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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] 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
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IROQUOIS BANCORP, INC.
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(Exact name of Registrant as specified in its charter)
New York 16-1351101
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
115 Genesee Street, Auburn, New York 13021
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (315) 252-9521
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
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(Title of Class)
Floating Rate Cumulative Preferred Stock, Series A, $1.00 par value
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(Title of Class)
Floating Rate Noncumulative Preferred Stock, Series B, $1.00 par value
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(Title of Class)
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___________
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
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The aggregate market value of the shares of Registrant's voting stock, its
Common Stock, held by non-affiliates of Registrant as of February 27, 1998 was
$44,176,000 based upon the closing sale price of $25.25 per share of Common
Stock on that date, as reported by the NASDAQ Stock Market.
The number of shares outstanding of Registrant's Common Stock as of February 27,
1998 was 2,392,580.
Documents Incorporated by Reference
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Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1997 are incorporated by reference into Part I and II.
Portions of the Registrant's Definitive Proxy Statement relating to the Annual
Meeting of Shareholders to be held April 30, 1998 are incorporated by reference
into Part III.
This annual report contains certain "forward-looking statements" covered by
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. The Company is making this statement for the express purpose of availing
itself of the safe harbor protection with respect to any and all of such
forward-looking statements, which are contained in Management's Discussion and
Analysis and describe future plans or strategies and include the Company's
expectations of future financial results. The words "believe," "expect,"
"anticipate," "estimate," "project," and similar expressions identify forward-
looking statements. The Company's ability to predict results or the effect of
future plans or strategies is inherently uncertain. Factors that could affect
actual results include interest rate trends, the general economic climate in the
Company's market areas or in the country as a whole, loan delinquency rates, and
changes in federal and state regulation. These factors should be considered in
evaluating the forward-looking statements, and undue reliance should not be
placed on such statements.
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PART I
Item 1. Description of Business
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GENERAL
Iroquois Bancorp, Inc. (the "Company"), a New York corporation, is a bank
holding company that operates two wholly-owned financial institution
subsidiaries: Cayuga Bank , a New York state-chartered commercial bank and
trust company with its principal offices located in Auburn, New York and The
Homestead Savings FA ("Homestead Savings"), a federally chartered savings
association with its principal offices located in Utica, New York. Prior to
January 1, 1997, the Company was a thrift holding company and Cayuga Bank was a
New York state chartered savings bank. The Company became a bank holding company
in connection with the change in Cayuga Bank's charter from a savings bank to a
commercial bank under New York state law. Cayuga Bank and Homestead Savings are
sometimes referred to herein as the "member banks."
DESCRIPTION OF BUSINESS
The Company, through its member banks and their respective subsidiaries
(collectively, the "Subsidiaries"), is engaged solely in the business of
providing financial services to consumers and businesses. The Company caters to
the particular needs of its market areas through the Subsidiaries, offering a
broad range of financial products and services. Loan products offered by the
Company include mortgages, home equity loans and lines of credit, consumer
installment loans, credit cards, student loans, and commercial loans; deposit
products include savings, checking and time deposits, money market accounts, a
range of deposits for municipalities or other public corporations, and mortgage
escrow accounts. Other services available from the Company include insurance
and investment brokerage services, trust services and safe deposit facilities.
The business of the Company is more fully described in Management's
Discussion and Analysis at pages 5 through 23 of the Company's Annual Report to
Shareholders for the fiscal year ended December 31, 1997 (the "1997 Annual
Report to Shareholders"), incorporated herein by reference to Exhibit (13)
hereto.
MARKET AREA
The Company's market area currently covers the Central New York counties of
Cayuga, Oswego and Oneida and is dominated by a steadily aging population base.
According to market information provided by Claritas Inc., the population of
Cayuga County increased by 1.4% between 1990 and 1996. In Oswego County, the
increase was 4.4%. Based on 1990 census data, in Cayuga County 32.5% of the
population is over the age of 60, a 3% increase over the 1980 census. In Oswego
County the percentages are 25.3% and 6% respectively, and in Oneida County the
percentages are 36.6% and 6%, respectively. These statistics appear to follow a
national trend of people living longer. The Company intends to focus on this
market segment with products and services designed to accommodate an older
population, such as deposit accounts for senior citizens, trust and investment
services for wealth building and retention, and products for meeting housing
needs of the elderly through innovative mortgage programs.
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Much of the market is rural in character, with 20,598 rural housing units
out of 33,280 in Cayuga County, 32,443 rural housing units of 48,548 in Oswego
County and 34,293 rural housing units out of 101,251 in Oneida County. In
Cayuga County, there are 970 active farms, with 735 active farms in Oswego
County and 887 active farms in Oneida County. The unemployment rate is 5.6% for
Cayuga County, 6.8% for Oswego County and 4.7% for Oneida County.
The Cayuga Bank market area is located in the Finger Lakes region, between
the major Upstate New York cities of Rochester and Syracuse. Cayuga Bank
operates five full service offices in Cayuga County, three of which are within
the City of Auburn, and one office in Oswego County in the Village of Lacona. To
a limited extent the Cayuga Bank market has recently been extended to reach into
the Rochester market area through a brokered mortgage program. The metropolitan
statistical area (MSA) unemployment rate for Rochester is 4.0%. At the end of
the 1997 fiscal year, Cayuga Bank closed an office located in Lansing, Tompkins
County. Cayuga Bank is making efforts to retain customers from the Lansing
office by servicing them through the Moravia Office, the Bank's nearest location
in a contiguous County.
The Homestead Savings market area is located in the Mohawk Valley region,
east of Syracuse, and it includes the City of Utica. In the past several years,
the Mohawk Valley area has experienced a loss of manufacturing jobs and the
closing of the Griffiss Air Force Base in Rome, New York. The region has,
however, shown some signs of stabilization in the manufacturing sector, with the
former Lockheed-Martin manufacturing complex being purchased by ConMed and
announcement of expansion plans for local facilities by companies such as
Special Metals, Xerox and Mobile Climate Control.
COMPETITION
Because the primary business of the Company is the ongoing business of its
Subsidiaries, the competitive conditions faced by the Company are primarily
those of the member banks as financial institutions in their respective
geographic markets. Within their respective market areas, the member banks
encounter intense competition from other financial institutions offering
comparable products. These competitors include commercial banks, savings banks,
savings and loan associations, and credit unions. Competition for the broader
range of financial services provided by all of the Subsidiaries also comes from
non-banking entities such as personal loan companies, sales finance companies,
leasing companies, securities brokers and dealers, insurance companies, mortgage
companies, and money market and mutual fund companies.
To differentiate itself from the competition in its market areas, the
Company places strong emphasis on providing customers with highly personalized
service and products tailored to individual customer's needs. The Subsidiaries
utilize personal sales calls, convenient hours and locations, and loyalty
programs.
In addition to competition for financial services, the Company itself faces
competition for acquisition of other banking institutions or their branches.
Numerous banks and financial institutions in the Company's market areas are
pursuing acquisition strategies and have formed holding companies for the same
reasons as the Company.
STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES
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I. Distribution of Assets, Liabilities and Stockholders' Equity; Interest
Rates and Interest Differential
Information required by this section of Securities Act Industry Guide 3, or
Exchange Act Industry Guide 3 (Guide 3), is presented in the Registrant's
1997 Annual Report to Shareholders in Management's Discussion and Analysis
on page 7 in Table 1 - Net Interest Income Analysis, and on page 8 in Table
2 - Rate/Volume Analysis, which Tables 1 and 2 are incorporated herein by
reference.
II. Investment Portfolio
Information required by this section of Guide 3 is presented in the
Registrant's 1997 Annual Report to Shareholders in Management's Discussion
and Analysis on page 15 in Table 6 - Securities and on page 16 in Table 7 -
Maturity Schedule of Securities, which Tables 6 and 7 are incorporated
herein by reference.
III. Loan Portfolio
A. Composition of Loan Portfolio
Information required by this section of Guide 3 is presented in the
Registrant's 1997 Annual Report to Shareholders in Management's
Discussion and Analysis on page 10 in Table 3 - Summary of the Loan
Portfolio, which Table 3 is incorporated herein by reference.
B. Maturities and Sensitivities of Loans to Changes in Interest Rates
Information required by this section of Guide 3 is presented in
Registrant's 1997 Annual Report to Shareholders in Management's
Discussion and Analysis on page 10 in the table entitled Selected Loan
Maturity and Interest Rate Sensitivity, which Table is incorporated
herein by reference.
C. 1. Risk Elements
Information required by this section of Guide 3 is presented in
the Registrant's 1997 Annual Report to Shareholders in
Management's Discussion and Analysis on page 14 in Table 5 -
Summary of Non-Performing Assets, which Table 5 is incorporated
herein by reference.
2. Potential Problem Loans
Information required by this section of Guide 3 is presented in
the Registrant's 1997 Annual Report to Shareholders in
Management's Discussion and Analysis on pages 12 through 14, in
the discussion under the caption Non-Performing Assets, which
discussion is incorporated herein by reference.
3. Foreign Outstandings
The Company does not make loans to foreign companies and, at
December 31, 1997, 1996 and 1995, there were no foreign loans
outstanding.
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4. Loan Concentrations
Information required by this section of Guide 3 is presented in
the Registrant's 1997 Annual Report to Shareholders on pages 42
and 43 in note (17) of the Notes to Consolidated Financial
Statements relating to Commitments and Contingencies, which note
(17) is incorporated herein by reference.
IV. Summary of Loan Loss Experience
A. Analysis of the Allowance for Loan Losses
Information required by this section of Guide 3 is presented in the
Registrant's 1997 Annual Report to Shareholders in Management's
Discussion and Analysis on page 13 in Table 4 - Allowance for Loan
Losses, in the discussion on page 11 under the caption Allowance for
Loan Losses and in the discussion on pages 12 through 14 under the
caption Non-Performing Assets, which Table 4 and which discussions are
incorporated herein by reference.
B. Allocation of the Allowance for Loan Losses
Information required by this section of Guide 3 is presented in the
Registrant's 1997 Annual Report to Shareholders in Management's
Discussion and Analysis on page 13 in that portion of Table 4 -
Allowance for Loan Losses under the separate table heading Allocation
of Allowance for Loan Losses at December 31, which portion of Table 4
is incorporated herein by reference.
V. Deposits
Information required by this section of Guide 3 is presented in the
Registrant's 1997 Annual Report to Shareholders in Management's Discussion
and Analysis on page 7 in Table 1 - Net Interest Income Analysis, on page
17 in Table 8 - Deposits and on page 17 in Table 9 - Maturities of Time
Deposits - $100,000 and Over, which Tables 1, 8 and 9 are incorporated
herein by reference.
VI. Return on Equity and Assets
Information required by this section of Guide 3 is presented in the
Registrant's 1997 Annual Report to Shareholders on page 4 in the table
entitled Selected Consolidated Financial Data, which Table is incorporated
herein by reference.
VII. Short-Term Borrowings
Information required by this section of Guide 3 is presented in the
Registrant's 1997 Annual Report to Shareholders on pages 35 and 36 in note
(7) of the Notes to Consolidated Financial Statements relating to
Borrowings, in that portion of the table therein on information related to
the Federal Home Loan Bank Line of Credit at December 31, 1997 and 1996 and
in the discussion therein under the caption Line of Credit and Term
Advances, which tabular information and discussions are incorporated herein
by reference.
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EMPLOYEES
At December 31, 1997, the Company and its subsidiaries had 180 full-time
and 37 part-time employees. The Company and its Subsidiaries provide a variety
of benefit programs including group life, health, accident and other insurance
benefits, and retirement and stock ownership plans.
REGULATION AND SUPERVISION
The earnings of banks, and therefore the earnings of the Company, are
affected by policies of regulatory authorities, most significantly the Board of
Governors of the Federal Reserve System (the "FRB") which implements policies to
influence interest rates and the supply of money and credit in the banking
system. The FRB's monetary policies strongly influence the behavior of interest
rates and can have a significant effect on the operating results of commercial
banks, primarily through the FRB's policies that have a direct impact on
interest rates. The effects of various FRB policies on future business and
earnings of the Company cannot be predicted, nor can the nature or extent of any
effects of possible future governmental controls, legislative or regulatory
changes that may be implemented by the FRB or any of the other regulatory
agencies with jurisdiction over the Company or any Subsidiaries.
As sole shareholder of Cayuga Bank, under federal law the Company is a bank
holding company subject to the jurisdiction of the FRB. The Company also falls
within the definition of a thrift holding company as sole shareholder of
Homestead Savings, under the jurisdiction of the Office of Thrift Supervision
("OTS"). Under the provisions of the Economic Growth and Regulatory Paperwork
Reduction Act of 1996 ("EGRPRA"), the OTS adopted rules applicable to holding
companies that qualify as both a bank and thrift holding company, and the OTS no
longer supervises a holding company that controls both a bank and a savings
association if it is registered with the FRB. Accordingly, under federal law,
the Company files all reports with and is subject to regulation, examination,
and supervision solely by the FRB even though it continues to own a savings
association. OTS, however, continues to be the primary regulatory authority for
Homestead Savings, the Company's wholly-owned savings association subsidiary.
The Company also has been and continues to be a bank holding company for
purposes of state law and, as such, is subject to regulation, examination, and
supervision by the New York State Banking Department.
Cayuga Bank operates as a commercial bank, chartered as a New York State
trust company, and is subject to regulation, supervision and examination by the
New York State Banking Department as its primary regulatory authority and by the
Federal Deposit Insurance Corporation ("FDIC"). Homestead Savings is subject to
regulation, supervision and examination by the OTS as its primary regulatory
authority. Cayuga Bank's deposits are insured by the FDIC Bank Insurance Fund
("BIF") and Homestead Savings' deposits are insured by the FDIC Savings
Association Insurance Fund ("SAIF"). Each of the financial institutions is
subject to assessment of insurance premiums as the FDIC may require from time to
time to assure that the BIF and SAIF have adequate reserves. During the last
year, Cayuga Bank, as a well-capitalized institution insured by BIF, paid an
assessment of $0.013 per $100 of qualifying deposits and Homestead Savings, as a
well-capitalized SAIF-insured institution, paid $0.06 per $100 of qualifying
deposits. FDIC deposit insurance coverage under the respective BIF and SAIF is
generally in amounts up to $100,000 per depositor. The FDIC has the power to
terminate insured status or to suspend it temporarily under special conditions.
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The FRB has adopted minimum capital ratios and guidelines for assessing the
adequacy of capital of bank holding companies. The minimum capital ratios
consist of a risk-based measure, a leverage ratio and a Tier 1 leverage ratio.
Under the risk-based measure, a bank holding company must have a minimum ratio
of qualifying total capital to risk-weighted assets equal to 8%, of which at
least 4% must be in the form of Tier 1 capital. Qualifying total capital is
calculated by adding Tier 1 capital and Tier 2 capital. The risk-based capital
ratio, calculated by dividing qualifying capital by risk-weighted assets, also
incorporates capital charges for certain market risks. The leverage measure of
capital is based on two components, a minimum level of primary capital to total
assets of 5.5% and a minimum level of total capital to total assets of 6.0%.
The Tier 1 leverage ratio requires the ratio of Tier 1 capital to total assets
be at least 3%, and 100 to 200 basis points higher for holding companies that do
not meet certain other criteria. The other criteria include excellent asset
quality, high liquidity, low interest rate exposure and good earnings. At
December 31, 1997, the Company's capital ratios were in excess of the minimum
requirements.
The FRB also places bank holding companies into various categories based
upon these measures of capital adequacy, of which the highest level is "well
capitalized." A bank holding company is considered well capitalized if it
maintains a risk-based capital ratio of 10% or greater, a Tier 1 risk-based
capital ratio of 6% or greater, and a Tier 1 leverage ratio of 4% or greater, or
3% if it has a supervisory rating category (BOPEC) of 1 or has incorporated
market risk measures in its risk-based capital ratio, and if the bank holding
company is not subject to any written agreement, order or similar directive
issued by FRB for maintaining capital levels. Under EGRPRA, a bank holding
company that is deemed to be well-capitalized may engage in permissible non-
banking activities without prior approval from the FRB. Based on the Company's
calculation of its capital ratios, the Company qualifies as a well capitalized
bank holding company.
Both of the financial institution subsidiaries of the Company are also
subject to specific capital requirements of their respective regulators. Cayuga
Bank is subject to FDIC guidelines which require Tier 1 capital of at least 3%
of total assets, and 1% to 2% higher depending upon the bank's financial
condition and growth strategy. The FDIC risk-based capital guidelines require
that the ratio of total capital to risk-weighted assets must be at least 8%,
with a minimum of 4% in Tier 1 capital. Homestead Savings is subject to the
capital adequacy guidelines of the OTS, which require tangible capital of at
least 1.5% of total assets, core capital of at least 3% of total assets, and
minimum risk-based capital of 8% of risk-weighted assets. Both subsidiaries
have in excess of these capital requirements.
For supervisory purposes, each of the federal bank regulatory agencies have
promulgated regulations establishing five categories, ranging from well-
capitalized to critically under-capitalized, depending upon the institution's
capital and other factors. Capital adequacy provisions that apply to both
Cayuga Bank and Homestead Savings under guidelines adopted by all federal
banking regulatory agencies also require market risk measures to be included in
risk-based capital standards.
The Riegle-Neal Interstate Banking Efficiency Act of 1994 permits bank
holding companies and banks to engage in transactions involving interstate
acquisitions and mergers if the holding company and banking institution are
adequately capitalized and managed. The FRB imposes restrictions, however, on
the acquisition by the Company of more than 5% of the voting shares of any bank
or other bank holding company. Under the Community Reinvestment Act of 1977
("CRA"), the federal regulatory agencies are required to assess whether the
holding company or institutions are meeting the credit needs of the communities
served. All bank regulatory agencies take CRA ratings into consideration in
connection with
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any application for mergers, consolidations, including applications for
acquiring branch offices of operating institutions. New York State Banking
Department regulations impose similar requirements with respect to the CRA.
Cayuga Bank and Homestead Savings are also subject to certain FRB
regulations for the maintenance of reserves in cash or in non-interest bearing
accounts, the effect of which is to increase their cost of funds. Cayuga Bank
is also subject to comprehensive New York state regulation, including
limitations on the amount of dividends that may be paid to Iroquois as its sole
shareholder.
Item 2. Properties
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The Company's properties are all located in Central New York State.
Six banking office facilities are utilized by Cayuga Bank: three in Auburn, one
in Weedsport, one in Moravia, and one in Lacona, all of which are owned. The
Company has two offices in Utica, one office in Waterville, and one office in
Clinton, that are all owned and utilized as banking offices by Homestead
Savings. The Company also leases space in Freedom Mall, Rome, New York for use
by Homestead Savings, which lease expires in June, 1998. All of these
properties are in generally good condition and appropriate for their intended
use. The property used by the Cayuga Bank office in Lansing, New York until it
was closed at the end of 1997 was under lease that expired in December of 1997
and was not renewed.
Item 3. Legal Proceedings
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The Company is not involved in any pending legal proceedings, other
than routine legal proceedings undertaken in the ordinary course of business or
legal proceedings that, in the opinion of the management after consultation with
counsel, if determined adversely, would not have a material effect on the
consolidated financial condition or results of operations of the Company.
Item 4. Submission of Matters to a Vote of Stockholders
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NONE
* * * * * * * * * * *
EXECUTIVE OFFICERS OF THE REGISTRANT
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<TABLE>
<CAPTION>
Name Age Title
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<S> <C> <C>
Richard D. Callahan 55 President and Chief Executive Officer
Marianne R. O'Connor 43 Treasurer and Chief Financial Officer
Richard J. Notebaert, Jr. 54 Vice President
Melissa A. Komanecky 32 Vice President-Human Resources
W. Anthony Shay, Jr. 55 Vice President-Operations
</TABLE>
All of the foregoing executive officers were elected by the Company's
board of directors at its first board meeting in January for the fiscal year.
Each such executive officer
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was so elected to serve the Company, in addition to the officer's primary duties
as an executive officer of Cayuga Bank or Homestead Savings, for a term of one
year and until his or her successor is duly elected and qualified at the first
meeting of the board of directors held in January of each fiscal year.
Richard D. Callahan, President and Chief Executive Officer, joined
both the Company and Cayuga Bank in 1994. Prior to that time, he was Regional
Executive Vice President, Regional President, and Senior Executive Vice
President of Operations and Marketing, in that order, for Marine Midland Bank
from 1983 to 1993, after 18 years of prior banking experience.
Marianne R. O'Connor, Treasurer and Chief Financial Officer, joined
Cayuga Bank as manager of the Loan Servicing Department in 1979, subsequently
served as Assistant Comptroller, and was promoted to Treasurer in 1985 and to
Chief Financial Officer in 1988.
Richard J. Notebaert, Jr., Vice President, joined Homestead Savings in
February 1990 as Executive Vice President, and was promoted to President and
Chief Executive Officer of Homestead in 1992. Prior to that time, he had been
Executive Vice President of Monroe Savings Bank for 14 years.
Melissa A. Komanecky, Vice President-Human Resources, joined Cayuga
Bank in December, 1994 as Human Resource Director. She was promoted to Vice
President and Human Resource Director, first of Cayuga Bank and then of the
Company, and became an executive officer of the Company in January, 1997. Prior
to that time, she was Regional Human Resource Manager of Key Bank of New York
from 1988 to 1994.
W. Anthony Shay, Jr., Vice President-Operations, joined Cayuga Bank in
February, 1995 as Vice President. Prior to that time, he was Senior Vice
President Operations Support, Senior Vice President Processing Services Group,
Senior Vice President and Regional Executive, and held other various positions
with Marine Midland Bank from 1964 to 1994.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
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Reference is made to the information on page 46 of the Company's 1997
Annual Report to Shareholders, incorporated herein by reference to Exhibit (13)
hereto.
Item 6. Selected Financial Data
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Reference is made to Selected Consolidated Financial Data on page 4 of
the Company's 1997 Annual Report to Shareholders, incorporated herein by
reference to Exhibit (13) hereto.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
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of Operations
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Reference is made to Management's Discussion and Analysis in the
Company's 1997 Annual Report to Shareholders on pages 5 through 23 thereof,
incorporated herein by reference to Exhibit (13) hereto.
Item 7A. Quantative and Qualitative Disclosures About Market Risk
- -------- --------------------------------------------------------
Reference is made to the discussion under the caption Market Risk and
Interest Rate Risk Management on pages 19 through 21 and to Table 10 - Net
Portfolio Analysis and Table 11 - Interests Rate Sensitivity Table on page 20 of
Management's Discussion and Analysis in the Company's 1997 Annual Report to
Shareholders, which discussion and Tables 10 and 11 are incorporated herein by
reference to Exhibit (13) hereto.
Item 8. Financial Statements and Supplementary Data
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The consolidated financial statements of the Company, together with the
report thereon of its independent auditors, included in the 1997 Annual Report
to Shareholders on pages 24 through 45 thereof, along with the Unaudited
Summarized Quarterly Financial Information on page 46 thereof, are incorporated
herein by reference to Exhibit (13) hereto. The financial statements of the
Iroquois Bancorp 401(k) Savings Plan, together with the report thereon of its
independent auditors, as required by Rule 15d-21 pursuant to Section 15(d) of
the Securities Exchange Act of 1934, as amended, are incorporated herein by
reference to Exhibit (99) hereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------- ---------------------------------------------------------------
Financial Disclosure
--------------------
None.
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PART III
Item 10. Directors and Executive Officers of the Registrant
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(a) Identification of directors.
Reference is made to pages 6 and 7 under the caption ELECTION OF
DIRECTORS in the Company's Definitive Proxy Statement relating to its Annual
Meeting of Shareholders to be held on April 30, 1998 (the "Proxy Statement"),
incorporated herein by reference.
(b) Identification of executive officers.
The information pertaining to the Company's executive officers is
included in Part I of this Annual Report on Form 10-K following Item 4 hereof as
permitted by Instruction 3 to Item 401(b) of Regulation S-K.
(c) Family relationships.
There are no family relationships between any director, executive
officer, or any person nominated or chosen by the Company to become a director
or executive officer. Officers of the Company serve for a term of office from
the date of election to the next annual meeting of the board of directors and
until their respective successors are elected and qualified, except in the case
of death, resignation, or removal. There are no arrangements or understandings
with any other person pursuant to which any director or executive officer was
elected to such position.
(d) Compliance with Section 16(a) of the Exchange Act
Reference is made to the information under the caption COMPLIANCE WITH
SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 in the Company's Proxy
Statement on page 5 thereof, incorporated herein by reference.
Item 11. Executive Compensation
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Reference is made to the information under the caption EXECUTIVE
COMPENSATION on pages 8 through 15 of the Company's Proxy Statement,
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
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Reference is made to the information under the caption STOCK OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT on pages 2 through 4 of the
Company's Proxy Statement, incorporated herein by reference. There are no
arrangements known to the Company, including any pledge by any person of
securities of the Company, the operation of which may, at a subsequent date,
result in a change of control of the Company.
Item 13. Certain Relationships and Related Transactions
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Reference is made to the information under the caption CERTAIN
TRANSACTIONS on page 17 of the Company's Proxy Statement, incorporated herein by
reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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(a) (1) Financial Statements and Report of Independent Auditors. The
-------------------------------------------------------
following consolidated financial statements and reports of the
Company are incorporated in this Annual Report on Form 10-K by
reference to the 1997 Annual Report to Shareholders annexed
hereto as Exhibit (13):
Report of Independent Auditors.
Consolidated Balance Sheets as of December 31, 1997 and
1996.
Consolidated Statements of Income for each of the years in
the three-year period ended December 31, 1997.
Consolidated Statements of Cash Flows for each of the years
in the three-year period ended December 31, 1997.
Consolidated Statements of Shareholders' Equity for each of
the years in the three-year period ended December 31, 1997.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules. All financial statement schedules
-----------------------------
have been omitted as they are not applicable, not required, or
the information is included in the consolidated financial
statements or notes thereto.
(3) Exhibits. The following exhibits are filed herewith or have been
--------
previously filed with the Securities and Exchange Commission, as
noted, and numbered in accordance with Item 601 of Regulation
S-K:
Number Description
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3(A)(I) Restated Certificate of Incorporation of Registrant,
incorporated by reference to the Registrant's Registration
Statement on Form 8-A (No. 0-18301), filed with the
Commission on November 12, 1991, wherein such exhibit is
designated Exhibit 2(I)(2)(a).
