
Promotion and marketing expenses                   82        107
Deposit insurance                                  24        606
Other                                             829        906
- -----------------------------------------      ------     ------
  Total Non-Interest Expense                    3,594      4,051
- -----------------------------------------      ------     ------
Income Before Income Taxes                      1,948        483
Income taxes                                      724        193
- -----------------------------------------      ------     ------
                                                        
Net Income                                      1,224        290
Preferred stock dividend                          111        111
- -----------------------------------------      ------     ------
Net income attributable to common stock        $1,113        179
=========================================      ======     ======
                                                        
Net income per common share                      $.47        .08
=========================================      ======     ======
                                                        
Cash dividends declared                          $.10        .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,
                                               1997        1996
                                           ------------------------
<S>                                           <C>        <C>
 
Interest Income:
Loans                                         $22,702     22,087
Securities                                      4,957      4,282
Other                                             252        271
- -----------------------------------------     -------     ------
                                               27,911     26,640
                                              -------     ------
Interest Expense:                                       
Deposits                                       11,571     11,006
Borrowings                                      1,099      1,246
- -----------------------------------------     -------     ------
                                               12,670     12,252
                                              -------     ------
  Net Interest Income                          15,241     14,388
                                                        
Provision for loan losses                       1,118        969
- -----------------------------------------     -------     ------
Net Interest Income after Provision                     
  for Loan Losses                              14,123     13,419
- -----------------------------------------     -------     ------
Non-Interest Income:                                    
Service charges, commissions and fees           2,200      1,908
Net gain (loss) on sales of securities                  
  and loans                                        89     (1,038)
Other                                             129         99
- -----------------------------------------     -------     ------
  Total Non-Interest Income                     2,418        969
- -----------------------------------------     -------     ------
Non-Interest Expense:                                   
Salaries and employee benefits                  5,503      4,986
Occupancy and equipment expenses                1,291      1,246
Computer and product service fees                 987        772
Promotion and marketing expenses                  244        280
Deposit insurance                                  73        705
Other                                           2,416      2,396
- -----------------------------------------     -------     ------
  Total Non-Interest Expense                   10,514     10,385
- -----------------------------------------     -------     ------
Income Before Income Taxes                      6,027      4,003
Income taxes                                    2,276      1,570
- -----------------------------------------     -------     ------
                                                        
Net Income                                      3,751      2,433
Preferred stock dividend                          330        340
- -----------------------------------------     -------     ------
Net income attributable to common stock       $ 3,421      2,093
=========================================     =======     ======
                                                        
Net income per common share                     $1.45        .90
=========================================     =======     ======
                                                        
Cash dividends declared                          $.26        .24
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                      (5)
<PAGE>
 
                    IROQUOIS BANCORP, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
 
                                                  Nine months ended
                                                    September 30,
                                                   1997       1996
                                                 ---------  --------
<S>                                              <C>        <C>
  Cash flows from operating activities:
  Net income                                     $  3,751     2,433
  Adjustments to reconcile net income to net
    cash provided by operating activities:
  Depreciation and amortization expense,
    provision for loan losses, deferred
    taxes and other                                 1,933     1,586
  Net (gain) loss on sale of securities
    and loans                                         (89)    1,038
  (Decrease) in accrued interest receivable
    and other assets                                 (276)     (190)
  Increase (decrease) in accrued expenses
    and other liabilities                             641     1,445
- -----------------------------------------------  --------   -------
  Net cash provided by operating activities         5,960     6,312
- -----------------------------------------------  --------   -------
  Cash flows from investing activities:
  Proceeds from sales of securities available
    for sale                                        8,665     8,026
  Proceeds from maturities and redemptions
    of securities available for sale                4,732     5,716
  Proceeds from maturities and redemptions
    of securities held to maturity                  9,286     8,359
  Purchases of securities available for sale      (16,933)  (18,179)
  Purchases of securities held to maturity         (9,874)  (15,940)
  Loans made to customers net of principal
    payments received                             (16,436)  (14,489)
  Loans of acquired branches                           --   (10,270)
  Proceeds from sales of loans                      2,196     3,211
  Capital expenditures                             (1,260)     (889)
  Purchase of FHLB stock                             (721)      (45)
  Premium paid for deposits                            --    (3,032)
  Other - net                                        (446)   (1,380)
- -----------------------------------------------  --------   -------
  Net cash provided (used) by investing
    activities                                    (20,791)  (38,912)
- -----------------------------------------------  --------   -------
  Cash flows from financing activities:
  Net increase (decrease) in savings
    accounts and demand deposits                   (3,097)   (1,708)
  Net increase in time deposits                     7,762    (2,920)
  Deposits of acquired branches                        --    46,652
  Net increase (decrease) in borrowings
    and other liabilities                          17,689    (9,153)
  Proceeds from issuance of common stock              346       247
  Dividends paid                                     (942)     (900)
  Redemption of preferred stock                      (139)      (41)
- -----------------------------------------------  --------   -------
  Net cash provided (used) by financing
    activities                                     21,619    32,177
- -----------------------------------------------  --------   -------
 