3(A)(II) Certificate of Amendment of the Certificate of Incorporation
of Registrant, incorporated by references to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, filed with the Commission on
November 7, 1996, wherein such exhibit was designated
Exhibit 3.1.
13
<PAGE>
3(B) Bylaws of Registrant, incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995, filed with the Commission on
November 13, 1995, wherein such exhibit is designated
Exhibit 3(ii).
***********
COMPENSATORY PLANS OR ARRANGEMENTS
10(A) Employment Agreement with Richard D. Callahan, incorporated
by reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997, wherein such exhibit is
designated 10(A).
10(B) Employment Agreement with Marianne R. O'Connor, incorporated
by reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997, wherein such exhibit is
designated 10(C).
10(C) Employment Agreement with Richard J. Notebaert, Jr.,
incorporated by reference to Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1997, filed
with the Commission on May 14, 1997, wherein such exhibit is
designated 10(B).
10(D) Employment Agreement with Henry M. O'Reilly, incorporated by
reference to Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997, filed with the Commission
on May 14, 1997, wherein such exhibit is designated 10(D).
10(E) Employment Agreement with W. Anthony Shay, Jr., incorporated
by reference to Registrant's Quarterly Report on form 10-Q
for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997, wherein such exhibit is
designated Exhibit 10(D).
10(F) Amended and Restated 1988 Stock Option Plan, incorporated by
reference to Registrant's Registration Statement on Form S-8
(No. 33-94214), filed with the Commission on June 29, 1995,
wherein such exhibit is designated Exhibit 99.
10(G) 1996 Stock Option Plan, incorporated by reference to
Registrant's Registration Statement on Form S-8 (No.333-
10063), filed with the Commission on August 13, 1996,
wherein such exhibit is designated Exhibit 99.
10(H) Stock Purchase Incentive Program, incorporated by reference
to Registrant's Annual Report on form 10-K for the fiscal
year ended December 31, 1996, filed with the Commission on
March 27, 1997, wherein such exhibit is designated Exhibit
10(I).
14
<PAGE>
10(I) Description of Iroquois Bancorp, Inc. Management Group
Incentive Award Program, incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed with the Commission on March
18, 1996, wherein such exhibit is designated Exhibit 10.11.
10(J) Retirement Benefits Agreement with Richard D. Callahan,
incorporated by reference to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, filed
with the Commission on March 29, 1995, wherein such exhibit
is designated 10(L).
10(K) Separation Agreement with James H. Paul, incorporated by
reference to Registrant's Quarterly Report on 10-Q for the
quarter ended March 31, 1997, filed with the Commission on
May 14, 1997, wherein such exhibit is designated Exhibit
10(F).
************
13 Annual Report to Shareholders for Fiscal Year Ended December
31, 1997.
21 List of Subsidiaries.
23 Consent of KPMG Peat Marwick LLP for the Annual Report on
Form 10-K for the Fiscal Year Ended December 31, 1997.
24 Power of Attorney, included with the Signature Page of this
Annual Report on Form 10-K.
99 Iroquois Bancorp, Inc. 401(k) Savings Plan Financial
Statements and Schedules for Fiscal Year Ended December 31,
1997, together with Independent Auditors' Report Thereon.
15
<PAGE>
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 in the City of Auburn,
County of Cayuga, and State of New York on March 17, 1997.
IROQUOIS BANCORP, INC.
By: /s/Richard D. Callahan
-----------------------------------
Richard D. Callahan
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Richard D. Callahan and/or Marianne R. O'Connor
his true and lawful attorney-in-fact and agent with full power of substitution,
for him and his name, place and stead, in any and all capacities, to sign any
and all amendments to this Annual Report on Form 10-K, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K and Power of Attorney have been signed below by the
following persons in the capacities and on the dates indicated:
Name Title Date
- ---- ----- ----
/s/Richard D. Callahan President and Chief March 17, 1998
- -----------------------------
Richard D. Callahan Executive Officer,
Director
/s/Joseph P. Ganey Chairman of the Board March 17, 1998
- -----------------------------
Joseph P. Ganey
/s/Marianne R. O'Connor Treasurer and Chief March 17, 1998
- -----------------------------
Marianne R. O'Connor Financial Officer
16
<PAGE>
_____________________________ Director March __, 1998
Brian D. Baird
_____________________________ Director March __, 1998
John Bisgrove, Jr.
/s/Peter J. Emerson Director March 17, 1998
- -----------------------------
Peter J. Emerson
/s/Arthur A. Karpinski Director March 17, 1998
- -----------------------------
Arthur A. Karpinski
/s/Henry D. Morehouse Director March 17, 1998
- -----------------------------
Henry D. Morehouse
/s/Edward D. Peterson Director March 17, 1998
- -----------------------------
Edward D. Peterson
/s/Lewis E. Springer, II Director March 17, 1998
- -----------------------------
Lewis E. Springer, II
17
<PAGE>
EXHIBIT INDEX
Number Description
------ -----------
3(A)(I) Restated Certificate of Incorporation of Registrant,
incorporated by reference to the Registrant's Registration
Statement on Form 8-A (No. 0-18301), filed with the
Commission on November 12, 1991, wherein such exhibit is
designated Exhibit 2(I)(2)(a).
3(A)(II) Certificate of Amendment of the Certificate of Incorporation
of Registrant, incorporated by references to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, filed with the Commission on
November 7, 1996, wherein such exhibit was designated
Exhibit 3.1.
3(B) Bylaws of Registrant, incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995, filed with the Commission on
November 13, 1995, wherein such exhibit is designated
Exhibit 3(ii).
***********
COMPENSATORY PLANS OR ARRANGEMENTS
10(A) Employment Agreement with Richard D. Callahan, incorporated
by reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997, wherein such exhibit is
designated 10(A).
10(B) Employment Agreement with Marianne R. O'Connor, incorporated
by reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997, wherein such exhibit is
designated 10(C).
10(C) Employment Agreement with Richard J. Notebaert, Jr.,
incorporated by reference to Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1997, filed
with the Commission on May 14, 1997, wherein such exhibit is
designated 10(B).
10(D) Employment Agreement with Henry M. O'Reilly, incorporated by
reference to Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997, filed with the Commission
on May 14, 1997, wherein such exhibit is designated 10(D).
10(E) Employment Agreement with W. Anthony Shay, Jr., incorporated
by reference to Registrant's Quarterly Report on form 10-Q
for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997, wherein such exhibit is
designated Exhibit 10(D).
18
<PAGE>
10(F) Amended and Restated 1988 Stock Option Plan, incorporated by
reference to Registrant's Registration Statement on Form S-8
(No. 33-94214), filed with the Commission on June 29, 1995,
wherein such exhibit is designated Exhibit 99.
10(G) 1996 Stock Option Plan, incorporated by reference to
Registrant's Registration Statement on Form S-8 (No.333-
10063), filed with the Commission on August 13, 1996,
wherein such exhibit is designated Exhibit 99.
10(H) Stock Purchase Incentive Program, incorporated by reference
to Registrant's Annual Report on form 10-K for the fiscal
year ended December 31, 1996, filed with the Commission on
March 27, 1997, wherein such exhibit is designated Exhibit
10(I).
10(I) Description of Iroquois Bancorp, Inc. Management Group
Incentive Award Program, incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed with the Commission on March
18, 1996, wherein such exhibit is designated Exhibit 10.11.
10(J) Retirement Benefits Agreement with Richard D. Callahan,
incorporated by reference to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, filed
with the Commission on March 29, 1995, wherein such exhibit
is designated 10(L).
10(K) Separation Agreement with James H. Paul, incorporated by
reference to Registrant's Quarterly Report on 10-Q for the
quarter ended March 31, 1997, filed with the Commission on
May 14, 1997, wherein such exhibit is designated Exhibit
10(F).
19
<PAGE>
************
13 Annual Report to Shareholders for Fiscal Year Ended December
31, 1997.
21 List of Subsidiaries.
23 Consent of KPMG Peat Marwick LLP for the Annual Report on
Form 10-K for the Fiscal Year Ended December 31, 1997.
24 Power of Attorney, included with the Signature Page of this
Annual Report on Form 10-K.
99 Iroquois Bancorp, Inc. 401(k) Savings Plan Financial
Statements and Schedules for Fiscal Year Ended December 31,
1997, together with Independent Auditors' Report Thereon.
20
<PAGE>
IROQUOIS
BANCORP [LOGO]
Applying Technology With A Personal Touch
1997 IROQUOIS BANCORP, INC. ANNUAL REPORT
<PAGE>
================================================================================
Table of Contents
Financial Highlights
This page
A Message to Our
Shareholders
1
Cayuga Bank
2
The Homestead
Savings (FA)
3
Selected Consolidated
Financial Data
4
Management's
Discussion and Analysis
5
Report of Management
24
Report of Independent
Auditors
24
Consolidated Financial
Statements
25
Quarterly Information
46
Directors and Officers
47
Corporate Data
47
=========================
Stock Price*
- -------------------------
[THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]
<TABLE>
<CAPTION>
($ at year-end) Percent of Change
--------------- -----------------
<S> <C> <C>
1993 ................................. 8 3/4
1994 ................................. 8 1/4 -6%
1995 ................................. 13 +58%
1996 ................................. 17 +31%
1997 ................................. 25 3/4 +51%
</TABLE>
*Restated for 1995 stock split
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(dollars in thousands, ==== Percent
except per share amounts) 1997 1996 Change
- -----------------------------------------------====-----------------------------
<S> <C> <C> <C>
For The Year:
Net interest income $ 20,305 19,411 4.61%
Provision for loan losses 1,520 1,334 13.94
Non-interest income 3,227 1,735 85.99
Non-interest expense 14,121 13,586 3.94
Net income 4,897 3,779 29.58
Per Common Share:
Net income
Basic $ 1.89 1.43 32.17%
Diluted 1.85 1.41 31.21
Cash dividends declared .36 .32 12.50
Book value 14.42 12.71 13.45
Ratios:
Net interest margin 4.37% 4.42 (1.13)%
Interest rate spread 4.01 4.12 (2.67)
Return on average assets 1.00 .82 21.95
Return on average
shareholders' equity 13.54 11.51 17.64
Equity as a percent of
average assets 7.39 7.12 3.79
Dividend payout ratio 19.05 22.38 (14.88)
At Year-End:
Assets $ 509,778 472,908 7.80%
Loans, net 369,984 345,074 7.22
Borrowings 50,164 25,536 96.44
Deposits 417,011 410,222 1.65
Shareholders' equity 39,029 34,802 12.15
Number of:
Common shares outstanding 2,388,936 2,367,940 .89
Common shareholders of record 1,365 1,206 13.18
Employees (full time equivalent) 200 191 4.71
Banking offices (full service) 11 12 (8.33)
</TABLE>
================================================================================
<PAGE>
The appropriate application of technology increases efficiency, improves
our competitive position, and most importantly, further enhances our ability to
be responsive to customer needs.
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
A Message To Our Shareholders
[PHOTO]
Richard D. Callahan
President and Chief
Executive Officer
During 1997 we remained true to our mission of preserving the independence
and close community ties of each member bank, while promoting the sharing of
resources to make Iroquois member banks more competitive, responsive to
customers, and profitable to our shareholders. Significant technology
enhancements enabled us to both improve customer service and streamline
corporate support functions such as human resources, marketing, computer
systems, audit, finance and accounting.
The Iroquois strategy is founded in a commitment to use technology as a
tool to know more about each customer, deliver better products and services, and
anticipate customers' future needs. With the appropriate application of
technology -- one which makes personal service a priority -- we are confident we
can increase efficiency and enhance our ability to meet each customer's unique
needs. Our technology enhancements in 1997 included:
o Implementation of a new technology platform -- A comprehensive system
conversion was made with FISERV, our new technology partner, to
provide customers with enhanced products and services and to support
Iroquois' strategic operating plan.
o Introduction of Database Marketing -- A personalized customer contact
program using our Marketing Customer Information Files (MCIF) to
sustain our competitive difference by leveraging knowledge of our
customers and delivering value through strong, active, one-on-one
business relationships.
o Initiation of preparation for the Year 2000 -- A proactive plan to
insure all Iroquois computer hardware, software, and network systems
are programmed to recognize Year 2000 dates, avoiding service
disruptions at member banks as we enter the new millennium.
The benefits of these efforts are reflected in the following financial
highlights of 1997. Iroquois generated a return on average total equity of
13.54% and a return of 14.24% on common shareholders' equity. Net interest
income increased $894,000, or 4.6%, over 1996. This was driven by a 5.8%
increase in average interest-earning assets and a 20.2% increase in average
non-interest bearing funding sources. In addition, service fee income increased
$341,000, or 13.0% in 1997.
Residential mortgage loans increased 14.4% as a result of expanded product
and service offerings by our member banks. Average total deposits increased
$21.2 million in 1997. This included those deposits resulting from the
introduction of municipal banking services at Cayuga.
Looking forward, we will continue to match our advancements in operating
efficiency with the high level of service and attention our customers deserve.
We thank our staff for their outstanding teamwork throughout the
comprehensive, year-long conversion of systems and applications. We also
appreciate our customers' patience and support as we transition to a new way of
serving their banking needs, now and into the future.
In January 1998, William J. Humes, a founding director of Iroquois and a
director of Cayuga Bank since 1987, died. We will miss his counsel, and extend
our deepest sympathy to his wife and their family.
Very truly yours,
/s/ Richard D. Callahan
Richard D. Callahan
President and Chief Executive Officer
1
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Report of Cayuga Bank
"...Cayuga Bank's
service philosophy
extends to anticipating
customer needs at
various stages of their
personal and
professional lives."
Cayuga Bank reached new service levels in 1997 by listening to customer
needs and significantly improving technology.
Thanks to upgraded teller and platform software systems, our customers
experienced quicker, more streamlined transactions, along with the personal
service and expert assistance to which they've become accustomed.
A 24-hour Mortgage Approval Program was also introduced, made possible
through new software that enables us to provide our mortgage customers with fast
and efficient application processing.
Another important aspect of service is convenience. Once again, we've put
technology in the hands of the customer with a new 24-hour drive-up ATM at our
Loop Road office.
Beyond daily transactions, Cayuga Bank's service philosophy extends to
anticipating customer needs at various stages of their personal and professional
lives. This is where technology plays a critical role, helping us understand who
our customers are, and how to best craft the products and services they need. In
1997, Cayuga Bank's database marketing program helped strengthen and expand
customer relationships while making our commitment to "high-touch" personal
service more visible.
In addition, a new Customer Tracking System was installed, providing us
with a tool to profile, track, and follow-up on each customer contact. This
system enables us to capture and build on the important information received
from each customer contact.
In summary, Cayuga Bank has taken several major steps forward in our
technology plan for the future. Most importantly, we continue to deliver a blend
of high-quality personal service and products that our customers have come to
rely on from our community bank for over 130 years.
- --------------------------------------------------------------------------------
1997 Highlights for Cayuga Bank
- --------------------------------------------------------------------------------
Introduced a home affordability program and FHA "203K" home rehabilitation loan.
Established the Auburn Housing Partnership, a public/private sector community
housing rehabilitation program.
Cayuga Financial Services became designated by the State of New York as a
Registered Financial Investment Advisor.
Announced new Money Market investment options with tiered pricing and rates.
Improved customer service and efficiency with major renovations at our main
office and corporate headquarters in Auburn, the introduction of saturday
banking hours at our Moravia Branch, and the expansion of the teller line and
parking facilities at our West Genesee Street Branch.
Introduced municipal loans, and deposit services to the school districts and
towns in the markets we serve.
Supported the Cayuga Home for Children Fund Drive for the purchase of new beds.
Assisted in strengthening economic development in Cayuga County through staff
participation with city and county agencies and by providing commercial loan
services in support of area business expansion.
- --------------------------------------------------------------------------------
2
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Report of The Homestead Savings (FA)
Homestead Savings strengthened its competitive position in 1997 by
improving operations at all bank locations.
While continuing to market our specialized loan products and flexible
savings plans, technology made its mark in both back office and customer service
areas.
Dramatic improvements in efficiency were realized with the installation of
a Wide Area Network. This high speed communication system connects all our
branches and provides electronic mail, centralized loan processing and
underwriting, and improved network management capabilities.
Back office PCs and an enhanced digital communication line and equipment
were also part of Homestead's 1997 technology program.
While many of these enhancements were not immediately evident to customers,
the resulting smoothness and efficiency of daily operations is reflected in the
improved service we can now provide.
A more visible improvement for customers was the introduction of new teller
and platform PCs, helping us streamline the new account process and numerous
other daily transactions.
Homestead continued in 1997 to enhance service at the branch level,
particularly the use of technology to improve customer access and convenience.
The most significant enhancement took place at the Clinton Office with the
installation of a 24-hour drive-up ATM. Plans have been developed for a variety
of other service and operational improvements which will be pursued in the
coming year.
In 1998, Homestead looks forward to tapping into Iroquois' database
marketing capabilities, and further automation of our consumer lending area.
Above all, we are dedicated to making personal service a top priority while we
build a more efficient, more competitive organization.
"...We are dedicated
to making personal
service a top priority
while we build a more
efficient, more compet-
itive organization."
- --------------------------------------------------------------------------------
& The Homestead Savings
- --------------------------------------------------------------------------------
First in the market to offer a new vacation home lending program in the
Adirondack north country.
Improved customer access and convenience with the installation of a 24-hour
drive-up ATM at the Clinton office.
Participated in a tutoring program with the Utica City School District.
All Homestead branches generously participated in collecting contributions for
the local community food bank drives.
Opened a new loan origination office in Old Forge.
Provided support for several local fund drives, via employee participation,
including United Way, Muscular Dystrophy, Cystic Fibrosis and the Cancer
Society.
Introduced the reverse mortgage, a new retirement planning option for senior
homeowners.
Sponsored the 17th annual "Spirit of the Season" gift drive for a local
psychiatric center.
- --------------------------------------------------------------------------------
3
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Selected Consolidated Financial Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
At, or for the year ended, December 31,
- ------------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except ====
for per share amounts) 1997 1996 1995 1994 1993
- -------------------------------------------------------------====-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Total assets $509,778 472,908 437,803 423,977 403,210
Securities 103,620 98,287 84,105 81,991 57,910
Total loans, net 369,984 345,074 325,707 316,432 317,805
Deposits 417,011 410,222 369,101 358,876 362,967
Borrowings 50,164 25,536 35,250 34,778 11,073
Shareholders' equity 39,029 34,802 31,846 28,110 26,754
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME STATEMENT DATA
Interest income $ 37,522 35,763 33,713 30,639 30,842
Interest expense 17,217 16,352 15,752 12,521 12,945
- ------------------------------------------------------------------------------------------------------------------------------------
Net interest income 20,305 19,411 17,961 18,118 17,897
Provision for loan losses 1,520 1,334 917 830 1,464
Non-interest income 3,227 1,735 2,461 1,556 2,196
Non-interest expense 14,121 13,586 12,650 13,138 13,169
Income tax expense 2,994 2,447 2,704 2,283 2,186
- ------------------------------------------------------------------------------------------------------------------------------------
Income before and cumulative effect
of change in accounting principle 4,897 3,779 4,151 3,423 3,274
Cumulative effect of change
in accounting principle -- -- -- -- 200
- ------------------------------------------------------------------------------------------------------------------------------------
Net income 4,897 3,779 4,151 3,423 3,474
Dividends on preferred stock 441 451 469 415 423
- ------------------------------------------------------------------------------------------------------------------------------------
Net income applicable to
common shares $ 4,456 3,328 3,682 3,008 3,051
- ------------------------------------------------------------------------------------------------------------------------------------
PER COMMON SHARE DATA
Income before cumulative effect
of change in accounting principle $ 1.89 1.43 1.60 1.32 1.23
Cumulative effect of change
in accounting principle -- -- -- -- .09
Net income per common share:
Basic 1.89 1.43 1.60 1.32 1.32
Diluted 1.85 1.41 1.59 1.31 1.31
Cash dividends declared .36 .32 .30 .28 .27
Book value 14.42 12.71 11.60 10.02 9.21
- ------------------------------------------------------------------------------------------------------------------------------------
RATIOS
Yield on interest-earning assets 8.08% 8.15 8.18 7.73 8.12
Cost of interest-bearing liabilities 4.07 4.03 4.11 3.37 3.59
Interest rate spread 4.01 4.12 4.07 4.36 4.53
Net interest margin 4.37 4.42 4.36 4.57 4.71
Return on average assets 1.00 .82 .97 .83 .88
Return on average shareholders' equity 13.54 11.51 14.05 12.80 13.94
Equity as a percent of average assets 7.39 7.12 6.89 6.49 6.28
Dividend payout ratio 19.05 22.38 18.75 21.21 20.45
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Note: All share and per share data have been retroactively adjusted to reflect
the stock split as of 8/31/95.
4
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
INTRODUCTION
Iroquois Bancorp, Inc. ("Iroquois" or the "Company") is a New York
Corporation and the bank holding company of two financial institutions: Cayuga
Bank ("Cayuga") of Auburn, New York, a New York state-chartered commercial bank
and trust company, and The Homestead Savings (FA) ("Homestead") of Utica, New
York, a federally-chartered savings association. Iroquois, through these two
member banks and their subsidiaries (together, "the Banks"), provides banking
services to individuals and businesses in upstate New York, primarily in Cayuga,
Oswego, Oneida and Madison counties and surrounding areas. The Banks provide a
varying range of financial services reflecting the needs of their market area,
including residential mortgage loans, consumer and commercial loans, credit
cards, insurance and investment brokerage services, trust services and safe
deposit facilities.
The following discussion and analysis reviews the Company's business and
provides information about the financial condition and results of operations of
the Company. It should be read in conjunction with the consolidated financial
statements and accompanying notes and other statistical information included
elsewhere in this 1997 Annual Report.
OVERVIEW OF 1997
Iroquois reported net income for 1997 of $4.9 million, or $1.89 basic
earnings per share, compared to $3.8 million, or $1.43 per share, reported in
1996. Return on assets improved from .82% in 1996 to 1.00% in 1997. Return on
average equity improved from 11.51% in 1996 to 13.54% in 1997, while the return
on common shareholders' equity improved from 11.96% in 1996 to 14.24% in 1997.
Increases in net interest income and non-interest income contributed to growth
in net income and earnings per share in 1997. In 1996, earnings were unfavorably
affected by a $1.1 million loss on the sale of certain classified commercial
mortgage loans and a $556,000 assessment for the recapitalization of the SAIF
Deposit Insurance Fund.
Net interest income totaled $20.3 million for 1997 compared to $19.4
million for 1996, an increase of $.9 million, or 4.6%. Non-interest income,
excluding net losses on sales of loans and securities, increased $372,000, or
13.5%, for 1997. Non-interest expenses, increased $535,000, or 3.9%, for 1997
compared to 1996.
Total assets grew 7.8% in 1997 to end the year at $509.8 million. Net loans
were $370.0 million at December 31, 1997, compared to $345.1 million at December
31, 1996. Total deposits increased $6.8 million to $417.0 million at December
31, 1997. Shareholders' equity increased to $39.0 million at December 31, 1997
and represented 7.66% of year-end assets.
RESULTS OF OPERATIONS
Net Interest Income
Net interest income is one of the principal sources of Iroquois' earnings.
It represents the difference between the interest earned on assets, primarily
loans and securities, and the interest paid on liabilities, primarily deposits
and other borrowed funds. Several factors contribute to the determination of net
interest income, including the volume and mix of interest-earning assets and
funding sources, as well as related interest rates and cost of funds. Iroquois
has the ability to control the effect of some of these factors through its asset
and liability management and planning. External factors, such as overall
economic conditions, the strength of customer demand for loan
================================================================================
Assets
- --------------------------------------------------------------------------------
[THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]
<TABLE>
<CAPTION>
($ in millions)
<S> <C>
1993 ........................................................... 403.2
1994 ........................................................... 424.0
1995 ........................................................... 437.8
1996 ........................................................... 472.9
1997 ........................................................... 509.8
</TABLE>
================================================================================
Net Interest Margin
- --------------------------------------------------------------------------------
[THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]
<TABLE>
<CAPTION>
(Percentages)
<S> <C>
1993 ........................................................... 4.71
1994 ........................................................... 4.57
1995 ........................................................... 4.36
1996 ........................................................... 4.42
1997 ........................................................... 4.37
</TABLE>
5
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
and deposit products and Federal Reserve Board monetary policy can also have an
effect on changes in net interest income from one period to another.
Net interest income totaled $20.3 million for the year ended December 31,
1997, compared to $19.4 million for 1996. The $894,000, or 4.6%, increase was
principally the result of a 5.8% increase in average interest-earning assets in
1997 and a 20.2% increase in non-interest bearing funding sources, including
demand deposits, other liabilities and shareholders' equity.
Two key ratios are used to measure relative profitability of net interest
income. Net interest spread measures the difference between the yield on earning
assets and the rate paid on interest-bearing liabilities. Net interest margin
measures net interest income as a percentage of average total earning assets.
Net interest margin, unlike net interest spread, takes into account the level of
earning assets funded by interest-free sources such as non-interest-bearing
demand deposits and equity capital.
Net interest margin for 1997 decreased to 4.37% from 4.42% in 1996
primarily because of the decrease in net interest spread from 4.12% in 1996 to
4.01% in 1997. The decrease is attributable to the average yield on
interest-earning assets declining 7 basis points in 1997, to 8.08%, and the
average cost of interest-bearing liabilities increasing 4 basis points, to
4.07%, for 1997.
Average securities increased from $91.9 million, or 20.9% of average
interest-earning assets in 1996, to $103.2 million, or 22.2%, in 1997 as a
result of lower loan demand for commercial mortgages and consumer installment
loans.
Average loans increased $14.3 million to $356.5 million in 1997, from
$342.2 million in 1996. As a percentage of average interest-earning assets,
however, average loans declined to 76.7% in 1997, from 77.9% in 1996. Average
mortgage loans increased $8.5 million in 1997, to $241.4 million, and accounted
for 59.1% of the average loan growth in 1997. As a percentage of average assets,
however, average mortgage loans declined to 51.9% in 1997 from 53.0% in 1996,
resulting primarily from a continuing decline in commercial mortgage loans. The
decrease in yield on mortgage loans from 8.32% in 1996 to 8.17% in 1997 was
principally a result of the increase in residential mortgages, including
lower-yielding adjustable-rate mortgages, as a percentage of the portfolio in
1997. In addition, the lower mortgage portfolio yield tracks the general decline
in residential mortgage rates that occurred in 1997. Other loans in 1997
continued to represent approximately 25% of average interest-earning assets. The
yield on other loans increased from 9.36% in 1996 to 9.44% in 1997 and
corresponds primarily to the increase in the average prime rate from 1996 to
1997.
Average interest-bearing deposits increased $15.0 million to $393.5 million
in 1997, from $378.5 million in 1996. The increase in average interest-bearing
deposits was concentrated in the $15.6 million increase in time deposits in 1997
of which the majority was attributable to the growth in public fund deposits at
Cayuga. Cayuga was not able to accept public fund deposits prior to its
conversion to a commercial bank charter in January 1997. The interest rate paid
on average interest-bearing deposits increased to 3.93% in 1997, from 3.90% in
1996, due to the increase in higher-costing time deposits as a percentage of
average interest-bearing deposits. In 1997, time deposits represented 47.2% of
average interest-bearing deposits, compared to 45.4% in 1996.
Average borrowings in 1997 increased $2.1 million to $29.9 million, and
represented 7.1% of average interest-bearing liabilities for the year. This
increase includes the use of Federal Home Loan Bank ("FHLB") borrowings to
supplement deposit growth. The average cost of borrowings in
6
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
1997 increased to 5.89%, from 5.74% in 1996, and primarily corresponds to the
increase in the average federal funds rate from 1996 to 1997.
An increase in average non-interest-bearing sources of funds during 1997
contributed 36 basis points to net interest margin, compared to only 30 basis
points in 1996. The growth in shareholders' equity along with an increase in
average commercial and retail demand deposits in 1997 were the primary reason
for the higher level of interest-free sources of funds.
A summary of net interest income, as well as average balances for
interest-earning assets and interest-bearing liabilities for the years 1995
through 1997, is presented in Table 1. Table 2 shows changes in interest income,
interest expense and net interest income due to changes in volumes and rates
during that time period. A discussion of interest rate sensitivity is included
in the section on Market Risk and Interest Rate Risk Management in this Annual
Report.
Table 1 -- NET INTEREST INCOME ANALYSIS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Year ended December 31,
- ------------------------------------------------====--------------------------------------------------------------------------------
1997 1996 1995
- ------------------------------------------------====--------------------------------------------------------------------------------
Average Average Average Average Average Average
(dollars in thousands) Balance Interest Rate Balance Interest Rate Balance Interest Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST-EARNING ASSETS
Mortgage loans(1) $ 241,355 19,713 8.17% 232,907 19,378 8.32 222,893 18,449 8.28
Other loans, net(1) 115,135 10,866 9.44 109,286 10,225 9.36 99,581 9,678 9.72
Securities 103,218 6,606 6.40 91,924 5,838 6.35 82,659 5,118 6.19
Federal funds sold and
other investments 4,883 337 6.90 4,933 322 6.53 7,011 468 6.68
- ------------------------------------------------------------------------------------------------------------------------------------
Total interest-
earning assets 464,591 37,522 8.08 439,050 35,763 8.15 412,144 33,713 8.18
Non-interest-earning
assets 24,803 22,185 16,445
- ------------------------------------------------------------------------------------------------------------------------------------
Total Assets $ 489,394 461,235 428,589
- ------------------------------------------------------------------------------------------------------------------------------------
INTEREST-BEARING LIABILITIES
Savings deposits $ 189,960 4,807 2.53% 190,243 4,846 2.54 178,040 4,707 2.64
Time deposits 200,010 10,591 5.30 184,401 9,852 5.34 169,394 9,022 5.33
Mortgage escrow 3,491 59 1.69 3,854 61 1.58 5,405 85 1.56
Borrowings 29,869 1,760 5.89 27,757 1,593 5.74 30,396 1,938 6.38
- ------------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing
liabilities 423,330 17,217 4.07 406,255 16,352 4.03 383,235 15,752 4.11
Non-interest-bearing
liabilities 29,879 22,130 15,820
- ------------------------------------------------------------------------------------------------------------------------------------
Total Liabilities 453,209 428,385 399,055
Shareholders Equity 36,185 32,850 29,534
- ------------------------------------------------------------------------------------------------------------------------------------
Total Liabilities and
Shareholders Equity $ 489,394 461,235 428,589
- ------------------------------------------------------------------------------------------------------------------------------------
Net interest income
and interest rate spread $ 20,305 4.01% 19,411 4.12 17,961 4.07
Net interest margin
on earning assets 4.37 4.42 4.36
Ratio of interest-earning
assets to interest-bearing
liabilities 109.75 108.07 107.54
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Non-accrual loans are included in the average asset totals presented above.
7
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
================================================================================
Operating Revenues
- --------------------------------------------------------------------------------
[THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]
[PLOT POINTS TO COME]
<TABLE>
<CAPTION>
($ in thousands)
----------------
<S> <C>
Net Interest Income
1993
1994
1995
1996
1997
Non-Interest Income
1993
1994
1995
1996
1997
</TABLE>
================================================================================
Efficiency Ratio
- --------------------------------------------------------------------------------
[THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]
<TABLE>
<CAPTION>
(Percentages)
-------------
<S> <C>
1993 65.8
1994 64.2
1995 61.9
1996 61.3
1997 60.3
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Comparison of the Comparison of the
Years Ended Years Ended
December 31, 1997 and 1996 December 31, 1996 and 1995
- ------------------------------------------------------------------------------------------------------------------
Increase (Decrease) Increase (Decrease)
Due to Change In: Due to Change In:
Total Total
Average Average Increase Average Average Increase
(dollars in thousands) Balance Rate (Decrease) Balance Rate (Decrease)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Loans, net $ 1,210 (234) 976 1,684 (208) 1,476
Securities 722 46 768 612 108 720
Federal funds sold and
other investments (3) 18 15 (101) (45) (146)
- ------------------------------------------------------------------------------------------------------------------
Interest income 1,929 (170) 1,759 2,195 (145) 2,050
- ------------------------------------------------------------------------------------------------------------------
Savings and time deposits
and mortgage escrow 554 144 698 1,176 (231) 945
Borrowings 124 43 167 (169) (176) (345)
- ------------------------------------------------------------------------------------------------------------------
Interest expense 678 187 865 1,007 (407) 600
- ------------------------------------------------------------------------------------------------------------------
Net interest income $ 1,251 (357) 894 1,188 262 1,450
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
Note: The changes that are not due solely to volume or rate are allocated to
volume and rate based on the proportion of the change in each category.
Non-Interest Income
Non-interest income, excluding the net gain or loss on the sale of
securities and loans, totaled $3.1 million for 1997, up 13.5% compared to $2.8
million in 1996. The Company reported a net loss of $1.0 million on the sale of
loans and securities in 1996 compared to a net gain of $99,000 in 1997.
Service charges, the Company's primary source of non-interest income,
represents revenue from various sources including service charges on deposits
and loans, fees relating to trust and investment brokerage services, and
electronic banking and credit card processing fees. Revenue from service charges
for 1997 increased $341,000, to $3.0 million, compared to $2.6 million in 1996.
Fees earned on the Business Manager(R) accounts receivable management program,
as well as increases in retail loan fees and trust services revenue, accounted
for a significant portion of the increase in non-interest income.
Non-Interest Expense
Non-interest expense for 1997 totaled $14.1 million, compared to $13.6
million for 1996. Increases in 1997 for salaries and benefits, computer and
product service fee expenses, and other expenses were offset by a $645,000
decrease in deposit insurance expense. Deposit insurance expense in 1996
included an assessment of $556,000 related to the government's plan for
recapitalizing the SAIF Deposit Insurance Fund and lowering premiums for
federally insured savings and loans.
The Company's overhead ratio, its non-interest expense as a percentage of
average assets, was 2.89% for 1997, compared to 2.95% for 1996. The Company's
efficiency ratio, which measures non-interest expense as a percentage of
revenues, was 60.3% for 1997, compared to 61.3% for 1996. Revenues for this
analysis include net interest income and non-interest income excluding
non-recurring items.
8
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
Salaries and benefits for 1997 increased $631,000 to $7.3 million, compared
to $6.7 million for 1996. The increase was attributable to an increase in the
average number of full-time equivalent employees ("FTEs") in 1997, general merit
increases of approximately 4%, and the full implementation of a Company-wide
incentive compensation plan designed to focus all employees on performance
measurements and objectives. Salaries and benefits represented 51.9% of total
non-interest expense for 1997, compared to 49.3% for 1996.
Computer and product service fees for 1997 increased by $283,000, or 27.1%,
to $1.3 million, compared to $1.0 million for 1996. Service fees relating to the
Business Manager(R) product increased $116,000 in 1997 due to higher volume
levels of customer usage. Computer service fees increased by $120,000 in 1997 as
a result of the outsourcing of item processing services. The costs associated
with outsourcing, however, were mostly offset by reductions in internal staffing
and equipment costs. Computer service fees for 1997 also included expenses
relating to the Company's conversion to Fiserv, Inc. as its primary data
processing provider.
Other real estate ("ORE") expenses decreased $55,000 to $333,000 for 1997,
compared to $388,000 for 1996. The decrease represents a decline in the number
of properties held in ORE during 1997, the length of time the properties were
held prior to sale, and related losses.
Other non-interest expenses for 1997 increased $290,000 to $3.0 million for
1997, compared to $2.7 million for 1996. Other expenses included a $154,000
increase for a full year of amortization of the intangible asset recognized in
the acquisition of branches and related deposits from OnBank & Trust Co. in May
1996. In addition, legal and consulting fees increased $148,000 relating to
Cayuga's costs in defending a civil suit. Consulting fees incurred in 1997 for
corporate and employee benefit plan analyses also contributed to the increase.
Provision for Income Taxes
For 1997, the provision for income taxes was $3.0 million with an effective
tax rate of 37.9%. The provision for income taxes for 1996 was $2.4 million with
an effective tax rate of 39.3%.
A more comprehensive analysis of income tax expense is included in Note 8
to the consolidated financial statements included in this Annual Report.
FINANCIAL CONDITION
Loans
Loans represent the largest component of the Company's earning assets.
Total loans increased $24.8 million for the year, from $348.5 million at
December 31, 1996, to $373.3 million at December 31, 1997. This increase was due
primarily to the 14.4% growth in residential mortgage loans attributable to
Cayuga's expansion of its mortgage lending program during 1997. Table 3 provides
a five-year summary of the loan portfolio.
Mortgage loans continue to represent the largest portion of the Company's
loan portfolio. At December 31, 1997, mortgage loans represented 68.8% of total
loans, compared to 67.2% at December 31, 1996. The mortgage portfolio consists
of loans secured by first or second liens on residential or commercial
properties located principally in upstate New York. Residential mortgage loans
are generally underwritten and documented in accordance with secondary market
standards, and fixed-rate residential mortgage loans with terms exceeding 20
years are sold at the time of origination. Commercial mortgage loans have
generally been originated on properties in and around Cayuga's market area.
9
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
Table 3 -- SUMMARY OF THE LOAN PORTFOLIO
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
December 31,
- ---------------------------------------====--------------------------------------------------------------------------
(dollars in thousands) 1997 1996 1995 1994 1993
- ---------------------------------------====--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mortgage loans
Residential $ 215,255 188,187 171,883 169,518 164,471
Commercial 41,678 46,022 53,363 54,321 53,313
- ---------------------------------------------------------------------------------------------------------------------
Total mortgage loans $ 256,933 234,209 225,246 223,839 217,784
- ---------------------------------------------------------------------------------------------------------------------
Other loans
Home equity lines
of credit 27,110 25,486 24,200 24,589 22,454
Consumer 45,401 46,551 40,974 32,499 26,028
Mobile home -- -- -- -- 12,125
Commercial 41,920 40,009 35,904 35,118 38,998
Education 1,905 2,208 2,763 3,651 3,240
- ---------------------------------------------------------------------------------------------------------------------
Total other loans $ 116,336 114,254 103,841 95,857 102,845
- ---------------------------------------------------------------------------------------------------------------------
Total loans receivable $ 373,269 348,463 329,087 319,696 320,629
Allowance for loan losses 3,285 3,389 3,380 3,264 2,824
- ---------------------------------------------------------------------------------------------------------------------
Loans receivable, net $ 369,984 345,074 325,707 316,432 317,805
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
The following table shows maturities of certain loan classifications at
December 31, 1997 and an analysis of the rate structure for such loans due in
over one year.
SELECTED LOAN MATURITY AND INTEREST RATE SENSITIVITY
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Rate Structure for Loans
Maturity Maturing Over One Year
- ----------------------------------------------------------------------------------------------------------------------------------
One Over One Year Over Predetermined Floating or
Year or Through Five Five Interest Adjustable
(dollars in thousands) Less Years Years Total Rate Rate
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Commercial Loans $ 38,847 2,267 806 41,920 3,073 --
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Residential mortgage loans increased to $215.3 million, or 57.7% of total
loans, at December 31, 1997, compared to $188.2 million, or 54.0%, at December
31, 1996. The increase in residential mortgage loans came principally from loans
originated through mortgage brokers in the greater Rochester area. Cayuga added
approximately $31.3 million in broker originated loans to its residential
mortgage loan portfolio, compared to $15.7 million in mortgages originated in
its primary market area. Homestead generated mortgage loans in its market area
of $7.2 million in 1997 including loans generated through its new loan
production office opened in Old Forge, NY. Cayuga's expansion of its mortgage
origination network allowed the Bank to take advantage of the full variety of
its products, its fast turnaround times and highly personal service to meet the
needs of one of the faster growing markets in upstate New York. Experienced
staff, expanded quality control procedures, and extensive monitoring and
reporting programs were added by the Bank to ensure broker loan originations
meet the standards of the Company's lending policies.
Commercial mortgage loans continued to decrease in 1997 and represented
11.1% of total loans, or $41.7 million, at December 31, 1997, compared to 13.2%
of loans, or $46.0 million at year-end 1996. High rates of amortization and
prepayment along with slow demand and increased competition caused the
commercial mortgage loan portfolio to decline for the third straight year.
Consumer loans, which include auto loans, fixed-rate home equity and home
improvement loans, overdraft protection, credit cards, and other personal
installment loans, decreased $1.2 million,
10
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
or 2.5%, in 1997. The decrease was marked by a decline in personal installment
loans reflecting the consumer's increasing use of non-bank leasing and dealer
financing programs.
Home equity lines of credit increased $1.6 million, or 6.4%, during 1997.
These loans are generally made at variable interest rates with the prime rate as
the repricing index. This product provides the customer with an open line of
credit, secured by a lien on residential real estate, and accessible through
check writing privileges. The line of credit, together with all loans
collateralized by the underlying property, is generally limited to 75%-80% of
the property's appraised value.
Educational loans, which consist of loans originated under federal and
state sponsored student lending programs, declined $303,000, or 13.7%, at
December 31, 1997. This decrease from 1996 reflects the continued impact of
federally sponsored direct student lending initiatives.
Commercial loans increased $1.9 million to $41.9 million at December 31,
1997, compared to $40.0 million at December 31, 1996. Commercial loans
represented 11.2% of total loans at year end 1997, compared to 11.5% at year end
1996. Cayuga, presently, is the only member bank in the holding company to offer
commercial business lending. The Bank offers a variety of loan products to its
commercial customers including notes, lines of credit, installment loans and the
Business Manager(R) program, an accounts receivable cash flow management program
in which the Bank purchases and manages a customer's accounts receivable on a
full recourse basis. The program was first offered by Cayuga in 1996 and at year
end 1997 and 1996 there were $3.7 million and $1.9 million, respectively, in
outstanding accounts receivable purchases under the program.
Commercial lending is generally considered to involve a higher degree of
risk than the Banks' other lending products. These loans tend to have larger
balances, and repayment is typically dependent on the successful operations and
income stream of the borrower. Underlying collateral for these loans typically
consists of assets of the business, which may be subject to market obsolescence.
Because such risks can be significantly affected by economic and competitive
factors, the Company attempts to control the risk by limiting lending to any one
borrower, or group of related borrowers, to a maximum of 10% of its capital.
At December 31, 1997, Iroquois had no significant concentration of loans in
any single industry, nor did the loan portfolio contain any loans to finance
highly speculative transactions. Iroquois will continue to emphasize a high
quality diversified loan portfolio. New lending volume in 1998 is expected to
continue to come from residential mortgage lending and home equity financing, as
well as targeted growth in commercial lending.
Allowance for Loan Losses
The allowance for loan losses represents amounts available for future loan
losses and is based on management's ongoing evaluation of the loan portfolio,
taking into consideration such factors as historical loan loss experience, the
detailed review of specific loans identified under the Company's internal review
processes, estimated losses on impaired loans, current economic conditions and
other pertinent factors. Management monitors the entire loan portfolio to
identify problem loans or risks in the portfolio in a timely manner and to
maintain an appropriate allowance for loan losses.
The primary responsibility and accountability for daily lending activities
rests with the Banks. Loan personnel at each Bank have the authority to extend
credit under board approved lending policies. Each Bank maintains a continuous
and comprehensive loan review program
================================================================================
Loans Receivable, Net
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
($ in millions)
---------------
<S> <C>
1993 317.5
1994 316.4
1995 325.7
1996 345.1
1997 370.0
- --------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
developed in conjunction with the type, level and risk of its particular loan
portfolio. The loan review program is designed to evaluate credit quality, loan
documentation, and the adequacy of the allowance for loan losses. Loan review
procedures, including a grading system and independent loan review of large loan
relationships, are utilized to ensure that potential problem loans are
identified early in order to lessen any potentially negative impact on earnings.
At December 31, 1997, the allowance for loan losses totaled $3.3 million,
compared to $3.4 million at year end 1996. The 1997 provision for loan losses
increased $186,000 to $1.5 million, compared to $1.3 million in 1996. The
increase in the provision reflects additions to the allowance to maintain a
sufficient coverage level given increases in net charge-offs and non-performing
loans.
Net charge-offs of $1.6 million increased by $299,000 in 1997 over the
previous year. Net charge-offs of residential mortgages and commercial loans
declined in 1997 compared to 1996, while net charge-offs of consumer loans
increased only slightly. Net charge-offs of commercial mortgage loans increased
$406,000 and was driven primarily by a $667,000 charge-off of a particular
commercial mortgage loan. Management believes that the conditions relating to
this loan's underlying collateral make it uncharacteristic of the loans in the
commercial mortgage portfolio.
The allowance for loan losses as a percent of total loans was .88% at
December 31, 1997, compared to .97% at year end 1996. The decrease in the
allowance as a percentage of total loans reflects the changing mix of the loan
portfolio toward a greater proportion of residential mortgages. Residential
mortgage loans, compared to consumer and commercial loans, generally carry a
lower risk of loss or net charge-off. Management believes that the allowance for
loan losses at December 31, 1997 is adequate based on all currently available
information.
Table 4 summarizes activity in the allowance for loan losses for the years
1993 through 1997 and an allocation of the year end balances, with related
statistics for the allowance and net charge-offs. The allowance for loan losses
has been allocated according to the amount considered to be necessary to provide
for the possibility of losses being incurred within the various loan categories.
The allocation is based primarily on previous net charge-off experience,
adjusted for changes in the risk profile of each category, as well as additional
amounts allocated based on potential losses identified through the loan review
process. The anticipated effect of economic conditions on both individual loans
and loan categories is also considered in quantifying amounts allocated to each
loan category. Because the allocation is based on management's judgement and
estimates, it is not necessarily indicative of the charge-offs that may
ultimately occur.
Non-Performing Assets
Non-performing assets include non-performing loans and real estate acquired
by foreclosure. Non-performing loans include loans that have been placed on
nonaccrual status and loans past due ninety days or more and still accruing
interest. Table 5 provides a five-year summary of non-performing assets.
Non-performing assets increased $2.5 million, or 58.5%, from December 31,
1996 to December 31, 1997. At December 31, 1997, non-performing assets
represented 1.8% of total loans and other real estate ("ORE") and 1.3% of total
assets, compared to 1.2% and .9%, respectively, at year end 1996. The increase
in non-performing assets was due to the increase in non-performing loans from
$3.6 million, or 1.0% of total loans, at December 31, 1996 to $6.2 million, or
1.7% of total loans, at December 31, 1997.
12
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
Table 4 -- ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Year ended December 31,
- ----------------------------------------------------====----------------------------------------------------------------------------
(dollars in thousands) 1997 1996 1995 1994 1993
- ----------------------------------------------------====----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at beginning of period $ 3,389 3,380 3,264 2,824 2,602
Provision for loan losses 1,520 1,334 917 830 1,464
Charge-offs
Residential mortgages (216) (247) (225) (103) (30)
Commercial mortgages (1,065) (634) (205) -- (140)
Commercial loans (140) (180) (157) (92) (248)
Mobile home loans -- -- -- (55) (332)
Consumer loans (387) (345) (353) (263) (569)
- ------------------------------------------------------------------------------------------------------------------------------------
Total charge-offs (1,808) (1,406) (940) (513) (1,319)
Recoveries
Residential mortgages 57 2 7 7 1
Commercial mortgages 25 -- -- -- --
Commercial loans 22 11 33 35 4
Mobile home loans -- -- -- 11 --
Consumer loans 80 68 99 70 72
- ------------------------------------------------------------------------------------------------------------------------------------
Total recoveries 184 81 139 123 77
- ------------------------------------------------------------------------------------------------------------------------------------
Net charge-offs (1,624) (1,325) (801) (390) (1,242)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at end of period $ 3,285 3,389 $ 3,380 3,264 2,824
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio of charge-offs net of
recoveries to loans outstanding .44% .38 .24 .13 .39
Allowance for loan losses as a percent of:
Total loans .88 .97 1.03 1.02 .88
Non-performing loans 53.21 93.28 63.67 75.75 131.96
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Allocation of Allowance for Loan Losses at December 31,
- --------------------------------====------------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993
- --------------------------------====------------------------------------------------------------------------------------------------
% of % of % of % of % of
Loans Loans Loans Loans Loans
to Total to Total to Total to Total to Total
Amt Loans Amt Loans Amt Loans Amt Loans Amt Loans
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Residential mortgages $ 585 57.67% 471 54.00 402 52.23 201 53.02 74 51.30
Commercial mortgages 1,246 11.16 1,677 13.21 1,452 16.22 1,201 16.99 582 16.63
Commercial loans 826 11.23 617 11.48 807 10.91 1,297 10.99 861 12.16
Mobile home loans -- -- -- -- -- -- -- -- 669 3.78
Consumer loans 628 19.94 624 21.31 719 20.64 565 19.00 638 16.13
- ------------------------------------------------------------------------------------------------------------------------------------
Total $ 3,285 99.88% 3,389 100.00 3,380 100.00 3,264 100.00 2,824 100.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Non-performing residential mortgage loans increased $1.4 million to $3.0
million at December 31, 1997, compared to $1.5 million at December 31, 1996.
Based on recent analyses of delinquency trends, the increase in non-performing
loans within the residential mortgage portfolio appears to be a result of such
factors as job loss, illness, marital difficulties, and bankruptcy. Property
values in the Company's market areas are fairly stable, although the resale
market has been sluggish. Management has committed additional resources toward
collection and workout efforts in the residential mortgage portfolio.
Non-performing commercial mortgages accounted for $2.4 million, or 39.5%,
of non-performing loans at December 31, 1997, compared to $1.6 million, or
43.2%, at year-end 1996. All non-performing commercial mortgages at December 31,
1997 are either in the process of foreclosure
13
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
Table 5 -- SUMMARY OF NON-PERFORMING ASSETS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
December 31,
- ---------------------------------------------====--------------------------------------------------------
(dollars in thousands) 1997 1996 1995 1994 1993
- ---------------------------------------------====--------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Loans in nonaccrual $ 5,902 3,288 4,299 3,383 977
Loans past due 90 days or
more and still accruing 272 345 1,010 813 1,163
- ---------------------------------------------------------------------------------------------------------
Total non-performing loans 6,174 3,633 5,309 4,196 2,140
Other real estate 565 618 427 193 1,503
- ---------------------------------------------------------------------------------------------------------
Total non-performing assets $ 6,739 4,251 5,736 4,389 3,643
- ---------------------------------------------------------------------------------------------------------
Percent of:
Total loans and real estate
acquired by foreclosure 1.80% 1.22 1.74 1.37 1.14
Total assets 1.32 .90 1.31 1.04 .90
Non-performing loans as a
percent of total loans 1.65 1.04 1.61 1.31 .67
- ---------------------------------------------------------------------------------------------------------
</TABLE>
or operating under an agreed upon workout plan. One loan, previously classified
as a potential problem loan, represents 50% of the non-performing commercial
mortgage balance at December 31, 1997. The loan, as of year-end 1997, was in a
workout status with an established payment plan. In addition, management
believes there to be adequate collateral supporting the loan.
Management believes that, through its loan review program, it has taken a
conservative approach to evaluating non-performing loans and the loan portfolio
in general, both in acknowledging the general condition of the portfolio and in
establishing the allowance for loan loss. Non-performing and past due loans are
monitored on a continual basis in order to guard against further deterioration
in their condition. Management has identified, through normal internal credit
review procedures, $3.0 million in "potential problem loans" at December 31,
1997. These problem loans are defined as loans not included as non-performing
loans above, but about which management has developed information regarding
possible credit problems which may cause the borrowers future difficulties in
complying with present loan repayments. There were no loans classified for
regulatory purposes as loss, doubtful, substandard, or special mention that have
not been identified as impaired or non-performing or which cause management to
have serious doubts as to the ability of the borrower to comply with the loan
repayment terms. In addition, there were no material commitments at December 31,
1997 to lend additional funds to borrowers whose loans were classified as
non-performing.
Iroquois will continue to focus on improving asset quality through active
management of problem assets, early detection of potential problem assets,
consistent and adequate collection procedures, and timely charge-offs.