</TABLE>

                                      (6)
<PAGE>
 
                    IROQUOIS BANCORP, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                 Nine months ended
                                                   September 30,
                                                   1997     1996
                                                 --------  -------
<S>                                              <C>       <C>
 
  Net increase (decrease) in cash and
    cash equivalents                                6,788     (423)
  Cash and cash equivalents at beginning of
    period                                         10,675   12,390
- -----------------------------------------------   -------   ------
  Cash and cash equivalents at end of period      $17,463   11,967
- -----------------------------------------------   -------   ------
 
  Supplemental disclosures of cash flow
    information:
  Cash paid during the period for:
      Interest                                    $12,716   12,198
      Income taxes                                    916    2,134
 
  Supplemental schedule of non-cash investing
    activities:
  Loans to facilitate the sale of other
    real estate                                       166      409
  Additions to other real estate                      638    1,639
 
</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 1997 and 1996 was calculated for the
      respective periods by dividing net income applicable to common shares of
      $3,421,000 in 1997 and $2,093,000 in 1996 by the weighted average number
      of shares outstanding of 2,352,303  in 1997 and 2,321,942 in 1996.  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)  Other Accounting Issues
     -----------------------

      In June 1996 the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial Accounting Standards (SFAS) No. 125, "Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities."  SFAS 125 provides accounting and reporting standards for
      transfers and servicing of financial assets and extinguishment of
      liabilities occurring after December 31, 1996, and is based on consistent
      application of a "financial components approach" that focuses on control.
      The Statement provides consistent standards for distinguishing transfer of
      financial assets that are sales from transfers that are secured
      borrowings.  Effective January 1, 1997, the Company adopted SFAS 125 and
      the adoption did not have a material impact on its financial condition or
      results of operations.

      In February 1997 the FASB issued SFAS No. 128, "Earnings per Share."  SFAS
      128 establishes standards for computing and presenting earnings per share
      (EPS) and applies to entities with publicly held common stock or potential
      common stock.  SFAS 128 is effective for financial statements issued for
      periods ending after December 15, 1997, including interim periods.  Upon
      adoption, prior period EPS will be restated to conform with the provisions
      of SFAS 128.  Management does not believe the adoption of SFAS 128 will
      have a material impact on its financial condition or results of operation.



                                      (8)
<PAGE>
 
      In June 1997, the FASB issued SFAS No. 129, "Disclosure of Information
      about Capital Structure."  SFAS 129 establishes standards for disclosing
      information about an entity's capital structure and is effective for the
      Company in 1988.  Adoption of SFAS 129 is not expected to have an impact
      on the financial condition or results of operations of the Company.

      In June 1997, the FASB issued SFAS NO. 130, "Reporting Comprehensive
      Income."  SFAS 123 establishes standards for the reporting and display of
      comprehensive income and its components in a full set of general purpose
      financial statements.  Comprehensive income is defined as the change in
      equity of a business enterprise during a period from transactions and
      other events and circumstances from nonowner sources.  The impact of
      adopting SFAS 130, which is effective for the Company in 1998, has not
      been determined.

      In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
      an Enterprise and Related Information."  SFAS 131 requires publicly-held
      companies to report financial and other information about key revenue-
      producing segments of the entity for which such information is available
      and is utilized by the chief operation decision maker.  Specific
      information to be reported for individual segments includes profit or
      loss, certain revenue and expense items and total assets.  A
      reconciliation of segment financial information to amounts reported in the
      financial statements would be provided.  SFAS 131 is effective for the
      Company in 1998 and the impact of adoption has not been determined.



                                      (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, 1997 COMPARED TO SEPTEMBER 30, 1996
- --------------------------------------------------------------------

Net income for the three months ended September 30, 1997 was $1,224,000, or $.47
per share, compared to net income of $290,000, or $.08 per share, for the three
months ended September 30, 1996. The 1996 third quarter results included a pre-
tax loss of $1.1 million on the sale of certain classified mortgage loans as
well as a $556,000 expense relating to the recapitalization of the SAIF Deposit
Insurance Fund.

Net interest income was $5,070,000 for the third quarter of 1997, identical to
the amount of net interest income for the third quarter of 1996. Net interest
income remained flat for the quarter as a result of lower yields on retail loans
and higher deposit and borrowing costs, causing a tightening of net interest
margin. The net interest margin was 4.35% for the third quarter of 1997
compared to 4.74% for the third quarter of 1996.