Securities
The Company's investment strategy continues to focus on maintaining a
securities portfolio that provides a source of liquidity through maturities and
selling opportunities, contributes to overall profitability, and provides a
balance to interest rate and credit risk in other categories of the balance
sheet. The Company does not engage in securities trading or derivatives
activities in carrying out its investment strategies. Given the strong loan to
asset ratios of the Banks, a conservative posture is taken in respect to the
types of securities carried in the portfolio. Investment securities are
primarily US Treasuries, US Government agencies and Government sponsored
mortgage-backed
14
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
securities providing high quality and low risk to the overall composition of the
balance sheet. A portion of the portfolio is classified as available for sale to
provide flexibility in making adjustments to the portfolio based on changes in
the economic or interest rate environment, unanticipated liquidity needs, or
alternative investment opportunities. The available for sale portfolio is
evaluated regularly with respect to changes in interest rates to determine the
appropriate degree of exposure and potential volatility. At December 31, 1997,
securities represented 20.3% of total assets, compared to 20.8% at year-end
1996.
Securities available for sale, which are carried at fair value, increased
from $43.9 million at December 31, 1996 to $51.9 million at year-end 1997, and
consisted primarily of US Government and agencies obligations including pools of
SBA-guaranteed adjustable rate loans. The available for sale portfolio
represented 50.1% and 44.7% of total securities at December 31, 1997 and 1996,
respectively. Securities held to maturity at December 31, 1997 represented 49.9%
of total securities and consisted primarily of corporate bonds and
mortgage-backed securities. At December 31, 1996, the held to maturity portfolio
totaled $54.4 million and represented 55.3% of total securities.
Table 6 presents a three-year summary of the securities portfolio. Table 7
presents the maturity distribution of the securities portfolio along with the
weighted average yields. Mortgage-backed securities are classified in this Table
according to their final maturity date and do not project any forecasted
amortization or prepayment.
Table 6 -- SECURITIES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
December 31,
- -------------------------------------------------====--------------------------------------------------------------------------
(dollars in thousands) 1997 1996 1995
- -------------------------------------------------====--------------------------------------------------------------------------
Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Securities available for sale:
U.S. Government &
agencies obligations $ 42,187 42,537 33,654 33,784 29,444 29,683
State and municipal
obligations 231 232 -- -- -- --
Corporate 1,507 1,517 500 501 1,514 1,518
Other 3,000 2,983 3,000 2,976 3,000 2,976
Mortgage-backed securities 4,664 4,675 6,648 6,634 5,142 5,206
- -------------------------------------------------------------------------------------------------------------------------------
51,589 51,944 43,802 43,895 39,100 39,383
- -------------------------------------------------------------------------------------------------------------------------------
Securities held to maturity:
U.S. Government &
agencies obligations 25 25 60 60 60 61
State and municipal
obligations 3,729 3,795 1,489 1,519 1,200 1,233
Corporate 27,717 27,887 27,638 27,723 22,918 23,175
Mortgage-backed securities 20,205 20,475 25,205 25,316 20,544 20,883
- -------------------------------------------------------------------------------------------------------------------------------
51,676 52,182 54,392 54,618 44,722 45,352
- -------------------------------------------------------------------------------------------------------------------------------
Total $ 103,265 104,126 98,194 98,513 83,822 84,735
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
Table 7 -- MATURITY SCHEDULE OF SECURITIES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
at December 31, 1997
- ------------------------------------------------------------------------------------------------------------------------------------
Maturing
Within After One But After Five But After
One Year Within Five Years Within Ten Years Ten Years
(dollars in thousands) Amount Yield Amount Yield Amount Yield Amount Yield
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Securities available for sale:
U.S. Government &
agencies obligations $ 7,024 5.87% 30,500 6.37 -- -- 4,663 6.54
State and municipal
obligations -- -- -- -- 231 4.35 -- --
Corporate -- -- 1,507 6.39 -- -- -- --
Other 3,000 5.99 -- -- -- -- -- --
Mortgage-backed securities -- -- -- -- -- -- 4,664 6.20
- ------------------------------------------------------------------------------------------------------------------------------------
10,024 5.91 32,007 6.37 231 4.35 9,327 6.37
- ------------------------------------------------------------------------------------------------------------------------------------
Securities held to maturity:
U.S. Government &
agencies obligations 25 7.38 -- -- -- -- -- --
State and municipal
obligations 861 4.24 818 5.23 2,050 4.72 -- --
Corporate 8,719 6.24 18,495 6.45 -- -- 503 7.42
Mortgage-backed securities 400 4.66 5,014 6.37 1,807 6.98 12,984 6.94
- ------------------------------------------------------------------------------------------------------------------------------------
10,005 6.01 24,327 6.39 3,857 5.78 13,487 6.96
- ------------------------------------------------------------------------------------------------------------------------------------
Total $ 20,029 5.96% 56,334 6.38 4,088 5.70 22,814 6.71
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Funding Sources
Customer deposits, consisting of savings and money market accounts, time
deposits, mortgage escrow deposits, and retail and commercial checking accounts,
represent the primary source of asset funding for the Banks. Other sources of
funds include overnight borrowings from other financial institutions and
short-term borrowings or term advances under agreements with the Federal Home
Loan Bank (FHLB). Table 8 provides a three-year summary of deposits.
Total deposits increased $6.8 million, or 1.7%, from $410.2 million at
December 31, 1996 to $417.0 million at December 31, 1997. Average total deposits
for 1997 were $419.9 million compared to $398.7 million for 1996. The growth in
public fund (municipal) deposits held at Cayuga was primarily responsible for
the increase in deposits in 1997. Municipal deposits at December 31, 1997
totaled $27.1 million, belonging to a diversified customer base of local
municipalities and school districts. Overall deposit trends for 1997
demonstrated a continued reduction in savings accounts, growth in retail money
market accounts, outflows of retail time deposits offset by growth in municipal
time deposits, and growth in interest-bearing checking and demand deposit
accounts.
At December 31, 1997, savings accounts were $105.1 million, or 25.2% of
total deposits, compared to $121.7 million, or 29.7% of deposits at December 31,
1996. Money market accounts increased from $37.3 million, or 9.1% of deposits,
at year-end 1996 to $41.0 million, or 9.8% of deposits, at December 31, 1997.
Checking and demand deposits accounted for $66.3 million, or 15.9%, of total
deposits, at December 31, 1997, compared to $60.7 million, or 14.8%, at December
31, 1996. At December 31, 1997, time deposits represented 48.2%, or $201.1
million, of deposits compared to 45.7%, or $187.4 million, at year-end 1996.
Time deposits of $100,000 or greater, all of which are from customers within the
Banks' local market areas, totaled $41.0 million, or 9.8% of total deposits, at
December 31, 1997, compared to $18.0 million, or 4.4%, at year-end 1996. The
increase in time deposits of $100,000 or greater is principally due to the
addition of $20.1 million in
16
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
municipal time deposits during 1997. Table 9 presents a maturity schedule of
time deposits of $100,000 and over.
Total borrowings at December 31, 1997 were $50.2 million, or 10.7% of total
liabilities, compared to $25.5 million, or 5.8%, at December 31, 1996.
Borrowings averaged 6.6% and 6.5% of total liabilities during 1997 and 1996,
respectively, and consisted primarily of overnight and term advances from the
FHLB.
Iroquois anticipates that retail deposit growth will continue to be
challenging in 1998 given local economic and demographic trends in the Banks'
market areas and recent declines in interest rates. Changes in Individual
Retirement Account ("IRA") laws may generate retirement savings growth
opportunities during 1998 as customers take advantage of favorable tax treatment
for IRA contributions and rollovers. In addition, the Banks will continue to
focus on building upon existing relationships with their customers through
targeted marketing and personal sales efforts designed to attract additional
accounts and deposits.
Table 8 -- DEPOSITS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
December 31,
- ----------------------------------====------------------------------------------
(dollars in thousands) 1997 1996 1995
- ----------------------------------====------------------------------------------
<S> <C> <C> <C>
Savings accounts $ 105,132 121,737 112,894
Time deposit accounts 201,056 187,360 178,210
Money market accounts 41,033 37,255 26,056
Mortgage escrow deposits 3,446 3,131 4,881
Interest checking 38,781 35,805 32,614
Commercial checking &
other demand deposits 27,563 24,934 14,446
- --------------------------------------------------------------------------------
Total $ 417,011 410,222 369,101
- --------------------------------------------------------------------------------
</TABLE>
Table 9 -- MATURITIES OF TIME DEPOSITS-$100,000 AND OVER
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(dollars in thousands) December 31, 1997
- --------------------------------------------------------------------------------
Maturity Amount
- --------------------------------------------------------------------------------
<S> <C>
Three months or less $ 26,874
Over three through six months 4,168
Over six through twelve months 4,417
Over twelve months 5,530
- --------------------------------------------------------------------------------
$ 40,989
- --------------------------------------------------------------------------------
</TABLE>
CAPITAL RESOURCES
Shareholders' equity increased from $34.8 million at December 31, 1996 to
$39.0 million at year-end 1997. Equity per common share, commonly referred to as
book value, increased 13.5%, from $12.71 at year-end 1996 to $14.42 at December
31, 1997.
Iroquois paid total cash dividends of $1.3 million in 1997, of which
$441,000 was paid to preferred shareholders. Common shareholders received $.36
per share, for a total of $848,000 and a payout ratio to earnings per share of
19.1%, compared to 22.4% in 1996. Cash dividends have
17
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
been paid on the Company's common stock for eleven consecutive years. The
Company intends to continue the practice of regular payment of common stock
dividends as long as its subsidiary Banks remain profitable and in compliance
with regulatory capital requirements.
Capital adequacy in the banking industry is evaluated primarily by the use
of ratios which measure capital against total assets, as well as against total
assets, that are weighted based on risk characteristics. At December 31, 1997,
Iroquois exceeded all regulatory required minimum capital ratios and each of the
Banks met the definition of a "well capitalized institution" as defined by
applicable regulation. On a consolidated basis at December 31, 1997, Iroquois
had a total capital to assets ratio (leverage ratio) of 7.66%, a common equity
to assets ratio of 6.70%, a tangible common equity to assets ratio of 6.23% and
a total capital to risk-weighted assets ratio of 11.75%. A more comprehensive
analysis of regulatory capital requirements is included in Note 16 to Iroquois'
consolidated financial statements included in this Annual Report.
The Company emphasizes the capital adequacy of its Banks as an important
foundation for their individual growth plans, liquidity, and projected capital
needs, as well as for meeting regulatory requirements. Iroquois, as the parent
company, also serves as the vehicle for access to capital markets that cannot be
met through internal capital growth. While internally generated capital is the
Company's primary strategy for capital growth of the Banks, Iroquois remains the
source of funds, if necessary, to strengthen the capital position of its
subsidiaries. For its own capital needs, Iroquois also looks to the Banks as a
primary source of funds, and to capital markets for capital needs that cannot be
met by earnings from its subsidiaries, such as for the acquisition of new
subsidiaries.
The Company strives to maintain optimal capital levels that are
commensurate with the risk profiles of its subsidiary Banks. The Company
regularly reviews its capital position and monitors adherence to regulatory
requirements.
LIQUIDITY MANAGEMENT
Liquidity management involves the ability to meet the cash flow
requirements of customers, such as depositors wanting to withdraw funds or
borrowers wishing to obtain funds to meet their credit needs. Proper liquidity
management provides the necessary access to funds to satisfy cash flow
requirements. Failure to manage liquidity properly can result in the need to
satisfy customer withdrawals and other obligations on less than desirable terms.
In the ordinary course of business, Iroquois' cash flows are generated from
net operating income, loan repayments and the maturity or sale of other earning
assets. In addition, liquidity is continuously provided through the acquisition
of new deposits and borrowings, or the renewal of maturing deposits and
borrowings. Liquidity management at the Banks is based on maintaining a strong
base of core customer deposits, an adequate level of short-term and available
for sale securities, and the availability of dependable borrowing sources.
At December 31, 1997, the Company held securities maturing in one year or
less, excluding estimated payments from amortizing securities, of $20 million,
or 19.3% of the total securities portfolio. Securities available for sale at
December 31, 1997 totaled $51.9 million, or 10.2% of total assets. In addition,
funding is currently available to each Bank through its membership in the
Federal Home Loan Bank of New York ("FHLB"). Through the FHLB, each Bank can
borrow up to 25% of total assets at various terms and interest rates.
18
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
The consolidated statements of cash flows included in the consolidated
financial statements contained in this Annual Report identify Iroquois' cash
flows from operating, investing, and financing activities. During 1997,
operating activities generated cash flows of $7.3 million, while financing
activities provided $30.4 million. Investing activities, primarily net
investments in loans and securities, used $34.9 million, resulting in a net
increase in cash and cash equivalents of $2.8 million in 1997.
While many factors, such as economic and competitive factors, customer
demand for loans and deposits, bank reputation and market share, affect the
Banks' ability to effectively manage their liquidity, management is not aware of
any trends, events or uncertainties that will have or that are reasonably likely
to have a material effect on the Company's liquidity, capital resources or
operations.
MARKET RISK AND INTEREST RATE RISK MANAGEMENT
Market risk is the risk of loss from adverse changes in market prices and
rates. The Company's market risk arises primarily from interest rate risk
inherent in its lending and deposit activities. Other types of market risk, such
as foreign currency exchange rate risk and commodity price risk, do not arise in
the normal course of the Company's business activities.
Managing interest rate risk is of primary importance to Iroquois. The
Company's asset and liability management program includes a process for
identifying and measuring potential risks to earnings and to the market value of
equity due to changes in interest rates. Interest rate risk is measured and
managed for each bank and monitored from a holding company perspective. The goal
of interest rate risk analysis is to minimize the potential loss in net interest
income and net portfolio value that could arise from changes in interest rates.
Iroquois' asset/liability management strategies emphasize balancing the mix and
repricing characteristics of its loans, securities, deposits and borrowings to
ensure that exposure to interest rate risk is limited within acceptable levels.
Iroquois determines sensitivity of earnings and capital to changes in interest
rates by utilizing various tools.
A simulation model is the primary tool used to assess the impact of changes
in interest rates on net interest income. Key assumptions used in the model
include prepayment speeds on loans and mortgage-backed securities, loan volumes
and pricing, customer preferences and sensitivity to changing rates and
management's projected financial plans. These assumptions are compared to actual
results and revised as necessary. The Company's guidelines provide that net
interest income should not decrease by more than 5% when simulated against a
twelve-month rising or declining rate scenario that reflects a gradual change in
rates of up to 200 basis points. At December 31, 1997, based on simulation model
results, the Company was within these guidelines. Actual results may differ from
simulated results due to the inherent uncertainty of the assumptions, including
the timing, magnitude and frequency of rate changes, customer buying patterns,
economic conditions and management strategies.
The Company also uses a net portfolio value ("NPV") analysis as another
means of measuring and monitoring its interest rate risk. NPV (also referred to
as the "market value of equity") represents the difference between the present
value of the Company's liabilities and the present value of the expected cash
flows from its assets. Table 10 sets forth, at December 31, 1997, an analysis of
the Company's interest rate risk as measured by the estimated changes in NPV
resulting from instantaneous and sustained parallel shifts in the interest rate
yield curve.
19
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
Table 10 -- NET PORTFOLIO VALUE ANALYSIS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(dollars in thousands) at December 31, 1997
- --------------------------------------------------------------------------------
Change in interest rate Estimated Change in NPV
(basis points) NPV Amount %
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
+200 $41,260 $(11,778) (22.2)%
+100 47,135 (5,903) (11.1)
0 53,038 -- --
-100 58,768 5,730 10.8
-200 62,614 9,576 18.1
- --------------------------------------------------------------------------------
</TABLE>
The NPV analysis incorporates assumptions regarding the projected
prepayment speeds on loans and mortgage-backed securities and estimated cash
flows on deposits without a stated maturity date. The assumptions are primarily
based on the Company's historical prepayment and/or runoff speeds of assets and
liabilities when interest rates increase or decrease by 200 basis points or
greater. The Company's guidelines provide that a Bank's NPV should not decrease
more than 25% as a result of a sudden rate change of plus or minus 200 basis
points.
Another tool used to measure interest rate sensitivity is the cumulative
gap analysis which is presented in Table 11. The cumulative gap represents the
net position of assets and liabilities subject to repricing in specified time
periods. Deposit accounts without specified maturity dates are modeled based on
historical run-off characteristics of these products in periods of rising rates.
At December 31, 1997, the Company had a virtually neutral one year cumulative
gap position.
Table 11 -- INTEREST RATE SENSITIVITY TABLE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
At December 31, 1997
- ------------------------------------------------------------------------------------------------------------------------------------
0 - 3 4 - 12 1 - 5 Over 5
(dollars in thousands) Months Months Years Years Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest-sensitive assets
Mortgage loans:
Residential $ 21,038 62,934 82,376 48,907 215,255
Commercial 10,668 9,975 19,506 1,529 41,678
Consumer and commercial loans 66,447 14,276 28,807 6,806 116,336
Securities 9,375 14,927 51,319 3,119 78,740
Mortgage-backed securities 1,785 7,377 11,723 3,995 24,880
- ------------------------------------------------------------------------------------------------------------------------------------
Total interest-sensitive assets $ 109,313 109,489 193,731 64,356 476,889
- ------------------------------------------------------------------------------------------------------------------------------------
Interest-sensitive liabilities
Deposits:
Savings and NOW accounts $ 6,020 17,886 53,335 66,672 143,913
Money market deposit accounts 1,950 5,847 14,772 18,464 41,033
Certificates of deposit 56,055 90,294 54,705 2 201,056
Borrowed funds 23,687 17,000 9,000 477 50,164
- ------------------------------------------------------------------------------------------------------------------------------------
Total interest-sensitive liabilities $ 87,712 131,027 131,812 85,615 436,166
- ------------------------------------------------------------------------------------------------------------------------------------
Interest rate sensitivity gap $ 21,601 (21,538) 61,919 (21,259) 40,723
Cumulative interest rate
sensitive gap $ 21,601 63 61,982 40,723
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios
Cumulative gap to total assets:
at 12/31/97 4.2% 0 12.2 8.0
at 12/31/96 11.2% (3.0) 7.8 8.3
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
20
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
The cumulative gap analysis is merely a snapshot at a particular date and
does not fully reflect that certain assets and liabilities may have similar
repricing periods, but may in fact reprice at different times within that period
and at differing rate levels. Management, therefore, uses the interest rate
sensitivity gap only as a general indicator of the potential effects of interest
rate changes on net interest income. Management believes that the gap analysis
is a useful tool only when used in conjunction with its simulation model, NPV
analysis and other tools for analyzing and managing interest rate risk.
The Company does not currently engage in trading activities or use
derivative instruments to control interest rate risk. Even though such
activities may be permitted with the approval of the Board of Directors, the
Company does not intend to engage in such activities in the immediate future.
COMPARISON OF 1996 WITH 1995
Iroquois reported net income for 1996 of $3.8 million, or $1.43 basic
earnings per share, compared to $4.2 million, or $1.60 per share, reported for
1995. The return on average assets and return on average equity for 1996 were
.82% and 11.51%, respectively, compared to .97% and 14.05%, respectively, for
1995. The results for 1996 were negatively affected by a one-time charge of
$556,000 assessed against the insured deposits of Homestead as part of federal
legislation to recapitalize the SAIF Deposit Insurance Fund. In addition, during
1996 Cayuga sold $4.6 million of classified commercial mortgage loans which
resulted in a pretax loss of $1.0 million.
Net interest income for 1996 was $19.4 million, an increase of 8.1% over
net interest income in 1995 of $18.0 million. The increase of $1.4 million
resulted from both a higher level of earning assets and wider net interest
spread. Average interest-earning assets increased $27.0 million in 1996. Net
interest spread widened from 4.07% in 1995 to 4.12% in 1996, due primarily to a
decline in the average cost of interest-bearing liabilities, from 4.11% in 1995
to 4.03% in 1996. The May 1996 branch acquisition by Cayuga, which provided
$46.6 million of primarily core retail and business deposits, allowed higher
cost borrowings to be reduced and the overall cost of funds to decline for 1996.
Net interest margin was 4.42% in 1996 compared to 4.36% in 1995. The improved
spread, along with a 21.2% increase in non-interest bearing sources of funds,
contributed to the increase in net interest margin.
The provision for loan losses was $1.3 million for 1996, compared to
$917,000 for 1995. The increase in the provision for 1996 reflected additions to
the allowance for loan losses to maintain sufficient coverage ratios given
increases in non-performing and classified loans as well as net charge-offs in
1996.
Non-interest income for 1996, excluding the $1.0 million net loss on sales
of loans and securities, totaled $2.8 million, an increase of $295,000, or
11.9%, compared to 1995. Service fee income increased $252,000, or 10.7%,
compared to 1995 and included increases in fees generated by deposit service
charges, Business Manager(R) fees, insurance and brokerage activities, and trust
services.
Non-interest expense for 1996 increased $936,000, or 7.4%, including the
one-time special SAIF assessment of $556,000. Non-interest expense as a
percentage of average assets was 2.95% for 1996, unchanged from 1995. The
Company generated an efficiency ratio of 61.3% for 1996, compared to 61.9% for
1995. Salaries and benefits increased $431,000, or 6.9%, over 1995 as a result
of staffing changes and general merit increases. Computer and product service
fees increased $167,000, or 19.0%, in 1996 compared to 1995 as a result of
higher service fees for correspondent
21
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
banking services, trust and credit card processing and Business Manager(R)
accounts. Other real estate expenses increased $242,000, or 165.8%, for 1996 and
reflected an increase in foreclosures on both residential and commercial
mortgages.
The provision for income taxes for 1996 was $2.5 million with an effective
tax rate of 39.3%, compared to $2.7 million for 1995 with an effective rate of
39.4%.
IMPACT OF THE YEAR 2000
The financial services industry relies extensively on computer programs
with dates. Many existing computer programs were written using only the last two
digits to identify the applicable year. These programs were designed and
developed without considering the impact of the upcoming change to a new
century. Computer programs that have date-sensitive software may, therefore,
recognize a date using "00" as the year 1900 rather than the year 2000. The
potential exists that such a mistake could result in system failures or
miscalculations causing disruptions of operations, not only for the Company, but
for its commercial customers who rely on computer software in managing their
businesses.
A committee comprised of representatives from both Banks has been formed to
direct Iroquois' Year 2000 activities. The Committee has contacted all of the
Company's hardware and software vendors regarding their individual Year 2000
compliance initiatives. The Company is working closely with Fiserv, Inc., its
data services and item processing provider, regarding Year 2000 compliance.
Fiserv has set a schedule which anticipates testing to be completed by December
31, 1998. In addition, the Banks will initiate formal communications with their
larger commercial borrowers, during 1998, to determine the extent to which they
may be vulnerable to the Year 2000 issue.
The Company presently believes that the Year 2000 problem will not pose
significant operational problems or have significant impact on its financial
condition, results of operations or cash flows. However, if third party
modification plans are not completed and tested on a timely basis, the Year 2000
may have a material impact on the operations of the Company.
RECENT ACCOUNTING DEVELOPMENTS
Effective January 1, 1997, the Company adopted Statement of Financial
Accounting Standards ("SFAS") 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities," except for those
transactions governed by SFAS 127, "Deferral of the Effective Date of Certain
Provisions of FASB Statement No. 125." 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. SFAS 125 provides consistent standards for distinguishing transfers of
financial assets that are sales from transfers that are secured borrowings. SFAS
127 deferred for one year the effective date of SFAS 125 as it relates to
transfers of financial assets and secured borrowings and collateral. The
adoption of SFAS 125, as amended by SFAS 127, did not have a material effect on
the Company's 1997 financial statements.
On December 31, 1997, the Company adopted the provisions of SFAS 128,
"Earnings Per Share." SFAS 128, which supersedes Accounting Principles Board
("APB") Opinion No. 15, "Earnings Per Share," establishes standards for
computing and presenting earnings per share (EPS) for entities with publicly
held common stock and common stock equivalents. All prior
22
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
period EPS amounts included in the consolidated financial statements and in the
Company's 1997 Annual Report have been restated to conform with the
computational provisions of SFAS 128.
In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
130, "Reporting Comprehensive Income." SFAS 130 is effective for years beginning
after December 15, 1997 and requires reclassification of financial statements
for earlier periods provided for comparative purposes. SFAS 130 establishes
standards for reporting and display of comprehensive income and its components.
Comprehensive income is defined as all changes in equity during a period except
those resulting from investments by owners and distributions to owners. The
Company has not yet determined the impact of SFAS 130 on its financial
statements.
In June 1997, the FASB issued SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS 131 is effective for financial
statements for periods beginning after December 15, 1997. In the initial year of
application, comparative information for earlier years is to be restated. SFAS
131 requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. The Company has not yet
determined the impact of SFAS 131 on its financial statements.
IMPACT OF INFLATION
Since most of the assets and liabilities of a financial institution are
monetary in nature, changes in interest rates have a more significant impact on
the Company's performance than the effects of general levels of inflation.
Interest rates do not necessarily move in the same direction or with the same
magnitude as the prices of goods and services. Inflation has an impact on the
Company in terms of asset growth, as well as having an effect on the pricing of
products and services both purchased and sold by the Banks. Asset growth tends
to be affected by inflation primarily through increases in average loan balances
needed by customers to fund purchases of new homes, businesses, consumer goods.
Pricing of products and services is reviewed periodically and adjusted to
reflect changes in current costs. Cost control and productivity initiatives are
implemented to reduce the impact of increased costs of goods and services on
Company profitability.
PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT
In addition to historical information, this Annual Report includes certain
forward-looking statements with respect to the financial condition, results of
operations and business of the Company and its subsidiaries based on current
management expectations. The Company's ability to predict results or the effect
of future plans and strategies is inherently uncertain and actual results,
performance or achievements could differ materially from those management
expectations. Factors that could cause future results to vary from current
management expectations include, but are not limited to, general economic
conditions, legislative and regulatory changes, monetary and fiscal policies of
the federal government, changes in tax policies, rates and regulations of
federal, state, and local tax authorities, changes in interest rates, deposit
flows, the cost of funds, demand for loan products, demand for financial
services, competition, changes in the quality or composition of the Banks' loan
and securities portfolios, changes in accounting principles, policies or
guidelines, and other economic, competitive, governmental and technological
factors affecting the Company's operations, markets, products, services and
prices.
23
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Report of Management/Independent Auditors' Report
Report of Management
Management is responsible for preparation of the consolidated financial
statements and related financial information contained in all sections of this
annual report, including the determination of amounts that must necessarily be
based on judgments and estimates. It is the belief of management that the
consolidated financial statements have been prepared in conformity with
generally accepted accounting principles appropriate in the circumstances and
that the financial information appearing throughout this annual report is
consistent with the consolidated financial statements.
Management depends upon the Company's system of internal accounting
controls in meeting its responsibility for reliable financial statements. This
system is designed to provide reasonable assurance that assets are safeguarded
and that transactions are executed in accordance with management's authorization
and are properly recorded.
The Audit Committee of the Board of Directors, composed solely of outside
directors, meets periodically with the Company's management, internal auditors
and independent auditors, KPMG Peat Marwick LLP, to review matters relating to
the quality of financial reporting, internal accounting control, and the nature,
extent and results of audit efforts. The internal auditors and independent
auditors have unlimited access to the Audit Committee to discuss all such
matters.
/s/ Richard D. Callahan /s/ Marianne R. O'Connor
Richard D. Callahan Marianne R. O'Connor
President and Treasurer and
Chief Executive Officer Chief Financial Officer
Independent Auditors' Report
The Board of Directors and Shareholders Iroquois Bancorp, Inc.
We have audited the accompanying consolidated balance sheets of Iroquois
Bancorp, Inc. and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the years in the three-year period ended December 31, 1997. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Iroquois
Bancorp, Inc. and subsidiaries at December 31, 1997 and 1996 and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 1997, in conformity with generally accepted accounting
principles.
/s/ KPMG Peat Marwick LLP
Syracuse, New York
January 16, 1998
24
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31,
- --------------------------------------------------------------------------------
(dollars in thousands ====
except for per share amounts) 1997 1996
- -------------------------------------------------------====---------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 12,778 10,375
Federal funds sold and
interest-bearing deposits with
other financial institutions 705 300
Securities available for sale, at fair value 51,944 43,895
Securities held to maturity (fair value of
$52,182 in 1997 and $54,618 in 1996) 51,676 54,392
Loans receivable 373,269 348,463
Less allowance for loan losses 3,285 3,389
- --------------------------------------------------------------------------------
Loans receivable, net 369,984 345,074
Premises and equipment, net 8,170 7,114
Federal Home Loan Bank Stock, at cost 3,629 2,279
Accrued interest receivable 3,855 3,571
Other assets 7,037 5,908
- --------------------------------------------------------------------------------
Total Assets $ 509,778 472,908
- --------------------------------------------------------------------------------
LIABILITIES
Savings and time deposits $ 389,448 385,288
Demand deposits 27,563 24,934
Borrowings 50,164 25,536
Accrued expenses and other liabilities 3,574 2,348
- --------------------------------------------------------------------------------
Total Liabilities $ 470,749 438,106
- --------------------------------------------------------------------------------
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 1997 and 1996
respectively, liquidation value $3,000 $ 30 31
Series B - 18,632 and 19,082 shares issued
and outstanding in 1997 and 1996
respectively, liquidation value $1,863 19 19
Common Stock, $1.00 par value; 6,000,000
shares authorized; 2,388,936 and 2,367,940
shares issued and outstanding in 1997
and 1996 respectively 2,389 2,368
Additional paid-in capital 13,793 13,520
Retained earnings 22,868 19,260
Net unrealized gain on securities
available for sale, net of taxes 213 56
Unallocated shares of Stock
Ownership Plans (283) (452)
- --------------------------------------------------------------------------------
Total Shareholders' Equity $ 39,029 34,802
- --------------------------------------------------------------------------------
Total Liabilities and
Shareholders' Equity $ 509,778 472,908
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
25
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Consolidated Statements of Income
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Year ended December 31,
- ------------------------------------------------------------------------------------------------
(dollars in thousands, except ====
for per share amounts) 1997 1996 1995
- -------------------------------------------------------====-------------------------------------
<S> <C> <C> <C>
Interest Income:
Loans $ 30,579 29,603 28,127
Securities 6,606 5,838 5,118
Other 337 322 468
- ------------------------------------------------------------------------------------------------
37,522 35,763 33,713
- ------------------------------------------------------------------------------------------------
Interest Expense:
Deposits 15,457 14,759 13,814
Borrowings 1,760 1,593 1,938
- ------------------------------------------------------------------------------------------------
17,217 16,352 15,752
- ------------------------------------------------------------------------------------------------
Net Interest Income 20,305 19,411 17,961
Provision for loan losses 1,520 1,334 917
- ------------------------------------------------------------------------------------------------
Net Interest Income after Provision
for Loan Losses 18,785 18,077 17,044
- ------------------------------------------------------------------------------------------------
Non-Interest Income:
Service charges 2,958 2,617 2,365
Net gain(loss) on sales of
securities and loans 99 (1,021) --
Other 170 139 96
- ------------------------------------------------------------------------------------------------
Total Non-Interest Income 3,227 1,735 2,461
- ------------------------------------------------------------------------------------------------
Non-Interest Expense:
Salaries and employee benefits 7,328 6,697 6,266
Occupancy and equipment 1,725 1,671 1,668
Computer and product service fees 1,328 1,045 878
Promotion and marketing 356 379 350
Other real estate expenses 333 388 146
Deposit insurance 97 742 518
Other 2,954 2,664 2,824
- ------------------------------------------------------------------------------------------------
Total Non-Interest Expenses 14,121 13,586 12,650
- ------------------------------------------------------------------------------------------------
Income Before Income Taxes 7,891 6,226 6,855
Income taxes 2,994 2,447 2,704
- ------------------------------------------------------------------------------------------------
Net Income $ 4,897 3,779 4,151
- ------------------------------------------------------------------------------------------------
Preferred stock dividend 441 451 469
- ------------------------------------------------------------------------------------------------
Net income applicable to common shares $ 4,456 3,328 3,682
- ------------------------------------------------------------------------------------------------
Net income per common share:
Basic $ 1.89 1.43 1.60
Diluted $ 1.85 1.41 1.59
- ------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
26
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Year ended December 31,
- -------------------------------------------------------------------------------------------------------------------------
(dollars in thousands) 1997 1996 1995
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net Income $ 4,897 3,779 4,151
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization expense,
provision for loan losses,
deferred taxes and other 2,195 2,225 1,491
Net (gain)loss on sales of
securities and loans (99) 1,021 --
Increase in accrued interest
receivable and other assets (394) (135) (777)
Increase(decrease) in accrued
expenses and other liabilities 716 620 (651)
- -------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 7,315 7,510 4,214
- -------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from sales of securities
available for sale 10,637 10,038 5,962
Proceeds from maturities and redemptions of
securities available for sale 6,121 7,439 3,703
Proceeds from maturities and redemptions
of securities held to maturity 12,732 11,704 17,274
Purchases of securities available for sale (23,669) (23,240) (18,297)
Purchases of securities held to maturity (10,896) (20,470) (10,186)
Loans made to customers net of principal
payments received (27,636) (18,610) (14,119)
Loans of acquired branches -- (10,270) --
Proceeds from sales of loans 2,835 8,461 4,612
Capital expenditures (1,250) (1,090) (654)
Purchase of FHLB stock (1,350) (85) (112)
Premium paid for deposits -- (3,138) --
Other - net (2,385) (462) (35)
- -------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (34,861) (39,723) (11,852)
- -------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Net increase(decrease) in savings
accounts and demand deposits (6,907) (2,120) (20,599)
Net increase(decrease) in time deposits 13,696 (3,410) 30,824
Deposits of acquired branches -- 46,652 --
Net increase(decrease) in borrowings 24,628 (9,714) 472
Proceeds from issuance of common stock 366 338 134
Dividends paid (1,289) (1,198) (1,159)
Redemption of preferred stock (140) (50) (73)
- -------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 30,354 30,498 9,599
- -------------------------------------------------------------------------------------------------------------------------
Net increase(decrease) in cash and
cash equivalents 2,808 (1,715) 1,961
Cash and cash equivalents at beginning of year 10,675 12,390 10,429
- -------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 13,483 10,675 12,390
- -------------------------------------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 17,071 16,280 15,663
Income taxes 1,623 2,134 2,431
Supplemental schedule of non-cash investing activities:
Loans to facilitate the sale of other real estate 422 530 129
Additions to other real estate 842 1,675 1,160
Transfer of securities held to maturity
to securities available for sale -- -- 8,082
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
27
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Consolidated Statements of Shareholders' Equity
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Net Unrealized
Gain Unallocated
(Loss) on Shares of
Additional Securities Stock
(dollars in thousands, Preferred Common Paid-In Retained Available Ownership
except for per share amounts) Stock Stock Capital Earnings For Sale Plans Total
- -----------------------------------------------------------------------------------------------------------------------------------
Series A Series B
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1994 $ 31 20 1,164 13,163 14,852 (328) (792) 28,110
- -----------------------------------------------------------------------------------------------------------------------------------
Net Income -- -- -- -- 4,151 -- -- 4,151
Stock Options Exercised -- -- 1 12 -- -- -- 13
Change in net unrealized gain on
securities available for sale,
net of taxes of $332 -- -- -- -- -- 498 -- 498
Allocation of Common stock under:
Employee Stock Ownership Plan -- -- -- 15 -- -- 154 169
Director Stock Compensation Plan -- -- -- -- -- -- 16 16
Preferred Stock Redemption
(732 shares) -- (1) -- (72) -- -- -- (73)
Stock Issued - Dividend
Reinvestment Plan -- -- 9 112 -- -- -- 121
Stock Dividend -- -- 1,165 -- (1,165) -- -- --
Cash dividends declared:
Common stock ($.30 per share) -- -- -- -- (690) -- -- (690)
Series A Preferred stock ($9.63 per share) -- -- -- -- (302) -- -- (302)
Series B Preferred stock ($8.63 per share) -- -- -- -- (167) -- -- (167)
- -----------------------------------------------------------------------------------------------------------------------------------
Balances at December 31, 1995 $ 31 19 2,339 13,230 16,679 170 (622) 31,846
- -----------------------------------------------------------------------------------------------------------------------------------
Net Income -- -- -- -- 3,779 -- -- 3,779
Stock Options Exercised -- -- 10 45 -- -- -- 55
Change in net unrealized gain on
securities available for sale,
net of taxes of $76 -- -- -- -- -- (114) -- (114)
Allocation of Common stock under:
Employee Stock Ownership Plan -- -- -- 31 -- -- 154 185
Director Stock Compensation Plan -- -- -- -- -- -- 16 16
Preferred Stock Redemption
(499 shares) -- -- -- (50) -- -- -- (50)
Stock Issued - Dividend
Reinvestment Plan -- -- 19 264 -- -- -- 283
Cash dividends declared:
Common stock ($.32 per share) -- -- -- -- (747) -- -- (747)
Series A Preferred stock ($9.38 per share) -- -- -- -- (291) -- -- (291)
Series B Preferred stock ($8.38 per share) -- -- -- -- (160) -- -- (160)
- -----------------------------------------------------------------------------------------------------------------------------------
Balances at December 31, 1996 $ 31 19 2,368 13,520 19,260 56 (452) 34,802
- -----------------------------------------------------------------------------------------------------------------------------------
Net Income -- -- -- -- 4,897 -- -- 4,897
Stock Options Exercised -- -- 9 93 -- -- -- 102
Change in net unrealized gain on
securities available for sale,
net of taxes of $103 -- -- -- -- -- 157 -- 157
Allocation of Common stock under:
Employee Stock Ownership Plan -- -- -- 67 -- -- 154 221
Director Stock Compensation Plan -- -- -- -- -- -- 15 15
Preferred Stock Redemption
(1,408 shares) (1) -- -- (139) -- -- -- (140)
Stock Issued - Dividend
Reinvestment Plan -- -- 12 252 -- -- -- 264
Cash dividends declared:
Common stock ($.36 per share) -- -- -- -- (848) -- -- (848)
Series A Preferred stock ($9.44 per share) -- -- -- -- (284) -- -- (284)
Series B Preferred stock ($8.44 per share) -- -- -- -- (157) -- -- (157)
- -----------------------------------------------------------------------------------------------------------------------------------
Balances at December 31, 1997 $ 30 19 2,389 13,793 22,868 213 (283) 39,029
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
28
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
(1) Business
Iroquois Bancorp, Inc. ("Iroquois"), organized under the laws of New York,
commenced operations in 1990. Iroquois, through its principal banking
subsidiaries, provides financial services primarily to individuals and small- to
medium-sized businesses in a six county area of upstate New York. Iroquois and
its subsidiary financial institutions are subject to the regulations of certain
Federal and state agencies and undergo periodic examinations by those regulatory
agencies. Effective January 1, 1997 Iroquois became a bank holding company in
connection with the change in charter of its subsidiary, Cayuga Bank, to a state
chartered commercial bank. Previously, Iroquois was a thrift holding company and
the subsidiary a state-chartered savings bank operating under the name Cayuga
Savings Bank.
(2) Summary of Significant Accounting Policies
Principles of Consolidation -- The consolidated financial statements include the
accounts of Iroquois and its wholly-owned subsidiaries, Cayuga Bank and
subsidiary ("Cayuga") and The Homestead Savings (FA) and its subsidiary
("Homestead") collectively referred to herein as the "Company." All significant
intercompany accounts and transactions are eliminated in consolidation.
The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles. Certain prior year amounts have been
reclassified to conform to current year classifications. A description of the
significant accounting policies is presented below. In preparing the
consolidated financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of the
date of the balance sheet and disclosures of contingent assets and liabilities
and the reported amounts of revenues and expenses for the period. Actual results
could differ from those estimates.
Securities -- The Company classifies its debt securities as either available for
sale or held to maturity as the Company does not hold any securities considered
to be trading. Held to maturity securities are those that the Company has the
ability and intent to hold until maturity. All other securities not included as
held to maturity are classified as available for sale.
Available for sale securities are recorded at fair value. Held to maturity
securities are recorded at amortized cost. Unrealized holding gains and losses,
net of the related tax effect, on available for sale securities are excluded
from earnings and are reported as a separate component of shareholders' equity
until realized.
A decline in the fair value of any available for sale or held to maturity
security below cost that is deemed other than temporary is charged to earnings
resulting in the establishment of a new cost basis for the security.
Premiums and discounts are amortized or accreted over the life of the
related security as an adjustment to yield using the interest method. Dividend
and interest income are recognized when earned. Realized gains and losses on
securities sold are derived using the specific identification method for
determining the cost of securities sold.
Loans -- Loans are carried at current unpaid principal balance less applicable
unearned discounts and net deferred fees. The Company has the ability and intent
to hold its loans to maturity, except for education loans which are sold to a
third party, from time to time, upon reaching repayment status.
The Company sells residential fixed-rate mortgages with terms exceeding 20
years in the secondary market. At the date of origination, the loans so
designated and meeting secondary market guidelines are identified as held for
sale and carried at the lower of net cost or fair value on an aggregate basis.
29
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
Interest on loans is accrued and included in income at contractual rates
applied to principal outstanding. Accrual of interest on loans (including
impaired loans) is generally discontinued when loan payments are 90 days or more
past due or when, by judgment of management, collectibility becomes uncertain.
Subsequent recognition of income occurs only to the extent payment is received.
Loans are returned to an accrual status when both principal and interest are
current and the loan is determined to be performing in accordance with the
applicable loan terms.
Loan origination fees and certain direct loan costs are deferred and
amortized generally over the contractual life of the related loans as an
adjustment of yield using the interest method. Amortization of loan fees is
discontinued when a loan is placed on nonaccrual.
Allowance for Loan Losses -- The allowance for loan losses is increased by the
provision for loan losses charged against income and is decreased by the
charge-off of loans, net of recoveries. Loans are charged off (including
impaired loans) once the probability of loss has been determined giving
consideration to the customer's financial condition, underlying collateral and
guarantees.
The provision for loan losses is based on management's evaluation of the
loan portfolio considering such factors as historical loan loss experience,
review of specific loans, estimated losses on impaired loans, current economic
conditions and such other factors as management considers appropriate to
estimate losses.
The Company estimates losses on impaired loans based on the present value
of expected future cash flows (discounted at the loan's effective interest rate)
or the fair value of the underlying collateral if the loan is collateral
dependent. An impairment loss exists if the recorded investment in a loan
exceeds the value of the loan as measured by the aforementioned methods. A loan
is considered impaired when it is probable that the Company will be unable to
collect all amounts due according to the contractual terms of the loan
agreement. All commercial mortgage loans and commercial loans in a nonaccrual
status are considered impaired. Residential mortgage loans, consumer loans, home
equity lines of credit and education loans are evaluated collectively since they
are homogeneous and generally carry smaller individual balances. Impairment
losses are included as a component of the allowance for loan losses.
The allowance is maintained at a level believed by management to be
sufficient to absorb future losses related to loans outstanding as of the
balance sheet date. Management's determination of the adequacy of the allowance
is based on periodic evaluations of the loan portfolio and other relevant
factors and requires material estimates including the amounts and timing of
expected future cash flows on impaired loans. While management uses available
information to identify estimated potential loan losses, future additions to the
allowance may be necessary based on changes in estimates, assumptions or
economic conditions. In addition, various regulatory agencies, as part of their
examination process, review the Company's allowance for loan losses and may
require the Company to recognize additions to the allowance at the time of their
examination.
Premises and Equipment -- Land is carried at cost; buildings, furniture and
equipment are carried at cost less accumulated depreciation. Depreciation is
computed on the straight-line method over the estimated useful lives of the
assets (15 to 50 years for buildings and 3 to 10 years for furniture, fixtures,
and equipment). Amortization of leasehold improvements is computed on the
straight-line method over the shorter of the lease term, or the estimated useful
life of the improvements.
Other Real Estate -- Real estate acquired through foreclosure, or deed in lieu
of foreclosure, is recorded at the lower of the unpaid loan balance on the
property at the date of transfer, or fair value less estimated costs to sell.
Adjustments to the carrying values of such properties that result from
subsequent declines in value are charged to operations in the period in which
the declines occur. Operating costs associated with
30
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
the properties are charged to expense as incurred. Gains on the sale of other
real estate are included in income when title has passed and the sale has met
the minimum down payment and other requirements prescribed by generally accepted
accounting principles.
Intangible Asset -- Intangible asset represents the premium paid in connection
with the May 1996 acquisition of three branches from OnBank & Trust Co. The
premium of $3,138,000, less accumulated amortization of $744,000 is being
amortized over the expected useful life of seven years on a straight-line basis.
The amortization period is monitored to determine if events and circumstances
require the estimated useful life to be reduced. Periodically, the Company
reviews the intangible asset for events or changes in circumstances that may
indicate the carrying amount of the asset is impaired.
Trust Department -- Assets held in a fiduciary or agency capacity for customers
are not included in the accompanying consolidated balance sheets, since such
assets are not assets of the Company. Fee income is recognized on the accrual
method based on the fair value of assets administered.
Retirement Plans -- The Company's policy is to fund retirement plan
contributions accrued.
Postretirement Benefits -- In addition to pension benefits, the Company provides
health care and life insurance benefits to retired employees. The estimated
costs of providing benefits are accrued over the years the employees render
services necessary to earn those benefits. The Company is amortizing the
discounted present value of the accumulated postretirement benefit obligation at
January 1, 1993 over a 20 year transition period.
Stock-Based Compensation -- Prior to January 1, 1996, the Company accounted for
its stock option plan in accordance with the provisions of Accounting Principles
Board ("APB") Opinion No.25, Accounting for Stock Issued to Employees, and
related interpretations. As such, compensation expense would be recorded on the
date of grant only if the current market price of the underlying stock exceeded
the exercise price. On January 1, 1996, the Company adopted SFAS No. 123,
Accounting for Stock-Based Compensation, which permits entities to recognize, as
expense over the vesting period, the fair value of all stock-based awards on the
date of grant. Alternatively, SFAS No. 123 also allows entities to continue to
apply the provisions of APB Opinion No. 25 and provide pro forma net income and
pro forma earnings per share disclosures for employee stock option grants made
in 1995 and future years as if the fair-value-based method defined in SFAS No.
123 had been applied. The Company has elected to continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions
of SFAS No. 123.
Income Taxes -- The Company and its subsidiaries file a consolidated tax return.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
Cash and Cash Equivalents -- For purposes of the Consolidated Statements of Cash
Flows, cash and cash equivalents include cash on hand and in banks,
interest-bearing deposits with other financial institutions and Federal funds
sold.
Financial Instruments With Off-Balance Sheet Risk -- The Company does not engage
in the use of derivative financial instruments and currently the Company's only
financial instruments with off-balance sheet risk consist of commitments to
originate loans and commitments under unused lines of credit.
31
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
Per Share Amounts -- On December 31, 1997 the Company adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share." SFAS No. 128 supersedes Accounting Principles Board Opinion No. 15,
"Earnings Per Share" and specifies the computation, presentation, and disclosure
requirements for earnings per share (EPS) for entities with publicly held common
stock. All prior period EPS amounts included in the consolidated financial
statements and in the related notes thereto have been restated to conform with
the computational provisions of this statement.
Basic earnings per share is calculated by dividing net income available to
common shareholders by the weighted average number of shares outstanding during
the year. Diluted earnings per share includes the maximum dilutive effect of
stock issuable upon conversion of stock options.
(3) Securities
The amortized cost and fair value of securities available for sale and
securities held to maturity at December 31, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------====--------------------------------------
1997 1996
- -----------------------------------------------------------====--------------------------------------
Amortized Fair Amortized Fair
(dollars in thousands) Cost Value Cost Value
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Securities available for sale:
U.S. Government &
agencies obligations $ 42,187 42,537 33,654 33,784
State and municipal obligations 231 232
Corporate 1,507 1,517 500 501
Other 3,000 2,983 3,000 2,976
Mortgage-backed securities 4,664 4,675 6,648 6,634
- -----------------------------------------------------------------------------------------------------
$ 51,589 51,944 43,802 43,895
- -----------------------------------------------------------------------------------------------------
Securities held to maturity:
U.S. Government &
agencies obligations $ 25 25 60 60
State and municipal obligations 3,729 3,795 1,489 1,519
Corporate 27,717 27,887 27,638 27,723
Mortgage-backed securities 20,205 20,475 25,205 25,316
- -----------------------------------------------------------------------------------------------------
$ 51,676 52,182 54,392 54,618
- -----------------------------------------------------------------------------------------------------
</TABLE>
Securities with an amortized cost of $1,508,000 (fair value of $1,501,000)
at December 31, 1997 were pledged to secure public deposits, borrowings and for
other purposes. Gross unrealized gains and gross unrealized losses on the
securities portfolio at December 31, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------====----------------------------------------
1997 1996
- --------------------------------------------------------------====----------------------------------------
Unrealized Unrealized Unrealized Unrealized
(dollars in thousands) Gains Losses Gains Losses
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Securities available for sale:
U.S. Government &
agencies obligations $ 421 71 233 103
State and municipal obligations 1 -- -- --
Corporate 10 -- 1 --
Other -- 17 -- 24
Mortgage-backed securities 12 1 15 29
- ----------------------------------------------------------------------------------------------------------
$ 444 89 249 156
- ----------------------------------------------------------------------------------------------------------
Securities held to maturity:
U.S. Government &
agencies obligations $ -- -- -- --
State and municipal obligations 66 -- 30 --
Corporate 172 2 122 37
Mortgage-backed securities 348 78 288 177
- ----------------------------------------------------------------------------------------------------------
$ 586 80 440 214
- ----------------------------------------------------------------------------------------------------------
</TABLE>
32
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
Maturities of securities classified as available for sale and held to
maturity were as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
December 31, 1997
- ---------------------------------------------------------------------------------------------------
Amortized Fair
(dollars in thousands) Cost Value
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Securities available for sale:
Maturing within one year $ 10,024 9,999
Maturing after one but within five years 32,007 32,368
Maturing after five but within ten years 231 232
Maturing after ten years 4,663 4,670
- ---------------------------------------------------------------------------------------------------
46,925 47,269
Mortgage backed securities 4,664 4,675
- ---------------------------------------------------------------------------------------------------
$ 51,589 51,944
- ---------------------------------------------------------------------------------------------------
Securities held to maturity:
Maturing within one year $ 9,605 9,618
Maturing after one but within five years 19,313 19,489
Maturing after five but within ten years 2,050 2,095
Maturing after ten years 503 505
- ---------------------------------------------------------------------------------------------------
31,471 31,707
Mortgage-backed securities 20,205 20,475
- ---------------------------------------------------------------------------------------------------
$ 51,676 52,182
- ---------------------------------------------------------------------------------------------------
</TABLE>
Proceeds from sales of available for sale securities were $10,637,000 in
1997, $10,038,000 in 1996, and $5,962,000 in 1995. The gross realized gains and
gross realized losses on those sales were $105,000 and $12,000 in 1997, $33,000
and $11,000 in 1996, respectively. In 1995, gross gains realized on sales of
securities were $36,000.
In November, 1995, the Financial Accounting Standards Board published "A
Guide to Implementation of Statement 115 on Accounting for Certain Investments
in Debt and Equity Securities" (Guide). Concurrent with the initial adoption of
the Guide but no later than December 31, 1995, the Company was permitted to
reassess the appropriateness of the classifications of all securities held at
that time and implement reclassifications without calling into question the
intent of the Company to hold other debt securities to maturity in the future.
Effective December 1, 1995, the Company transferred securities with amortized
costs of $8,082,000, having fair values of $8,038,000 from the held to maturity
portfolio to the available for sale portfolio. The net unrealized losses were
$44,000. The transferred securities are reported at fair value, with unrealized
gains and losses excluded from earnings and reported as a separate component of
shareholders' equity, net of related taxes. As required by the Guide, financial
statements prior to adoption were not restated.