Interest income was $9,476,000 for the quarter ended September 30, 1997,
compared to $9,136,000 for the quarter ended September 30, 1996. Average earning
assets increased to $465.8 million at quarter end September 1997 from $426.7
million at quarter end September 1996. The largest increase was reflected in
residential mortgage loans, which increased to $202.1 million from $185.3
million the year earlier.

Interest expense on deposits and borrowings was $4,406,000 for the quarter ended
September 30, 1997, compared to $4,066,000 for the quarter ended September 30,
1996. Average costing liabilities increased to $426.7 million in 1997 from
$410.1 million in 1996. Average deposits including non-interest bearing demand
deposits increased to $425.3 million from $413.7 million, while average
borrowings increased to $28.7 million from $20.1 million the year earlier. The
largest increase in deposits was from public funds, which increased to $26.4
million from $11.9 million.

The loan loss provision for the quarter ended September 30, 1997 was $373,000,
compared to $227,000 for the quarter ended September 30, 1996. The increase
reflects additions to the allowance for loan losses consistent with continued
loan growth and current levels of non-performing loans. The ratio of non-
performing loans to total loans increased from 1.20% at September 30, 1996 to
1.50% at September 30, 1997.

                                     (10)
<PAGE>
 
Total non-interest income increased to $845,000 in 1997, compared to a loss of
$309,000 in 1996. Net losses on the sale of securities and loans totaled
$1,039,000 in 1996 compared to net gains of $52,000 in 1997. The loss in 1996
reflects the loss on the sale of $4.6 million of certain classified commercial
mortgage loans. Non-interest income, excluding gains/losses on sales of
securities and loans, increased $63,000 reflecting increased loan and deposit
service fees.

Total non-interest expense decreased from $4,051,000 for the third quarter of
1996 to $3,594,000 for the third quarter of 1997. Excluding the 1996 SAIF
assessment, non-interest expense increased 2.8% and was largely related to
litigation costs incurred during the third quarter of 1997.

NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO SEPTEMBER 30, 1996
- -------------------------------------------------------------------

Net income for the nine months ended September 30, 1997 was $3,751,000, or $1.45
per share, compared to $2,433,000, or $.90 per share, for the nine months ended
September 30, 1996.

Net interest income was $15,241,000 for the first nine months of 1997, compared
to $14,388,000 for the first nine months of 1996. The increase was primarily
volume related as net interest margin increased from 4.40% for the nine months
ended September 30, 1996, to 4.44% for the nine months ended September 30, 1997.

Interest income increased from $26,640,000 for the first nine months of 1996 to
$27,911,000 for the first nine months of 1997. Interest expense for the first
nine months of 1996 was $14,388,000, compared to $15,241,000 for the first nine
months of 1997. Average earning assets increased from $433.5 million in 1996 to
$457.3 million in 1997. Average loans increased from $337.2 million to $349.5
million year over year, while average investments increased from $96.3 million
to $107.8 million. Average costing liabilities increased from $403.8 -million in
1997 to $420.0 million in 1996.

The loan loss provision for the nine months ended September 30, 1997 was
$1,118,000, compared to $969,000 for the nine months ended September 30, 1996.
The increase in 1997 compared to 1996 reflects additions to the allowance for
loan losses consistent with loan growth and a general increase in non-performing
loans, particularly mortgage loans in a non-accrual status.

Total non-interest income was $2,418,000 in 1997, compared to $969,000 in 1996.
Non-interest income in 1996 included net losses on the sale of securities and
loans of $1,038,000, compared to net gains of $89,000 in 1997.

Total non-interest expense was $10,385,000 in 1996, compared to $10,514,000 in
1997. The increase in salary and benefits primarily reflects additional expenses
associated with the three branches acquired during 1996. Computer and product
service fees reflect

                                     (11)
<PAGE>
 
increased data processing fees and service fees relating to the "Business
Manager" lending product. Deposit insurance premiums decreased as a result of
the recapitalization of the SAIF insurance fund during 1996. Other expense
increases were associated -Primarily with additional legal and consulting fees.

The provision for income taxes was $1,570,000 through September 30, 1996,
compared to $2,276,000 through September 30, 1997.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
- ----------------------------------------------------

Consolidated assets were $499.0 million at September 30, 1997, compared to
$472.9 million at December 31, 1996.
Net loans receivable increased to $359.7 million at September 30

1997, from $345.1 million at December 31, 1996. The increase was primarily in
residential mortgages, which increased from $188.2 million to $206.2 million.
Commercial mortgages decreased from $46.0 million at the end of December 1996 to
$41.1 million at the end of September 1997. Other consumer lending was stagnant
during the period, with ending balances increasing from $74.2 million to $75.1
million. Growth was also slow in commercial loans, which increased from $40.0
million to $40.3 million.