(4) Loans Receivable
Loans at December 31, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
(dollars in thousands) 1997 1996
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Loans secured by first mortgages on real estate:
Residential (1-4 Family):
Conventional $ 212,680 185,510
VA insured 1,201 1,482
FHA insured 1,089 1,355
Commercial 41,678 46,022
- ----------------------------------------------------------------------------------------------------
256,648 234,369
- ----------------------------------------------------------------------------------------------------
Other loans:
Consumer loans 44,881 46,009
Home equity lines of credit 26,877 25,309
Education loans 1,905 2,208
Commercial business loans 41,920 40,009
- ----------------------------------------------------------------------------------------------------
115,583 113,535
- ----------------------------------------------------------------------------------------------------
Total Loans 372,231 347,904
Unearned discount and net deferred costs 1,038 559
Allowance for loan losses (3,285) (3,389)
- ----------------------------------------------------------------------------------------------------
$ 369,984 345,074
- ----------------------------------------------------------------------------------------------------
</TABLE>
33
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
During 1997, 1996 and 1995, the Company sold $1,527,000, $1,852,000, and
$2,356,000, respectively, of education loans at par to the Student Loan
Marketing Association (SLMA). During 1997, 1996 and 1995, the Company sold
$338,000, $367,000 and $1,135,000, respectively, of mortgage loans at par to the
State of New York Mortgage Agency (SONYMA). During 1996, the Company sold
$4,666,000 in commercial mortgages to a third party and realized a loss of
$1,050,000. During 1997, 1996 and 1995, the Company sold $970,000, $1,576,000,
and $1,121,000, respectively, of mortgage loans to FHLMC and realized $6,000,
$7,000 and $11,000, respectively, of gains on the sales.
The Company serviced mortgage loans for others aggregating approximately
$11,246,000 and $10,857,000 at December 31, 1997 and 1996.
Transactions in the allowance for loan losses were as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Years ended December 31,
- --------------------------------------------------------------------------------
(dollars in thousands) 1997 1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at January 1 $ 3,389 3,380 3,264
Provision for loan losses 1,520 1,334 917
Charge-offs (1,808) (1,406) (940)
Recoveries 184 81 139
- --------------------------------------------------------------------------------
Balance at December 31 $ 3,285 3,389 3,380
- --------------------------------------------------------------------------------
</TABLE>
Impaired loans were $2,632,000 and $1,751,000 at December 31, 1997 and
1996, respectively. At December 31, 1997, impaired loans included $202,000 of
loans for which the related allowance for loan losses was $125,000 and
$2,430,000 of impaired loans with no related allowance for loan loss. At
December 31, 1996, impaired loans included $1,233,000 of loans for which the
related allowance for loan losses was $824,000 and $518,000 of impaired loans
with no related allowance for loan losses. The impairment loss at December 31,
1997 and 1996 was based on the collateral value method. The average recorded
investment in impaired loans was $2,256,000, $2,416,000 and $1,700,000 for the
years ended December 31, 1997, 1996 and 1995, respectively. The effect on
interest income for impaired loans was not material to the accompanying
consolidated financial statements for the years ended December 31, 1997, 1996
and 1995.
Loans on nonaccrual status amounted to $5,902,000 at December 31, 1997, and
$3,288,000 at December 31, 1996. There were no restructured loans at December
31, 1997 or 1996. The effect of nonaccrual loans on interest income for the
years ended December 31, 1997, 1996 and 1995 is not material to the accompanying
consolidated financial statements. Other real estate owned amounted to $565,000
at December 31, 1997 and $618,000 at December 31, 1996, and is included in other
assets in the accompanying consolidated balance sheets.
(5) Premises and Equipment
A summary of premises and equipment follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
December 31, 1997 December 31, 1996
- -------------------------------------------------------------------------------------------------------------
Accumulated Accumulated
Depreciation Depreciation
(dollars in thousands) Cost & Amortization Net Cost & Amortization Net
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Land $ 1,008 -- 1,008 1,008 -- 1,008
Bank premises 8,108 2,350 5,758 7,664 2,624 5,040
Furniture, fixtures
& equipment 4,930 3,526 1,404 4,434 3,368 1,066
- -------------------------------------------------------------------------------------------------------------
Total $ 14,046 5,876 8,170 13,106 5,992 7,114
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Depreciation and amortization expense amounted to $673,000, $598,000, and
$654,000 for the years ended December 31, 1997, 1996 and 1995, respectively.
34
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
(6) Savings and Time Deposits
A summary of savings and time deposits at December 31, 1997 and 1996
follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------====------------------------
1997 1996
- ----------------------------------------------------====------------------------
(dollars in thousands) Amount Amount
- --------------------------------------------------------------------------------
<S> <C> <C>
Savings accounts $ 105,132 121,737
Time deposits 201,056 187,360
Money market accounts 41,033 37,225
Advance payments by borrowers for
property taxes and insurance 3,446 3,131
Interest checking 38,781 35,805
- --------------------------------------------------------------------------------
$ 389,448 385,288
- --------------------------------------------------------------------------------
</TABLE>
Contractual maturities of time deposits at December 31, 1997 and 1996 were
as follows:
<TABLE>
<CAPTION>
- --------------------------------------====--------------------------------------
1997 1996
- --------------------------------------====--------------------------------------
(dollars in thousands) Amount % Amount %
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Under 12 months $ 146,405 72.8 147,054 78.5
12 months to 24 months 39,531 19.7 26,516 14.2
24 months to 36 months 5,259 2.6 7,583 4.0
36 months to 48 months 4,557 2.3 4,152 2.2
48 months to 60 months 5,304 2.6 2,039 1.1
Thereafter -- -- 16 --
- --------------------------------------------------------------------------------
$ 201,056 100.0% 187,360 100.0%
- --------------------------------------------------------------------------------
</TABLE>
Time deposits issued in amounts of $100,000 or more were approximately
$41,000,000 and $18,000,000 at December 31, 1997 and 1996, respectively.
Interest expense by depositor account type for the years ended December 31,
1997, 1996 and 1995 was as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------====------------------------
(dollars in thousands) 1997 1996 1995
- ----------------------------------------------------====------------------------
<S> <C> <C> <C>
Savings accounts $ 2,852 3,286 3,361
Time deposits 10,591 9,852 9,022
Money market accounts 1,446 1,166 954
Advance payments by borrowers for
property taxes & insurance 59 61 85
Retail checking 509 394 392
- --------------------------------------------------------------------------------
$ 15,457 14,759 13,814
- --------------------------------------------------------------------------------
</TABLE>
Interest expense on time deposits of $100,000 or more amounted to
$2,272,000, $999,000, and $818,000 for the years ended December 31, 1997, 1996
and 1995, respectively.
(7) Borrowings
Borrowings consisted of the following at December 31, 1997 and 1996:
<TABLE>
<CAPTION>
- -----------------------------------------------------------====-----------------
(dollars in thousands) 1997 1996
- -----------------------------------------------------------====-----------------
<S> <C> <C>
Federal Home Loan Bank Line of Credit $ 13,400 11,600
Federal Home Loan Bank Term Advances 36,477 13,491
Employee Stock Ownership Plan Notes 287 445
- --------------------------------------------------------------------------------
$ 50,164 25,536
- --------------------------------------------------------------------------------
</TABLE>
Information related to the Federal Home Loan Bank Line of Credit at
December 31, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------====----------------
(dollars in thousands) 1997 1996
- ------------------------------------------------------------====----------------
<S> <C> <C>
Outstanding balance at end of year $ 13,400 11,600
Average interest rate 6.13% 7.13
Maximum outstanding at any month end $ 23,300 15,100
Average amount outstanding during year $ 10,132 6,683
Average interest rate during year 5.78% 5.50
- --------------------------------------------------------------------------------
</TABLE>
35
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
Line of Credit and Term Advances
The Company maintains a $26,600,000 overnight line of credit with the
Federal Home Loan Bank of New York (FHLBNY). Advances are payable on demand and
bear interest at the federal funds rate plus 1/8%. The Company has access to the
FHLB's Term Advance Program and can borrow up to 25% of total assets at various
terms and interest rates. Term advances mature $27,000,000 in 1998, $9,000,000
in 1999, and $477,000 in 2014 at interest rates ranging from 5.17% to 7.47%.
Under the terms of a blanket collateral agreement with the Federal Home Loan
Bank of New York (FHLBNY), these outstanding balances are collateralized by
certain qualifying assets not otherwise pledged (primarily first mortgage
loans).
Employee Stock Ownership Plan (ESOP) Notes
In 1988, the Company's ESOP Plan borrowed $1,147,000 from a third party
lender (note 16) to acquire, in the open market, common stock of the Company.
The note is payable in annual principal payments of $115,000 plus interest at
83% of the prime rate through 1998. In 1994, the Company's ESOP Plan borrowed
$302,000 from a third party lender to acquire additional common stock of the
Company. The note is payable in annual principal payments of $43,000 plus
interest at the Federal Funds Rate plus 250 basis points through 2001. The notes
are guaranteed by the Company and are secured by the unallocated shares of the
Company's stock held by the ESOP and a $500,000 U.S. Treasury Note owned by
Cayuga with an amortized cost of $501,000 (fair value of $498,000) at December
31, 1997. Payment of the notes is derived from the Company's contributions to
the plan. Because the Company has committed to make future contributions to the
ESOP sufficient to meet the debt service requirements of the promissory notes,
the outstanding principal balance of the notes are included in borrowings, and
shareholders' equity outstanding has been reduced by the same amount in the
accompanying financial statements.
(8) Income Taxes
Total income taxes for the years ended December 31, 1997, 1996 and 1995
were allocated as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------====----------------------
(dollars in thousands) 1997 1996 1995
- ------------------------------------------------------====----------------------
<S> <C> <C> <C>
Income before income taxes $ 2,994 2,447 2,704
Change in Shareholders' Equity, for unrealized
gain(loss) on securities 103 (76) 332
- --------------------------------------------------------------------------------
$ 3,097 2,371 3,036
- --------------------------------------------------------------------------------
</TABLE>
For the years ended December 31, 1997, 1996 and 1995, income tax expense
(benefit) attributable to income before income taxes consisted of:
<TABLE>
<CAPTION>
- -------------------------------------------------====---------------------------
(dollars in thousands) 1997 1996 1995
- -------------------------------------------------====---------------------------
<S> <C> <C> <C>
Current:
State $ 389 578 647
Federal 2,324 1,934 2,468
- --------------------------------------------------------------------------------
2,713 2,512 3,115
- --------------------------------------------------------------------------------
Deferred:
State 59 (16) (93)
Federal 222 (49) (318)
- --------------------------------------------------------------------------------
281 (65) (411)
- --------------------------------------------------------------------------------
$ 2,994 2,447 2,704
- --------------------------------------------------------------------------------
</TABLE>
36
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
Income tax expense attributable to income before income taxes differed
from the amounts computed by applying the U.S. federal statutory income tax rate
to pretax income as a result of the following:
<TABLE>
<CAPTION>
- -----------------------------------------------====-----------------------------
(dollars in thousands) 1997 1996 1995
- -----------------------------------------------====-----------------------------
<S> <C> <C> <C>
Tax expense at statutory rate $ 2,683 2,117 2,331
State taxes, net of Federal benefit 296 371 366
Other 15 (41) 7
- --------------------------------------------------------------------------------
Actual income tax expense $ 2,994 2,447 2,704
- --------------------------------------------------------------------------------
</TABLE>
The tax effects of temporary differences that gave rise to significant
portions of the deferred tax assets and deferred tax liabilities at December 31,
1997 and 1996 were as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------====-----------------
(dollars in thousands) 1997 1996
- -----------------------------------------------------------====-----------------
<S> <C> <C>
Deferred tax assets:
Intangible assets $ 158 62
Financial statement allowance for loan losses 1,264 1,354
Postretirement benefits other than pension 147 120
Other 232 180
- --------------------------------------------------------------------------------
Total gross deferred tax assets $ 1,801 1,716
- --------------------------------------------------------------------------------
Deferred tax liabilities:
Bond discount $ 116 112
Other 73 41
Net unrealized gain on securities
available for sale 142 39
Undistributed earnings of Subsidiary 340 --
Tax loan loss reserve in excess of base
year reserve 214 222
- --------------------------------------------------------------------------------
Total gross deferred liabilities $ 885 414
- --------------------------------------------------------------------------------
Net deferred tax asset $ 916 1,302
- --------------------------------------------------------------------------------
</TABLE>
Realization of deferred tax assets is dependent upon the generation of
future taxable income or the existence of sufficient taxable income within the
carryback period. A valuation allowance is provided when it is more likely than
not that some portion of the deferred tax assets will not be realized. In
assessing the need for a valuation allowance, management considers the scheduled
reversal of the deferred tax liabilities, the level of historical taxable income
and projected future taxable income over the periods in which the temporary
differences comprising the deferred tax assets will be deductible. Based on its
assessment, management determined that no valuation allowance is necessary.
Included in retained earnings at December 31, 1997 is approximately
$2,038,000 representing aggregate provisions for loan losses taken under the
Internal Revenue Code. Use of these reserves to pay dividends in excess of
earnings and profits or to redeem stock, or if the institution fails to qualify
as a bank for Federal income tax purposes would result in taxable income to the
Company.
(9) Shareholders' Equity
Series A Preferred Stock -- Dividends are cumulative from the date of issuance
and are payable quarterly at prime plus 1%, not to exceed 12% or fall below 8%
(9.50% at December 31, 1997). The preferred stock is redeemable at the Company's
sole discretion for $100 per share. During 1997 and 1996, the Company redeemed
958 and 398 shares, respectively, of the Series A preferred stock.
Series B Preferred Stock -- In connection with the acquisition of Homestead, the
Company issued 21,700 shares of floating-rate non-cumulative preferred stock.
Dividends are payable quarterly at prime, not to exceed 10.5% or fall below 7.5%
(8.50% at December 31, 1997). The preferred stock is redeemable at the Company's
sole discretion at $100 per share. During 1997 and 1996, the Company redeemed
450 and 101 shares, respectively, of the Series B preferred stock.
37
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
The Company's ability to pay dividends is primarily dependent upon the
ability of its subsidiary banks to pay dividends to the Parent Company. The
payment of dividends by Cayuga and Homestead is subject to being in compliance
with minimum regulatory capital requirements.
(10) Regulatory Capital Matters
The Company's subsidiary banks are subject to various regulatory capital
requirements administered by the federal banking agencies which regulate them.
Failure to meet minimum capital requirements can initiate certain mandatory--and
possibly additional discretionary--actions by regulators that, if undertaken,
could have a direct material effect on the Company's financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt corrective
action, Cayuga and Homestead must meet specific capital guidelines that involve
quantitative measures of assets, liabilities, and certain off-balance-sheet
items as calculated under regulatory accounting practices. The capital amounts
and classification are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Company to maintain minimum amounts and ratios (set forth in the
table below) of total and Tier I capital (as defined in the regulations) to
risk-weighted assets (as defined). Management believes, as of December 31, 1997,
that the Company meets all capital adequacy requirements to which it is subject.
As of December 31, 1997, the most recent notification from the Federal
Deposit Insurance Corporation (FDIC) and the Office of Thrift Supervision (OTS)
categorized Cayuga and Homestead, respectively, as well capitalized, under the
regulatory framework for prompt corrective actions. To be categorized well
capitalized, Cayuga and Homestead must maintain the minimum ratios as set forth
in the table. There were no conditions or events since that notification that
management believes have changed the institution's category.
The Company's actual capital amounts and ratios are presented in the
following table:
<TABLE>
<CAPTION>
As of December 31, 1997:
- ------------------------------------------------------------------------------------------------------------------------
To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
- ------------------------------------------------------------------------------------------------------------------------
(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
- ------------------------------------------------------------------------------------------------------------------------
Total Capital (to Risk Weighted Assets):
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Consolidated $ 38,520 11.75% 26,230 >|=8.0 N/A --
Cayuga 31,720 11.90 21,317 >|=8.0 26,646 >|=10.0
Homestead 6,800 11.07 4,913 >|=8.0 6,141 >|=10.0
Tier 1 Capital (to Risk Weighted Assets):
- ------------------------------------------------------------------------------------------------------------------------
Consolidated $ 35,235 10.75% 13,115 >|=4.0 N/A --
Cayuga 28,671 10.76 10,658 >|=4.0 15,987 >|=6.0
Homestead 6,564 10.69 2,457 >|=4.0 3,685 >|=6.0
Tier 1 Capital (to Average Assets):
- ------------------------------------------------------------------------------------------------------------------------
Consolidated $ 35,235 7.20% 26,933 >|=5.5 N/A --
Cayuga 28,671 7.48 15,327 >|=4.0 19,158 >|=5.0
Homestead 6,564 6.16 4,261 >|=4.0 5,326 >|=5.0
Tangible Capital
- ------------------------------------------------------------------------------------------------------------------------
Consolidated N/A -- N/A -- N/A --
Cayuga N/A -- N/A -- N/A --
Homestead $ 6,564 6.16% 1,598 >|=1.5 N/A --
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
N/A- Not Applicable
38
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
As of December 31, 1996:
- ----------------------------------------------------------------------------------------------------------------------------
To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
- ----------------------------------------------------------------------------------------------------------------------------
(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
- ----------------------------------------------------------------------------------------------------------------------------
Total Capital (to Risk Weighted Assets):
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Consolidated $ 34,365 11.23% 24,489 -- N/A --
Cayuga 28,144 11.47 19,634 >|=8.0 24,542 >|=10.0
Homestead 6,221 10.25 4,855 >|=8.0 6,069 >|=10.0
Tier 1 Capital (to Risk Weighted Assets):
- ----------------------------------------------------------------------------------------------------------------------------
Consolidated $ 31,068 10.15% 12,245 -- N/A --
Cayuga 25,075 10.22 9,817 >|=4.0 14,725 >|=6.0
Homestead 5,993 9.87 2,428 >|=4.0 3,641 >|=6.0
Tier 1 Capital (to Average Assets):
- ----------------------------------------------------------------------------------------------------------------------------
Consolidated $ 31,068 6.62% 18,765 -- N/A --
Cayuga 25,075 6.94 14,453 >|=4.0 18,067 >|=5.0
Homestead 5,993 5.56 4,312 >|=4.0 5,390 >|=5.0
Tangible Capital
- ----------------------------------------------------------------------------------------------------------------------------
Consolidated N/A -- N/A -- N/A --
Cayuga N/A -- N/A -- N/A --
Homestead $ 5,993 5.56% 1,617 >|=1.5 N/A --
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
N/A- Not Applicable
(11) Earnings Per Share
Calculation of Basic Earnings Per Share (Basic EPS) and Diluted Earnings
Per Share (Diluted EPS) were as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
For Year Ended December 31, 1997
- ----------------------------------------------------------------------------------------------
Average
(dollars in thousands) Income Shares Amounts
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Basic EPS
Net income $ 4,897
Less: Preferred stock dividends (441)
- ----------------------------------------------------------------------------------------------
Income available to common shareholders $ 4,456 2,355,285 1.89
Effect of Dilutive Securities
Stock Options 65,101
- ----------------------------------------------------------------------------------------------
Diluted EPS
Income available to common shareholders
plus assumed conversions $ 4,456 2,420,386 1.85
- ----------------------------------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------------------------------------------------
For Year Ended December 31, 1996
- ----------------------------------------------------------------------------------------------
Average
(dollars in thousands) Income Shares Amounts
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Basic EPS
Net income $ 3,779
Less: Preferred stock dividends (451)
- ----------------------------------------------------------------------------------------------
Income available to common shareholders $ 3,328 2,324,847 1.43
Effect of Dilutive Securities
Stock Options 28,627
- ----------------------------------------------------------------------------------------------
Diluted EPS
Income available to common shareholders
plus assumed conversions $ 3,328 2,353,474 1.41
- ----------------------------------------------------------------------------------------------
</TABLE>
39
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
For Year Ended December 31, 1995
- ----------------------------------------------------------------------------------------------
Average
(dollars in thousands) Income Shares Amounts
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Basic EPS
Net income $ 4,151
Less: Preferred stock dividends (469)
- ----------------------------------------------------------------------------------------------
Income available to common shareholders $ 3,682 2,303,425 1.60
Effect of Dilutive Securities
Stock Options 16,438
- ----------------------------------------------------------------------------------------------
Diluted EPS
Income available to common shareholders
plus assumed conversions $ 3,682 2,319,863 1.59
- ----------------------------------------------------------------------------------------------
</TABLE>
(12) Retirement Plans
The Company's pension plans cover substantially all of its full-time
employees who have been employed by the Company for more than one year.
The Company has a non-contributory defined contribution retirement plan and
a 401(k) plan. Contributions to the retirement plan are based on the
participant's age and compensation, generally 2.5% of each covered employee's
wages. Contributions to the 401(k) plan amount to 50% of participant
contributions up to 6% of employee compensation. Expense for these plans for the
years ended December 31, 1997, 1996 and 1995 was $246,000, $193,000, and
$261,000, respectively.
(13) Other Postretirement Benefit Plans
The Company sponsors a defined contribution Postretirement Medical Spending
Account Plan that provides funds for medical expenditures for retired full-time
employees who meet minimum age and service requirements. In addition, the
Company sponsors a life insurance benefit of $10,000 for retired full-time
employees meeting minimum age and service requirements.
The following table presents the plan's funded status reconciled with
amounts recognized in the Company's Consolidated Balance Sheet at December 31,
1997, 1996 and 1995:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------====------------------------------
(dollars in thousands) 1997 1996 1995
- ------------------------------------------------------------------------====------------------------------
<S> <C> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $ (741) (673) (711)
Active plan participants (134) (139) (119)
- ----------------------------------------------------------------------------------------------------------
(875) (812) (830)
Plan assets at fair value -- -- --
- ----------------------------------------------------------------------------------------------------------
Accumulated postretirement benefit obligation in
excess of plan assets (875) (812) (830)
Unrecognized transition obligation 647 690 734
Unrecognized net gain (112) (149) (106)
- ----------------------------------------------------------------------------------------------------------
Accrued postretirement benefit cost
included in other liabilities $ (340) (271) (202)
- ----------------------------------------------------------------------------------------------------------
</TABLE>
Net periodic postretirement benefit cost for 1997, 1996 and 1995 includes
the following components:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------====------------------------------
(dollars in thousands) 1997 1996 1995
- ------------------------------------------------------------------------====------------------------------
<S> <C> <C> <C>
Service cost $ 13 16 8
Interest cost 62 57 60
Amortization of transition obligation 41 40 37
- ----------------------------------------------------------------------------------------------------------
Net periodic postretirement benefit cost $ 116 113 105
- ----------------------------------------------------------------------------------------------------------
</TABLE>
The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation was 9.5% in 1997, decreasing 0.5% in each year
until attaining the ultimate level of 5.0% per year. A 1% increase in the trend
rate for all future years does not have a material effect on the obligation. The
weighted average discount rate used in determining the accumulated
postretirement benefit obligation was 7.5% in 1997 and 7.5% in 1996.
40
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
(14) Stock Option Plan
The Company's stock option plans include the 1996 Stock Option Plan (1996
Plan) and the 1988 Stock Option Plan (1988 Plan). The 1996 Plan provides for the
award of incentive stock options or nonstatutory stock options to key employees
of the Company. Awards may be made under the Plan until May 2001. During 1995,
an additional 21,600 shares were authorized for issuance under the 1988 Plan.
Shares issued under these plans may be authorized but unissued shares or
treasury shares.
Options are granted at prices equal to the fair market value of the common
stock on the date of grant. Options granted under the 1996 Plan are exercisable
in full two years after the date of grant and expire not later than seven years
after the date of grant. Options under the 1988 Plan are fully vested and expire
not later than ten years after the date of grant.
A total of 173,600 shares of common stock were reserved for issuance under
the above plans at December 31, 1997. Options outstanding at December 31, 1997
were at prices ranging from $8.80 to $17.20 per share.
The following is a summary of the changes in options outstanding:
<TABLE>
<CAPTION>
- -----------------------------------------------------====------------------------------------------------------------------
1997 1996 1995
- -----------------------------------------------------====------------------------------------------------------------------
Weighted Weighted Weighted
# Average Price # Average Price # Average Price
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding, January 1 122,450 $12.62 96,000 10.76 42,800 7.51
Granted 26,900 17.20 39,900 15.35 57,700 12.68
Exercised (8,606) 11.77 (9,850) 5.59 (3,000) 4.50
Expired (6,800) 16.57 (3,600) 12.68 (1,500) 4.50
- ---------------------------------------------------------------------------------------------------------------------------
Options outstanding, December 31 133,944 13.39 122,450 12.62 96,000 10.76
- ---------------------------------------------------------------------------------------------------------------------------
Options exercisable, December 31 73,944 11.23 86,150 11.35 96,000 10.76
- ---------------------------------------------------------------------------------------------------------------------------
Shares available for future grants 173,600 -- 190,100 -- -- --
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
The following summarizes outstanding and exercisable options at December
31, 1997:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Options Outstanding Options Exercisable
- -----------------------------------------------------------------------------------------------------------------------
Range of Weighted Average Weighted Weighted
Exercise Number Remaining Average Number Average
Prices Outstanding Contractual Life Exercise Price Exercisable Exercise Price
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 8.80 - 8.80 27,500 6.6 years $8.80 27,500 $ 8.80
$12.68 - 12.68 46,444 7.6 years 12.68 46,444 12.68
$15.35 - 17.20 60,000 5.7 years 16.04 -- --
- -----------------------------------------------------------------------------------------------------------------------
133,944 73,944
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
The Company applies APB Opinion No. 25 in accounting for its stock option
plans, and, accordingly no compensation cost has been recognized for its stock
options in the accompanying consolidated financial statements.
Had compensation cost been determined based on the fair value at the grant
dates for awards under the plans, consistent with the method of the Financial
Accounting Standards Board's Statement 123, the Company's net income and
earnings per share would have been reduced to the pro forma amounts indicated
below:
<TABLE>
<CAPTION>
- -------------------------------------------------------====----------------------------
(dollars in thousands) 1997 1996 1995
- -------------------------------------------------------====----------------------------
<S> <C> <C> <C>
Net Income:
As reported $ 4,897 3,779 4,151
Pro forma $ 4,836 3,738 3,949
- ---------------------------------------------------------------------------------------
Basic Earnings per share:
As reported $ 1.89 1.43 1.60
Pro forma $ 1.85 1.41 1.51
- ---------------------------------------------------------------------------------------
</TABLE>
41
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
The per share weighted average fair value of stock options granted during
1997, 1996 and 1995 of $5.43, $5.83 and $5.63, respectively, on the date of
grant determined using the Black-Scholes option-pricing model with the following
weighted average assumptions:
<TABLE>
<CAPTION>
- -----------------------------------------------====----------------------------
1997 1996 1995
- -----------------------------------------------====----------------------------
<S> <C> <C> <C>
Expected dividend yield 1.6% 2.0 2.0
Risk free interest rate 6.2% 6.6 6.4
Expected life 5 years 5 years 7 years
Volatility 27.5% 39.9 42.8
- -------------------------------------------------------------------------------
</TABLE>
(15) Leases
The Company leases certain property and equipment under operating lease
arrangements. Rent expense under these arrangements amounted to $75,000 in 1997,
$117,000 in 1996 and $148,000 in 1995. Real estate taxes, insurance, maintenance
and other operating expenses associated with leased property are generally paid
by the Company.
(16) Employee Stock Ownership Plan
The Company has a non-contributory Employee Stock Ownership Plan (ESOP)
covering substantially all employees. The number of shares allocable to Plan
participants is determined by the Board of Directors. Allocations to individual
participant accounts is based on participant compensation.
In connection with establishing the ESOP, the ESOP borrowed $1,147,000 (see
note 8) and utilized a Company contribution of $70,000 to acquire 188,260 shares
of the Company's common stock. At December 31, 1997 and 1996, 171,286 and
154,294 of these shares have been allocated to employees with the remaining
shares at December 31, 1997 held in trust. Interest incurred by the ESOP on debt
applicable to such shares was $16,000, $24,000 and $34,000 in 1997, 1996 and
1995, respectively. The Company contributed and expensed $104,000, $105,000 and
$109,000 during 1997, 1996 and 1995, respectively, with respect to such shares.
The Company accounts for shares purchased subsequent to December 31, 1992
in accordance with Statement of Position 93-6. Accordingly, as shares are
released from collateral, the Company reports compensation expense equal to the
current market price of the shares and the shares become outstanding for
earnings per share computations. In 1994, the ESOP borrowed $302,000 and used
the proceeds to purchase 34,188 shares of the Company's common stock. Interest
incurred by the ESOP on debt applicable to such shares was $15,000, $21,000 and
$26,000 in 1997, 1996 and 1995, respectively. ESOP compensation expense
applicable to shares purchased subsequent to 1992 was $111,000, $74,000, and
$58,000 in 1997, 1996 and 1995, respectively. At December 31, 1997, there were
14,652 of these ESOP shares allocated and 19,536 shares unreleased. The fair
value at December 31, 1997 of unreleased ESOP shares purchased subsequent to
1992 was $503,000.
(17) Commitments and Contingencies
In the normal course of business, various commitments and contingent
liabilities are outstanding, such as standby letters of credit and commitments
to extend credit that are not reflected in the consolidated financial
statements. Financial instruments with off-balance sheet risk involve elements
of credit risk, interest rate risk, liquidity risk and market risk. Management
does not anticipate any significant losses as a result of these transactions.
Commitments to originate mortgages and other loans were approximately
$10,994,000 and $7,722,000 at December 31, 1997 and 1996, respectively.
Commitments under unused lines of credit were approximately $44,008,000 and
$42,743,000 at December 31, 1997 and 1996, respectively. The majority of these
commitments were at variable rates of interest.
42
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
Primarily all of the Company's loans are to borrowers in Cayuga and Oneida,
New York, counties and surrounding areas. The ability and willingness of
borrowers to repay their loans is dependent on the overall economic health of
the Company's market area, current real estate values and the general economy. A
majority of the Company's loans are secured by real estate collateral.
In the normal course of business, there are various outstanding legal
proceedings. In the opinion of management based on review with counsel, the
aggregate amount involved in such proceedings is not material to the financial
condition, liquidity or results of operations of the Company.
(18) Loans to Directors and Officers
A summary of the changes in outstanding loans to members of the board of
directors and officers of the Company, or their interests, follows:
<TABLE>
<CAPTION>
Year Ended December 31,
- -----------------------------------------------------====-----------------------
(dollars in thousands) 1997 1996
- -----------------------------------------------------====-----------------------
<S> <C> <C>
Balance of loans outstanding at
beginning of year $ 5,216 5,638
New loans and increase in existing loans 1,089 592
Loan principal repayments (1,971) (1,014)
- --------------------------------------------------------------------------------
Balance at end of year $ 4,334 5,216
- --------------------------------------------------------------------------------
</TABLE>
These loans were made on substantially the same terms, including interest
rate and collateral, as those prevailing at the time for comparable transactions
with unrelated parties.
(19) Fair Values of Financial Instruments
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments:
Cash and Cash Equivalents
For these short term instruments that generally mature in ninety days or
less, the carrying value approximates fair value.
Securities
Fair values for securities are based on quoted market prices or dealer
quotes, where available. Where quoted market prices are not available, fair
values are based on quoted market prices of comparable instruments.
Loans Receivable
For variable-rate loans that reprice frequently and have no significant
credit risk, fair values are based on carrying values. Fair values for
fixed-rate residential mortgage loans are based on quoted market prices of
similar loans sold in the secondary market, adjusted for differences in loan
characteristics. The fair values for other loans are estimated through
discounted cash flow analyses using interest rates currently being offered for
loans with similar terms and credit quality.
Delinquent loans are valued using the methods noted above. While credit
risk is a component of the discount rate used to value loans, delinquent loans
are presumed to possess additional risk. Therefore, the calculated fair value of
loans delinquent more than thirty days are reduced by an allocated amount of the
general allowance for loan losses.
FHLB Stock
The carrying value of this instrument, which is redeemable at par,
approximates fair value.
43
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
Deposits
The fair values disclosed for demand deposits, mortgage escrow accounts,
savings accounts and money market accounts are, by definition, equal to the
amounts payable on demand at the reporting date (i.e. their carrying values).
The fair value of fixed maturity certificates of deposit is estimated using a
discounted cash flow approach that applies interest rates currently being
offered on certificates to a schedule of aggregated expected monthly maturities
on time deposits.
Borrowings
The fair value of the term advances from the Federal Home Loan Bank is
estimated using discount cash flow analysis based on the Company's current
incremental borrowing rate for similar borrowing arrangements.
Commitments to Extend Credit
The fair value of commitments to extend credit are based on fees currently
charged to enter into similar agreements, the counter party's credit standing
and discounted cash flow analysis. The fair value of these commitments to extend
credit approximates the recorded amounts of the related fees and is not material
at December 31, 1997 and 1996.
The estimated fair values of the Company's financial instruments as of
December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------====----------------------------------------
1997 1996
- -----------------------------------------------------------====----------------------------------------
Carrying Fair Carrying Fair
(dollars in thousands) Amount Value(1) Amount Value(1)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Financial Assets:
Cash and cash equivalents $ 13,483 13,483 10,675 10,675
Securities available for sale 51,944 51,944 43,895 43,895
Securities held to maturity 51,676 52,182 54,392 54,618
Loans Receivable:
Adjustable rate residential 77,698 81,067 47,597 47,556
Fixed-rate residential 137,557 142,565 140,590 143,086
Commercial mortgages 41,678 45,014 46,022 46,143
Commercial loans 41,920 43,786 40,009 40,012
Consumer loans and other 74,416 76,712 74,245 74,066
Allowance for loan losses 3,285 3,285 3,389 3,389
FHLB stock 3,629 3,629 2,279 2,279
- -------------------------------------------------------------------------------------------------------
Financial Liabilities:
Deposits:
Demand accounts, savings and money
market accounts $ 212,509 212,509 219,731 219,731
Certificates of Deposit 201,056 202,134 187,360 187,446
Advance payments by borrowers for
insurance and taxes 3,446 3,446 3,131 3,131
Borrowings 50,164 52,130 25,536 25,536
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial instrument.
These estimates are subjective in nature and involve uncertainties and
matters of significant judgment and, therefore, cannot be determined with
precision. Changes in assumptions could significantly affect the estimates.
44
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
(20) Parent Company Only Financial Statements
The following presents the financial position of the parent company as of
December 31, 1997 and 1996 and the results of its operations and cash flows for
the years ended December 31, 1997, 1996 and 1995:
CONDENSED BALANCED SHEETS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
December 31,
- ------------------------------------------------------====----------------------
(dollars in thousands) 1997 1996
- ------------------------------------------------------====----------------------
<S> <C> <C>
Assets
Cash and Due from Banks $ 1,277 858
Other assets 117 190
Investment in subsidiaries 37,843 33,983
- --------------------------------------------------------------------------------
$ 39,237 35,031
- --------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Other liabilities $ 36 14
Borrowings 172 215
Shareholders' Equity 39,029 34,802
- --------------------------------------------------------------------------------
$ 39,237 35,031
- --------------------------------------------------------------------------------
</TABLE>
CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Year ended December 31,
- ----------------------------------------------------====------------------------
(dollars in thousands) 1997 1996 1995
- ----------------------------------------------------====------------------------
<S> <C> <C> <C>
Income from subsidiaries $ 594 632 679
Dividends from subsidiaries 1,250 1,200 1,250
Equity in undistributed income of subsidiaries 3,703 2,600 2,940
Operating expenses (635) (632) (692)
Interest expense (15) (21) (26)
- --------------------------------------------------------------------------------
Net Income $ 4,897 3,779 4,151
- --------------------------------------------------------------------------------
</TABLE>
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Year ended December 31,
- ----------------------------------------------------====------------------------
(dollars in thousands) 1997 1996 1995
- ----------------------------------------------------====------------------------
<S> <C> <C> <C>
Operating activities:
Net income $ 4,897 3,779 4,151
Adjustments to reconcile net income to net
cash provided(used) by operating activities:
Equity in undistributed income of subsidiaries (3,703) (2,600) (2,940)
Amortization -- -- 14
(Increase) decrease in other assets 73 (48) (91)
Increase (decrease) in other liabilities
and due to subsidiaries 22 (162) 62
- --------------------------------------------------------------------------------
Net cash provided by operating activities 1,289 969 1,196
- --------------------------------------------------------------------------------
Financing activities:
Net proceeds from issuance of common and
preferred stock 366 338 134
Director Stock Plan distributions 15 16 16
Employee Stock Ownership Plan distributions 221 185 169
Cash dividends paid to shareholders (1,289) (1,198) (1,158)
Redemption of Preferred stock (140) (50) (73)
Decrease in borrowings (43) (86) --
- --------------------------------------------------------------------------------
Net cash used by financing activities (870) (795) (914)
- --------------------------------------------------------------------------------
Net increase in cash and cash equivalents 419 174 282
Cash and cash equivalents at beginning of year 858 684 402
- --------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 1,277 858 684
- --------------------------------------------------------------------------------
</TABLE>
45
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Quarterly Summarized Financial Information (Unaudited)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------====----------------------------------------------------------------
(dollars in thousands) 1997 1996
- ----------------------------------------------------------------====----------------------------------------------------------------
By Quarter 1 2 3 4 Year 1 2 3 4 Year
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income $9,112 9,323 9,476 9,611 37,522 8,518 8,986 9,136 9,123 35,763
Interest expense 4,046 4,218 4,406 4,547 17,217 4,075 4,111 4,066 4,100 16,352
- ------------------------------------------------------------------------------------------------------------------------------------
Net interest income 5,066 5,105 5,070 5,064 20,305 4,443 4,875 5,070 5,023 19,411
Provision for loan
losses 373 372 373 402 1,520 296 446 227 365 1,334
- ------------------------------------------------------------------------------------------------------------------------------------
4,693 4,733 4,697 4,662 18,785 4,147 4,429 4,843 4,658 18,077
Non-interest income 724 849 845 809 3,227 587 691 (309)A 766 1,735
Non-interest expense 3,429 3,491 3,594 3,607 14,121 3,102 3,232 4,051B 3,201 13,586
- ------------------------------------------------------------------------------------------------------------------------------------
Income before
income taxes 1,988 2,091 1,948 1,864 7,891 1,632 1,888 483 2,223 6,226
Income taxes 759 793 724 718 2,994 640 737 193 877 2,447
- ------------------------------------------------------------------------------------------------------------------------------------
Net income $1,229 1,298 1,224 1,146 4,897 992 1,151 290 1,346 3,779
Preferred stock
dividend 108 111 111 111 441 118 111 111 111 451
- ------------------------------------------------------------------------------------------------------------------------------------
Net income
attributable to
common shares $1,121 1,187 1,113 1,035 4,456 874 1,040 179 1,235 3,328
- ------------------------------------------------------------------------------------------------------------------------------------
Net income per common share:
Basic $ .48 .50 .47 .44 1.89 .38 .45 .08 .52 1.43
Diluted $ .47 .49 .46 .43 1.85 .37 .44 .08 .52 1.41
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(A) Includes $1.0 million loss on sale of commercial mortgage loans.
(B) Includes $556,000 SAIF Assessment.
Common Stock Price and Dividend Information (Unaudited)
<TABLE>
<CAPTION>
- -----------------------------------------------====---------------------------------------------------------------------------------
1997 1997 1996
- -----------------------------------------------====---------------------------------------------------------------------------------
By Quarter 1 2 3 4 Year 1 2 3 4 Year
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Stock price
High 21 1/2 21 3/4 27 1/2 28 1/4 28 1/4 15 1/4 16 1/2 16 1/4 17 17
Low 16 1/4 20 20 1/2 24 1/4 16 1/4 13 14 1/2 14 3/4 16 13
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends .08 .08 .10 .10 .36 .08 .08 .08 .08 .32
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The common stock of the Company is presently traded on the Nasdaq Stock
Market under the symbol "IROQ." The above table indicates the high and low
closing prices as reported in the Nasdaq National Market listings for the
Iroquois Bancorp, Inc. common stock, and dividend information for each quarter
in the last two calendar years. The prices may represent inter-dealer
transaction, without retail markups, markdowns, or commissions. The number of
registered shareholders of Iroquois Bancorp, Inc. stock as of December 31, 1997,
was 1,365.
46
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Directors and Officers/Corporate Data
Iroquois
Bancorp, Inc.
Directors:
Joseph P. Ganey
Chairman
Brian D. Baird
Attorney, Kavinoky & Cook
John Bisgrove, Jr.
President & Owner of
Sunrise Farms
Richard D. Callahan
President &
Chief Executive Officer
Peter J. Emerson
Director, Fred L. Emerson
Foundation, Inc.
Dr. Arthur A. Karpinski
Retired Periodontist
Henry D. Morehouse
Owner, Morehouse
Appliances
Edward D. Peterson
Retired Manager, Human
Resources, General Electric
Aerospace Operations Dept.;
Management Consultant
Lewis E. Springer, II
President, Creative
Electric, Inc;
Chairman, Andersen
Laboratories, Inc.
Officers:
Richard D. Callahan
President &
Chief Executive Officer
Marianne R. O'Connor
CPA, Treasurer &
Chief Financial Officer
Melissa A. Komanecky
Vice President-Human
Resources
Richard J. Notebaert, Jr.
Vice President
President & Chief Executive
Officer, The Homestead
Savings (FA)
Henry M. O'Reilly
Director of Internal Audit
W. Anthony Shay, Jr.
Vice President-Operations
Cayuga
Bank
Directors:
Joseph P. Ganey, Chairman
John Bisgrove, Jr.
Richard D. Callahan
Carol I. Contiguglia
Peter J. Emerson
Dr. Arthur A. Karpinski
Martha S. MacKay
Lawrence H. Poole, Ph.D.
Frederick N. Richardson
Lewis E. Springer, II
Donald E. Staples
Offices:
Main Office
115 Genesee Street
Auburn, NY 13021
(315) 252-9521
Grant Avenue Office
Auburn, NY 13021
Loop Road Office
Auburn, NY 13021
West Genesee Street Office
351 West Genesee Street
Auburn, NY 13021
Weedsport Office
9015 North Seneca Street
Weedsport, NY 13166
Moravia Office
31-33 Main Street
Moravia, NY 13118
Lacona Office
1897 Harwood Drive
Lacona, NY 13083
The Homestead
Savings (FA)
Directors:
Annette M. Dimon
David A. Engelbert
Richard R. Griffith
William E. Jakes
Henry D. Morehouse
Richard J. Notebaert, Jr.
Edward D. Peterson
Offices:
Main Office
283 Genesee Street
Utica, NY 13501
(315) 797-1350
South Utica Office
1930 Genesee Street
Utica, NY 13502
Rome Office
Freedom Mall
Rome, NY 13440
Waterville Office
129 Main Street
Waterville, NY 13480
Clinton Office
Homestead Plaza
Clinton, NY 13323
Old Forge-Loan Center
Green Sleeves Common
Professional Building
Old Forge, NY 13420
Corporate Data
Corporate Offices
Iroquois Bancorp, Inc.
115 Genesee Street
Auburn, New York 13021
(315) 252-9521
Annual Meeting
The annual meeting of Iroquois
Bancorp, Inc. will be held at
10:00 a.m., Thursday, April
30, 1998, at the Holiday Inn,
75 North Street, Auburn, New
York 13021.
Request for Financial
Information
Shareholders and others
seeking information about
Iroquois Bancorp, Inc.,
including copies of the annual
and quarterly reports, as well
as Form 10-K, as filed with
the Securities Exchange
Commission, are invited to
contact:
Marianne R. O'Connor
Chief Financial Officer
(315) 252-9521
Transfer Agent & Registrar:
American Stock Transfer &
Trust Co.
40 Wall Street
New York, NY 10005
(800) 937-5449
Counsel
Harris Beach & Wilcox, LLP
The Granite Building
130 East Main Street
Rochester, NY 14604
Independent Auditors
KPMG Peat Marwick LLP
113 South Salina Street
Syracuse, NY 13202
Market Makers
(as of year-end)
F. J. Morrissey & Co., Inc.
Sandler O'Neill & Partners
Automatic Dividend
Reinvestment Plan
A convenient, no-cost means
for Iroquois Bancorp, Inc.
shareholders to increase their
holdings is available through
the Automatic Dividend
Reinvestment Plan. This plan
is administered by American
Stock Transfer & Trust Co.
acting as your Agent.
Quarterly dividends and
optional additional cash
investments may be used to
purchase additional shares.
For further information
contact:
American Stock
Transfer & Trust Co.
40 Wall Street
New York, NY 10005
(800) 937-5449
47
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes
<PAGE>
Iroquois Bancorp, Inc. 115 Genesee Street, Auburn, New York 13021
<PAGE>
EXHIBIT 21
----------
LIST OF SUBSIDIARIES
The Registrant has two subsidiaries:
1. Cayuga Bank, a trust company organized under and governed by the
laws of the State of New York.
2. The Homestead Savings (FA), a federally chartered stock form
savings association with offices in New York State, under the
jurisdiction of the Office of Thrift Supervision.
<PAGE>
EXHIBIT 23
----------
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Iroquois Bancorp, Inc.:
We consent to incorporation by reference in the registration statement Nos. 33-
36826, 33-36827, 33-36828, 33-94214 and 333-10063 on Form S-8 and No. 33-36825
on Form S-3 of Iroquois Bancorp, Inc. of our report dated January 16, 1998,
relating to the consolidated balance sheets of Iroquois Bancorp, Inc. and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1997, which report has been
incorporated by reference in the December 31, 1997 annual report on Form 10-K of
Iroquois Bancorp, Inc.
We also consent to incorporation by reference in the Registration Statement No.
33-36828 on Form S-8 of Iroquois Bancorp, Inc. of our report dated March 3, 1998
relating to the statements of net assets available for plan benefits, with fund
information of the Iroquois Bancorp, Inc. 401(k) Savings Plan as of December 31,
1997 and 1996, and the related statements of changes in net assets available for
plan benefits, with fund information for the years ended December 31, 1997 and
1996, and related schedules as of and for the year ended December 31, 1997,
which report appears in the December 31, 1997 annual report on Form 10-K of
Iroquois Bancorp, Inc.
/s/ KPMG Peat Marwick LLP
- -----------------------------
KPMG Peat Marwick LLP
Syracuse, New York
March 19, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31,
1997 10-K REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 12778
<INT-BEARING-DEPOSITS> 705
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 51944
<INVESTMENTS-CARRYING> 51676
<INVESTMENTS-MARKET> 52182
<LOANS> 373269
<ALLOWANCE> 3285
<TOTAL-ASSETS> 509778
<DEPOSITS> 417011
<SHORT-TERM> 50164
<LIABILITIES-OTHER> 3574
<LONG-TERM> 0
0
49
<COMMON> 2389
<OTHER-SE> 36591
<TOTAL-LIABILITIES-AND-EQUITY> 509778
<INTEREST-LOAN> 30579
<INTEREST-INVEST> 6606
<INTEREST-OTHER> 337
<INTEREST-TOTAL> 37522
<INTEREST-DEPOSIT> 15457
<INTEREST-EXPENSE> 17217
<INTEREST-INCOME-NET> 20305
<LOAN-LOSSES> 1520
<SECURITIES-GAINS> 99
<EXPENSE-OTHER> 14121
<INCOME-PRETAX> 7891
<INCOME-PRE-EXTRAORDINARY> 7891
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4897
<EPS-PRIMARY> 1.89
<EPS-DILUTED> 1.85
<YIELD-ACTUAL> 4.37
<LOANS-NON> 5902
<LOANS-PAST> 272
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3389
<CHARGE-OFFS> 1808
<RECOVERIES> 184
<ALLOWANCE-CLOSE> 3285
<ALLOWANCE-DOMESTIC> 3285
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<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>
<RESTATED>
<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 .91
<EPS-DILUTED> 1.42 .89
<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>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 30,
1997 10-Q REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996 DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996 JAN-01-1997 JAN-01-1996
<PERIOD-END> JUN-30-1997 JUN-30-1996 MAR-01-1997 MAR-31-1996
<CASH> 15067 10326 12216 9217
<INT-BEARING-DEPOSITS> 3000 700 2000 3900
<FED-FUNDS-SOLD> 0 0 0 0
<TRADING-ASSETS> 0 0 0 0
<INVESTMENTS-HELD-FOR-SALE> 51059 40640 48050 39503
<INVESTMENTS-CARRYING> 52670 54029 54065 50796
<INVESTMENTS-MARKET> 0 0 0 0
<LOANS> 356817 347995 348735 332806
<ALLOWANCE> (2938) (3236) (3589) (3389)
<TOTAL-ASSETS> 496903 470710 481205 451060
<DEPOSITS> 428052 412513 422832 372605
<SHORT-TERM> 29529 22601 20333 43104
<LIABILITIES-OTHER> 2498 2312 2546 2912
<LONG-TERM> 0 0 0 0
0 0 0 0
49 50 49 50
<COMMON> 2377 2357 2373 2349
<OTHER-SE> 34398 30877 33072 30040
<TOTAL-LIABILITIES-AND-EQUITY> 496903 470710 481205 451060
<INTEREST-LOAN> 14989 14510 7447 7110
<INTEREST-INVEST> 3280 2783 1628 1372
<INTEREST-OTHER> 166 211 37 36
<INTEREST-TOTAL> 18435 17504 9112 8518
<INTEREST-DEPOSIT> 7597 7230 3701 3535
<INTEREST-EXPENSE> 8264 8186 4046 540
<INTEREST-INCOME-NET> 10171 9318 5066 4443
<LOAN-LOSSES> 745 742 373 296
<SECURITIES-GAINS> 37 1 30 2
<EXPENSE-OTHER> 6920 6334 3429 3102
<INCOME-PRETAX> 4079 3520 1988 1632
<INCOME-PRE-EXTRAORDINARY> 0 0 0 0
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 2527 2143 1229 992
<EPS-PRIMARY> .98 .83 .98 .38
<EPS-DILUTED> .76 .81 .47 .37
<YIELD-ACTUAL> 0 0 0 0
<LOANS-NON> 0 0 0 0
<LOANS-PAST> 0 0 0 0
<LOANS-TROUBLED> 0 0 0 0
<LOANS-PROBLEM> 0 0 0 0
<ALLOWANCE-OPEN> 0 0 0 0
<CHARGE-OFFS> 0 0 0 0
<RECOVERIES> 0 0 0 0
<ALLOWANCE-CLOSE> 0 0 0 0
<ALLOWANCE-DOMESTIC> 0 0 0 0
<ALLOWANCE-FOREIGN> 0 0 0 0
<ALLOWANCE-UNALLOCATED> 0 0 0 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ANNUAL
REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS 12-mos
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995 DEC-31-1994
<PERIOD-START> JAN-01-1996 JAN-01-1995 JAN-01-1994
<PERIOD-END> DEC-31-1996 DEC-31-1995 DEC-31-1994
<CASH> 10,375 9,290 9,329
<INT-BEARING-DEPOSITS> 0 0 0
<FED-FUNDS-SOLD> 300 3,100 1,100
<TRADING-ASSETS> 0 0 0
<INVESTMENTS-HELD-FOR-SALE> 43,895 39,383 21,918
<INVESTMENTS-CARRYING> 54,392 44,722 60,073
<INVESTMENTS-MARKET> 54,618 45,352 58,377
<LOANS> 348,463 329,087 319,696
<ALLOWANCE> (3,389) (3,380) (3,264)
<TOTAL-ASSETS> 472,908 437,803 423,977
<DEPOSITS> 410,222 369,101 258,876
<SHORT-TERM> 25,536 35,250 34,778
<LIABILITIES-OTHER> 2,348 1,606 2,213
<LONG-TERM> 0 0 0
0 0 0
50 50 51
<COMMON> 2,368 2,339 1,164
<OTHER-SE> 32,384 29,457 26,895
<TOTAL-LIABILITIES-AND-EQUITY> 472,908 437,803 423,977
<INTEREST-LOAN> 29,603 28,127 25,993
<INTEREST-INVEST> 5,838 5,118 4,194
<INTEREST-OTHER> 322 468 452
<INTEREST-TOTAL> 35,763 33,713 30,639
<INTEREST-DEPOSIT> 14,759 13,814 11,557
<INTEREST-EXPENSE> 16,352 15,752 12,521
<INTEREST-INCOME-NET> 19,411 17,961 18,118
<LOAN-LOSSES> 1,334 917 830
<SECURITIES-GAINS> (1,021) 0 (789)
<EXPENSE-OTHER> 13,586 12,650 13,138
<INCOME-PRETAX> 6,226 6,855 5,706
<INCOME-PRE-EXTRAORDINARY> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 3,779 4,151 3,423
<EPS-PRIMARY> 1.43 1.60 1.32
<EPS-DILUTED> 1.41 1.59 1.31
<YIELD-ACTUAL> 0 0 0
<LOANS-NON> 3,288 4,299 3,383
<LOANS-PAST> 345 1,010 813
<LOANS-TROUBLED> 0 0 0
<LOANS-PROBLEM> 0 0 0
<ALLOWANCE-OPEN> 3,380 3,264 2,824
<CHARGE-OFFS> 1,406 940 513
<RECOVERIES> 81 139 123
<ALLOWANCE-CLOSE> 3,389 3,380 3,264
<ALLOWANCE-DOMESTIC> 3,389 3,380 3,264
<ALLOWANCE-FOREIGN> 0 0 0
<ALLOWANCE-UNALLOCATED> 0 0 0
</TABLE>
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Financial Statements and Schedules
December 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Table of Contents
-----------------
Page
----
Independent Auditors' Report 1
Financial statements for the years ended December 31, 1997 and 1996:
Statements of Net Assets Available for Plan Benefits at
December 31, 1997 and 1996, with Fund Information 2-3
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1997 and 1996,
with Fund Information 4-5
Notes to financial statements 6-11
Supplemental schedules as of and for the year ended December 31, 1997:
Item 27a Schedule of Assets Held for Investment Purposes - Income Fund 12
Item 27a Schedule of Assets Held for Investment Purposes - Equity Fund 13
Item 27a Schedule of Assets Held for Investment Purposes - Balanced Fund 14
Item 27a Schedule of Assets Held for Investment Purposes - Common
Stock Fund 15
Item 27a Schedule of Assets Held for Investment Purposes - Employee
Loan Fund 16
Item 27d Schedule of Reportable (5%) Transactions 17
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Pension Plan Trustees of Iroquois Bancorp, Inc.