The allowance for loan losses at September 30, 1997, stood at $3.0 million, down
from $3.4 million at the end of December 1996. The allowance for loan losses as
a percentage of total loans was .83% at September 30, 1997, compared to .97% at
December 31, 1996. The allowance as a percentage of non-performing loans was
91.0% at December 31, 1996 and 55.8% at September 30, 1997. The decrease in the
allowance primarily reflects the charge-off of certain impaired loans during the
period.

Total securities increased from $98.3 million at December 31, 1996 to $102.6
million at September 30, 1997. The increase was primarily within the available
for sale portfolio which increased from $43.9 million to $48.5 million. U.S.
Government and Agency security holdings increased, while mortgage-backed
securities declined as a result of sales during the third quarter of 1997.

Total deposits increased from $410.2 million at December 31, 1996 to $414.9
million at September 30, 1997. The increase in deposits was primarily in demand
deposits, which increased from $24.9 million to $28.7 million.

Borrowings from the Federal Home Loan Bank of New York (FHLBNY) increased during
the period. Total borrowings were $25.5 million at December 31, 1996 compared to
$43.2 million at September 30, 1997. Term advances increased $6.0 million and
draws against lines of credit increased $11.7 million.

                                     (12)
<PAGE>
 
The Company had total shareholders equity of $38.0 million at September 30,
1997, compared to $34.8 million at December 31, 1996. The average equity to
assets ratio increased from 7.12% at the end of December 1996 to 7.34% at the
end of September 1997. Tier I capital to average assets for the period ending
September 30, 1997 was 7.06%.

As of September 30, 1997, the capital ratios of the Company and both of its
banking subsidiaries exceeded their respective capital ratio requirements and
the member bank ratios were within the "well capitalized" category under
applicable regulatory provisions.

At September 30, 1997, short-term liquid assets including securities and loans
totaled $53.4 million, compared to $44.2 million at December 31, 1996. The
Company considers its current level of liquidity and additional sources of funds
as both sufficient and within acceptable ranges.

Item 3.     QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

            Not Applicable

                                     (13)
<PAGE>
 
                            IROQUOIS BANCORP, INC. 
                               AND 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 - None

Item 6. Exhibits and Reports on Form 8-K - None


                                     (14)
<PAGE>
 
                            IROQUOIS BANCORP, INC. 
                               AND 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 13, 1997                 /s/Richard D. Callahan
                                        -------------------------------
                                        Richard D. Callahan 
                                        President & CEO




Date: November 13, 1997                 /s/Marianne R. O'Connor
                                        -------------------------------
                                        Marianne R. O'Connor 
                                        Treasurer & CFO

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
SEPTEMBER 30, 1997 10-Q REPORT AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   9-MOS                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997             DEC-31-1996
<PERIOD-START>                             JAN-01-1997             JAN-01-1996
<PERIOD-END>                               SEP-30-1997             SEP-30-1996
<CASH>                                          14,763                  11,567
<INT-BEARING-DEPOSITS>                           2,700                     400
<FED-FUNDS-SOLD>                                     0                       0
<TRADING-ASSETS>                                     0                       0
<INVESTMENTS-HELD-FOR-SALE>                     48,525                  42,395
<INVESTMENTS-CARRYING>                          54,105                  53,217
<INVESTMENTS-MARKET>                                 0                       0
<LOANS>                                        362,706                 345,975
<ALLOWANCE>                                    (3,030)                 (3,165)
<TOTAL-ASSETS>                                 498,959                 473,684
<DEPOSITS>                                     414,887                 411,125
<SHORT-TERM>                                    43,225                  26,097
<LIABILITIES-OTHER>                              2,894                   3,077
<LONG-TERM>                                          0                       0
                                0                       0
                                         49                      50
<COMMON>                                         2,388                   2,361
<OTHER-SE>                                      35,516                  30,974
<TOTAL-LIABILITIES-AND-EQUITY>                 498,959                 473,684
<INTEREST-LOAN>                                 22,702                  22,087
<INTEREST-INVEST>                                4,957                   4,282
<INTEREST-OTHER>                                   252                     271
<INTEREST-TOTAL>                                27,911                  26,640
<INTEREST-DEPOSIT>                              11,571                  11,006
<INTEREST-EXPENSE>                              12,670                  12,252
<INTEREST-INCOME-NET>                           15,241                  14,388
<LOAN-LOSSES>                                    1,118                     969
<SECURITIES-GAINS>                                  89                 (1,038)
<EXPENSE-OTHER>                                 10,514                  10,385
<INCOME-PRETAX>                                  6,027                   4,003
<INCOME-PRE-EXTRAORDINARY>                           0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     3,751                   2,433
<EPS-PRIMARY>                                     1.45                     .90
<EPS-DILUTED>                                     1.45                     .90
<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>


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