401(k) Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits, with Fund information of Iroquois Bancorp, Inc. 401(k) Savings Plan as
of December 31, 1997 and 1996, and the related statements of changes in net
assets available for plan benefits, with fund information for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of Iroquois
Bancorp, Inc. 401(k) Savings Plan as of December 31, 1997 and 1996, and the
changes in net assets available for plan benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as listed in
the accompanying index, are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of net assets available for
benefits and the statements of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and fund information have
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG PEAT MARWICK LLP
Syracuse, New York
March 3, 1998
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1997
<TABLE>
<CAPTION>
Common Employee
Income Equity Balanced Stock Loan
Assets Fund Fund Fund Fund Fund Total
------ -------- ------ -------- ----- -------- -----
Investments, at fair value:
<S> <C> <C> <C> <C> <C> <C>
Cash $ -- -- 300 -- -- 300
Money market funds -- 53,448 38,730 17 -- 92,195
U.S. Government securities -- -- 120,881 -- -- 120,881
Corporate bonds 350,206 -- 80,874 -- -- 431,080
Common stocks -- 1,172,424 214,155 2,949,044 -- 4,335,623
Preferred stock 10,600 -- -- -- -- 10,600
Employees' loans -- -- -- -- 186,187 186,187
------- --------- ------- --------- ------- ---------
360,806 1,225,872 454,940 2,949,061 186,187 5,176,866
------- --------- ------- --------- ------- ---------
Receivables:
Accrued interest and
dividends -- 1,955 4,383 19 -- 6,357
Due from employees 5,598 18,538 9,569 4,062 -- 37,767
Due from employer -- -- -- 10,340 -- 10,340
------- --------- ------- --------- ------- ---------
5,598 20,493 13,952 14,421 -- 54,464
------- --------- ------- --------- ------- ---------
Net assets available for plan benefits $366,404 1,246,365 468,892 2,963,482 186,187 5,231,330
======= ========= ======= ========= ======= =========
</TABLE>
See accompanying notes to financial statements.
-2-
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1996
<TABLE>
<CAPTION>
Common Employee
Income Equity Balanced Stock Loan
Assets Fund Fund Fund Fund Fund Total
------ -------- ------- -------- --------- -------- -------
Investments, at fair value:
<S> <C> <C> <C> <C> <C> <C>
Cash $ -- -- 300 -- -- 300
Money market funds 17,863 87,563 55,104 23,428 -- 183,958
U.S. Government securities -- -- 108,836 -- -- 108,836
Corporate bonds 324,457 -- 44,362 -- -- 368,819
Contracts with insurance companies 19,441 -- -- -- -- 19,441
Common stocks -- 841,613 176,856 1,979,140 -- 2,997,609
Preferred stock 10,600 -- -- -- -- 10,600
Employees' loans -- -- -- -- 204,552 204,552
------- ------- ------- --------- ------- ---------
372,361 929,176 385,458 2,002,568 204,552 3,894,115
------- ------- ------- --------- ------- ---------
Receivables:
Accrued interest and
dividends 268 2,098 3,431 55 -- 5,852
Net assets available for plan benefits $372,629 931,274 388,889 2,002,623 204,552 3,899,967
======= ======= ======= ========= ======= =========
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits, with
Fund Information
Year ended December 31, 1997
<TABLE>
<CAPTION>
Common Employee
Income Equity Balanced Stock Loan
Fund Fund Fund Fund Fund Total
--------- -------- ---------- -------- --------- ------
Investment income:
Dividends on Iroquois
Bancorp, Inc. common
<S> <C> <C> <C> <C> <C> <C>
stock $ -- -- -- 41,122 -- 41,122
Interest and dividends 1,000 24,576 19,434 420 14,499 59,929
Net appreciation in fair
value of investments 22,868 206,904 43,832 974,819 -- 1,248,423
------- ------- ------- --------- ------- ---------
23,868 231,480 63,266 1,016,361 14,499 1,349,474
------- ------- ------- --------- ------- ---------
Contributions:
Employees 38,018 149,766 69,876 42,490 -- 300,150
Employer -- -- -- 109,444 -- 109,444
------- ------- ------- --------- ------- ---------
38,018 149,766 69,876 151,934 -- 409,594
------- ------- ------- --------- ------- ---------
Total additions 61,886 381,246 133,142 1,168,295 14,499 1,759,068
------- ------- ------- --------- ------- ---------
Benefits paid to participants 56,560 107,126 40,535 195,134 -- 399,355
Administrative expenses 1,808 13,325 5,791 7,426 -- 28,350
------- ------- ------- --------- ------- ---------
Total deductions 58,368 120,451 46,326 202,560 -- 427,705
------- ------- ------- --------- ------- ---------
Transfers among funds (9,743) 54,296 (6,813) (4,876) (32,864) --
------- ------- ------- --------- ------- -------
Net increase(decrease) (6,225) 315,091 80,003 960,859 (18,365) 1,331,363
Net assets available for plan benefits:
Beginning of year 372,629 931,274 388,889 2,002,623 204,552 3,899,967
------- ------- ------- --------- ------- ---------
End of year $366,404 1,246,365 468,892 2,963,482 186,187 5,231,330
======= ========= ======= ========= ======= =========
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits, with
Fund Information
Year ended December 31, 1996
<TABLE>
<CAPTION>
Common Employee
Income Equity Balanced Stock Loan
Fund Fund Fund Fund Fund Total
--------- -------- ---------- ------- ---------- -------
Investment income:
Dividends on Iroquois
Bancorp, Inc. common
<S> <C> <C> <C> <C> <C> <C>
stock $ -- -- -- 37,765 -- 37,765
Interest and dividends 2,911 21,144 16,383 271 17,713 58,422
Net appreciation in fair
value of investments 23,853 155,362 30,446 459,858 -- 669,519
------- ------- ------- ------- ------ -------
26,764 176,506 46,829 497,894 17,713 765,706
------- ------- ------- ------- ------ -------
Contributions:
Employees 50,543 154,145 64,187 57,020 -- 325,895
Employer -- -- -- 126,309 -- 126,309
------- ------- ------- ------- ------ -------
50,543 154,145 64,187 183,329 -- 452,204
------- ------- ------- ------- ------ -------
Total additions 77,307 330,651 111,016 681,223 17,713 1,217,910
------- ------- ------- ------- ------ ---------
Benefits paid to participants 142,677 158,524 40,900 180,414 -- 522,515
Administrative expenses 2,828 11,353 5,543 7,020 -- 26,744
------- ------- ------- ------- ------ ---------
Total deductions 145,505 169,877 46,443 187,434 -- 549,259
------- ------- ------- ------- ------ ---------
Transfers among funds 4,649 33,453 6,847 (2,677) (42,272) --
------- ------- ------- ------- ------ -------
Net increase(decrease) (63,549) 194,227 71,420 491,112 (24,559) 668,651
Net assets available for plan benefits:
Beginning of year 436,178 737,047 317,469 1,511,511 229,111 3,231,316
------- ------- ------- --------- ------- ---------
End of year $372,629 931,274 388,889 2,002,623 204,552 3,899,967
======= ======= ======= ========= ======= =========
</TABLE>
See accompanying notes to financial statements.
-5-
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Notes to Financial Statements
December 31, 1997
(1) Description of the Plan
The following description of the Iroquois Bancorp, Inc. 401(K) Savings
Plan (Plan) is provided for general informational purposes only.
Participants should refer to the Plan agreement for more complete
information.
General
The Plan is a defined contribution plan sponsored by Iroquois Bancorp,
Inc. (the "Company") for the benefit of its employees and the employees
of its wholly owned subsidiaries, Cayuga Bank and The Homestead Savings
(FA). Employees may elect to participate in the Plan after completion
of 1,000 hours of service in a Plan year and attainment of age 21.
Participants may not be subject to the terms of a collective bargaining
agreement with the Company, or its subsidiaries.
Description of Funds
Participants elect to have their contributions allocated to any
combination of the Plan's funds. The following is a description of the
investment of each fund:
Income Fund - Contracts issued by insurance companies, Series
B preferred stock of the Company, money market and other fixed
income funds, interest- bearing savings accounts, term
accounts and certificates of deposit.
Equity Fund - Common stock, securities convertible into common
stock and money market funds.
Balanced Fund - Common stock, securities convertible into
common stock, bonds, notes, debentures, and money market
funds.
Common Stock Fund - Common stock of the Company and money
market funds or interest-bearing savings accounts.
Contributions
Contributions to the Plan are determined as follows:
(1) Employee contributions are 1% to 10% of the participant's
compensation, as defined, and are subject to IRS limitations
for any Plan year.
(2) Employer matching contributions are equal to 50% of employee
contributions for any Plan year up to 6% of compensation, as
defined. The Company may also contribute to the Plan a
discretionary amount as determined by the Board of Directors.
The Company's contributions to the Plan must be allocated to
the common stock fund, the purpose of which is to acquire
common stock of the Company.
-6-
<PAGE>
2
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Notes to Financial Statements
(1) Description of the Plan (continued)
Participants' Accounts
An account is maintained for each participant. The fair value of each
participant's account is determined as of each valuation date. The
change in the fair value of each participant's account includes the
effect of employer and employee contributions, income collected or
accrued, realized and unrealized appreciation or depreciation of
assets, distributions, withdrawals, expenses, and all other
transactions affecting the assets.
Participants may elect to transfer their interest between funds in
multiples of 10% of either account balance or annual contributions.
Net investment income by fund is allocated to each participant's
account based on the proportion in which the value of each
participant's account bears to the total value of all participants'
accounts.
Participants who have attained age 59 1/2 may withdraw the portion of
their account attributed to employee contributions prior to normal
retirement (age 65).
Forfeitures are applied to the Company's matching and discretionary
contributions as a reduction of those contributions.
As of any valuation date, a participant with a hardship, as defined in
the Internal Revenue Code, may withdraw funds available for hardship
withdrawal.
Participants have the right to borrow from their accounts, amounts not
exceeding 50% of the participant's vested balance and not less than
$1,000. The interest rate charged on employee loans is based on the
prime rate at the time a loan is granted. Loans shall be for a period
of not less than one year and not more than five years. These loans are
subject to terms and conditions as set forth by the plan administrator.
Participant loans are treated as a transfer from the participant
directed accounts into the Loan Fund. Principal and interest payments
on the loans are allocated to the Loan Fund and transferred to the
participant directed accounts based on their current investment
allocations.
Vesting
Cumulative employer contributions and related income become vested at
the rate of 20% per year during the first five years of employment.
After five years of employment, employer contributions vest immediately
to the benefit of the employee. Upon attaining age 65, retirement,
death, full or partial Plan termination, or a change in control of the
Company, as defined, a participant becomes 100% vested in the portion
of their accounts attributable to employer contributions.
Payment of Benefits
Vested benefits are payable in a lump-sum payment.
Participants' Claims Upon Plan Termination
Although it has not expressed any intent to do so, the Company may
terminate the Plan, subject to the provisions of ERISA, at any time. In
the event the Plan is terminated, participants will become fully vested
in their asset accounts and their accounts will be paid to them as
provided by the Plan document.
-7-
<PAGE>
3
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Notes to Financial Statements
(2) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting, adjusted for fair value changes of assets.
Management of the Plan has made estimates and assumptions relating to
the reporting of net assets available for plan benefits to prepare the
financial statements.
Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Marine Midland Bank, N.A. is Custodian and Trustee for the Plan. Clover
Capital Management, Inc. manages the equity and balanced funds and
Marine Midland Bank, N.A. manages the income, common stock and employee
loan funds.
The Plan's investments are stated at fair value. The fair values are
determined as follows:
Stocks and corporate bonds are valued at the closing prices on national
exchanges.
Investments in certificates of deposit, money market funds, savings
accounts and employee loans are stated at cost which approximates fair
value.
Investments in U.S. Government and U.S. Government Agency obligations
are stated at fair value based on quoted market prices.
Investment contracts with insurance companies are stated at the cost of
the underlying contract plus interest earned to date as reported to the
Plan, which approximates fair value.
Security transactions are accounted for on a trade date basis. Realized
gains and losses on securities are derived using the specific
identification method for determining the cost of securities.
Administrative Expenses
All normal expenses of operating and administering the Plan are paid by
the Plan except to the extent paid by the Company.
Federal Income Taxes
The Internal Revenue Service issued its latest determination letter on
November 3, 1993 which stated that the Plan and its underlying trust,
as designed, qualify under the applicable provisions of the Internal
Revenue Code. In the opinion of the plan administrator, the Plan and
its underlying trust have operated within the terms of the Plan and
remain qualified under the applicable provisions of the Internal
Revenue Code.
As long as the Plan continues to be qualified under present federal
income tax laws and regulations, participants will not be taxed on
Company contributions or on investment earnings on such contributions
at the time such contributions and investment earnings are received by
the Trustee, but may be subject to tax thereon at such time as they
receive distributions under the Plan.
-8-
<PAGE>
4
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Notes to Financial Statements
(3) Investments
The following table presents the fair value of investments. Investments
that represent 5 percent or more of the Plan's net assets available for
plan benefits are separately identified.
December 31, 1997
<TABLE>
<CAPTION>
Number of
Shares or
Principal
Amount
---------- --------------------------------------------------------------------
Common Employee
Income Equity Balanced Stock Loan
Fund Fund Fund Fund Fund Total
--------------------------------------------------------------------
Investments at Fair Value
as Determined by Quoted
Market Price:
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. Government securities 111,721 -- -- 120,881 -- -- 120,881
Corporate bonds:
Marine Midland Collective Trust 16,881 350,206 -- -- -- -- 350,206
Other 80,000 -- -- 80,874 -- -- 80,874
Common stocks:
Iroquois Bancorp, Inc. 114,526 -- -- -- 2,949,044 -- 2,949,044
Other 59,291 -- 1,172,424 214,155 -- -- 1,386,579
Preferred stock 106 10,600 -- -- -- -- 10,600
------------------------------------------------------------------
360,806 1,172,424 415,910 2,949,044 -- 4,898,184
------------------------------------------------------------------
Investments valued at cost,
which approximates fair value:
Employee loans -- -- -- -- 186,187 186,187
Cash -- $ -- -- 300 -- -- 300
Money market funds 92,195 -- 53,448 38,730 17 -- 92,195
------------------------------------------------------------------
-- 53,448 39,030 17 186,187 278,682
$360,806 1,225,872 454,940 2,949,061 186,187 5,176,866
======= ========= ======= ========= ======= =========
</TABLE>
-9-
<PAGE>
5
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Notes to Financial Statements
(3) Investments (continued)
December 31, 1996
<TABLE>
<CAPTION>
Number of
Shares or
Principal
Amount
------------ ---------------------------------------------------------------
Common Employee
Income Equity Balanced Stock Loan
Fund Fund Fund Fund Fund Total
---------------------------------------------------------------
Investments at Fair Value
as Determined by Quoted
Market Price:
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. Government securities 103,207 -- -- 108,836 -- -- 108,836
Corporate bonds:
Marine Midland Collective Trust 16,684 324,457 -- -- -- -- 324,457
Other 45,000 -- -- 44,362 -- -- 44,362
Common stocks:
Iroquois Bancorp, Inc. 116,420 -- -- -- 1,979,140 -- 1,979,140
Other 46,106 -- 841,613 176,856 -- -- 1,018,469
Preferred stock 106 10,600 -- -- -- -- 10,600
---------------------------------------------------------------
335,057 841,613 330,054 1,979,140 -- 3,485,864
Investments valued at cost
plus interest earned which
approximates fair value:
Fixed rate interest contracts
(6.64% maturing December 31, 1996) 19,441 19,441 -- -- -- -- 19,441
Investments valued at cost,
which approximates fair value:
Employee loans -- -- -- -- 204,552 204,552
Cash -- $ -- -- 300 -- -- 300
Money market funds 183,958 17,863 87,563 55,104 23,428 -- 183,958
---------------------------------------------------------------
17,863 87,563 55,404 23,428 204,552 388,810
$372,361 929,176 385,458 2,002,568 204,552 3,894,115
===============================================================
</TABLE>
-10-
<PAGE>
6
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Notes to Financial Statements
(3) Investments (continued)
The Plan's investments (including investments bought, sold, and held during the
year) appreciated in value by $1,248,423 and $669,519 during 1997 and 1996,
respectively, as follows:
Year ended December 31, 1997
<TABLE>
<CAPTION>
Common Employee
Income Equity Balanced Stock Loan
Fund Fund Fund Fund Fund Total
--------- -------- --------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
U.S. Government securities $ -- -- 3,215 -- -- 3,215
Corporate bonds 22,868 -- 1,349 -- -- 24,217
Common stock -- 206,904 39,268 974,819 -- 1,220,991
----------------------------------------------------------------
$ 22,868 206,904 43,832 974,819 -- 1,248,423
=================================================================
<CAPTION>
Year ended December 31, 1996
Common Employee
Income Equity Balanced Stock Loan
Fund Fund Fund Fund Fund Total
--------- -------- --------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
U.S. Government securities $ -- -- (2,325) -- -- (2,325)
Corporate bonds 23,853 -- (635) -- -- 23,218
Common stock -- 155,362 33,406 459,858 -- 648,626
---------------------------------------------------------------
$ 23,853 155,362 30,446 459,858 -- 669,519
================================================================
</TABLE>
-11-
<PAGE>
Schedule 1
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes -
Income Fund
December 31, 1997
<TABLE>
<CAPTION>
Number
of Shares
or Par Value Description Cost Fair Value
- ------------ ----------- ---- ----------
Corporate Bonds
---------------
<S> <C> <C> <C>
16,881 * Marine Midland Collective Trust
Managed Guaranteed Investment Contract $296,210 $350,206
------- -------
Preferred Stock
106 * Iroquois Bancorp, Inc. - Series B 10,600 10,600
------ ------
$306,810 $360,806
------- -------
* Party in interest
</TABLE>
-12-
<PAGE>
Schedule 2
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes -
Equity Fund
December 31, 1997
Number
of Shares
or Par Value Description Cost Fair Value
- ------------ ----------- ---- ----------
Money Market Funds
------------------
53,448 Provident Institutional Funds $ 53,448 $ 53,448
------- -------
Common Stocks
-------------
3,800 Agrium Inc. 43,029 46,314
450 Arco Chem Co. 21,339 20,925
684 Ascent Entmt Group Inc. 5,863 7,097
750 Avnet Inc. 36,458 49,500
750 BCE Inc. 21,789 24,985
700 California Microwave Inc. 18,638 13,562
1,100 Canadian Natl Ry Co. 26,206 51,975
729 Chateau Cmntgs Inc. 15,951 22,964
3,300 Comcast Corp. Cl A 61,087 104,158
2,000 Comcast UK Cable Partners LTD Cl A 20,000 18,876
1,400 Comsat Corp. Ser 1 31,318 33,950
400 Crown Cork & Seal Inc. 22,295 20,050
500 Dow Jones & Co. Inc. 20,577 26,844
1,400 Echlin Inc. 45,565 50,663
3,000 Frontier Corp. 62,108 72,000
800 Harmon Intl Inds Inc. New 32,248 34,200
400 King World Productions Inc. 13,922 23,100
1,600 Komag Inc. 29,454 23,800
2,000 Kroger Co. 25,993 73,500
1,500 Mapics Inc. 12,691 16,313
750 Marcam Solutions Inc. 4,231 5,437
720 Meditrust 13,349 26,370
3,425 Medpartners Inc. New 57,353 76,634
700 Morton Intl Inc. Ind New 21,890 24,063
800 Occidental Pet. Corp. 20,452 23,450
1,300 Pall Corp. 33,228 26,894
600 Policy Mgmt Sys Corp. 18,291 41,738
1,000 RJR Nabisco Holdings Corp. New 33,362 37,500
900 Storage Tr Rlty Sh Ben Int 18,225 23,682
1,400 Sungard Data Sys Inc. 29,423 43,225
700 Ucar Intl Inc. 26,316 27,957
1,800 Union Tex Pete Holdings Inc. 34,065 37,463
6,500 United Biscuits Group 31,882 23,959
1,200 Wheelabrator Technologies Inc. 18,660 19,276
------- -------
927,258 1,172,424
------- ---------
$980,706 $1,225,872
======== ==========
-13-
<PAGE>
Schedule 3
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes -
Balanced Fund
December 31, 1997
<TABLE>
<CAPTION>
Number
of Shares
or Par Value Description Cost Fair Value
- ------------ ----------- ---- ----------
<C> <S> <C> <C>
-- Cash $ 300 $ 300
---- ------ ------
Money Market Funds
------------------
38,730 Provident Institutional Funds 38,730 38,730
------ ------
U.S. Government Securities
--------------------------
10,000 U.S. Treasury Note 9.25% 8/15/98 10,103 10,217
20,000 U.S. Treasury Note 5.50% 4/15/00 19,954 19,919
10,000 U.S. Treasury Note 7.25% 8/15/04 10,483 10,808
15,000 U.S. Treasury Note 7.50% 2/15/05 15,293 16,486
10,000 U.S. Treasury Note 9.375% 2/15/06 10,557 12,295
25,000 U.S. Treasury Note 7.50% 11/15/16 26,109 29,180
15,000 FNMA Med Term Notes 6.48% 2/18/04 14,833 14,915
6,721 GNMA Gtd Pass thru Ctf Pool #212177 6,967 7,061
------- -------
114,299 120,881
Corporate Bonds
---------------
10,000 Abbott Labs NT 5.60% 10/01/03 9,323 9,754
15,000 Canandaigua Wine Inc. SR NT 8.75% 12/15/03 14,606 15,113
15,000 Meditrust NT 7.00% 8/15/07 14,854 15,214
15,000 Private Export Fdg Corp Secd NT
6.62% 10/01/05 15,578 15,518
15,000 Tenet Healthcare Corp SR NT 8.00% 1/15/05 15,081 15,263
10,000 Zeneca Wilmington Inc. GTD NT 6.30% 6/15/03 9,650 10,012
------- -------
79,092 80,874
Common Stocks
-------------
900 Agrium Inc. 10,191 10,969
195 Ascent Entmt Group Inc. 1,672 2,023
200 Avnet Inc. 9,722 13,200
300 California Microwave Inc. 7,987 5,813
312 Chateau Comntys Inc. 6,602 9,828
700 Comcast Corp. Cl A 13,194 22,094
400 Comsat Corp. Ser 1 8,948 9,700
300 Echlin Inc. 9,380 10,856
700 Frontier Corp. 13,629 16,800
200 Harman Intl Inds Inc. New 8,062 8,550
200 King World Productions Inc. 6,930 11,550
500 Komag Inc. 9,188 7,438
600 Kroger Co. 7,798 22,050
726 Medpartners Inc. New 11,436 16,244
400 Pall Corp. 10,224 8,275
300 RJR Nabisco Hldgs Corp. New 10,009 11,250
300 Storage Tr Rlty Sh Ben Int 6,590 7,894
500 Union Tex Pete Hldgs Inc. 9,461 10,406
2,500 United Biscuits Group 11,307 9,215
------- -------
172,330 214,155
------- -------
$404,751 $454,940
======== ========
</TABLE>
-14-
<PAGE>
Schedule 4
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes -
Common Stock Fund
December 31, 1997
<TABLE>
<CAPTION>
Number
of Shares Description Cost Fair Value
- --------- ----------- ---- ----------
<C> <S> <C> <C>
Money Market Funds
------------------
17 * Marine Midland Collective Trust $ 17 $ 17
Short Term Investment Fund
Common Stocks
-------------
114,526 * Iroquois Bancorp, Inc. 1,239,950 2,949,044
--------- ---------
$1,239,967 $2,949,061
========== ==========
* Party In Interest
</TABLE>
-15-
<PAGE>
Schedule 5
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes -
Employee Loan Fund
December 31, 1997
Par
Value Description Cost Fair Value
- ------- ----------- ---- ----------
Employees' Loans
----------------
186,187 Loans to Employees at various rates $186,187 $186,187
======== ========
ranging from 6.0% to 9.0% with
maturities ranging from 2 years to
5 years
-16-
<PAGE>
<TABLE>
<CAPTION>
Schedule 6
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Item 27d - Schedule of Reportable (5%) Transactions
Year ended December 31, 1997
Value of
Asset on
Purchase Selling Expenses Transaction
Date Party/Description Price Price Incurred Cost Date Net Gain
- ---- ----------------- -------- ------- -------- ---- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Various Marine Midland Bank
Collective Trust
Short Term Investment Fund
Directed 592,685 -- -- 592,685 592,685 --
Various Marine Midland Bank
Collective Trust
Short Term Investment Fund
Directed -- 633,963 -- 633,963 633,963 --
Various Iroquois Bancorp, Inc.
Common Stock 288,452 -- -- 288,452 288,452 --
Various Iroquois Bancorp, Inc.
Common Stock -- 236,490 -- 112,718 112,718 123,772
Various Marine Midland Bank
Provident Institutional Funds 771,113 -- -- 771,113 771,113 --
Various Marine Midland Bank
Provident Institutional Funds -- 821,601 -- 821,601 821,601 --
</TABLE>
-17-
