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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, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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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)
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. [X]
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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 29, 2000 was
$24,501,992 based upon the closing sale price of $14.75 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 29,
2000 was 2,306,880.
Documents Incorporated by Reference
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Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1999 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 27, 2000 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, including without limitation, those contained in
Management's Discussion and Analysis which 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. 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. The Company also provides insurance agency services,
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 7 through 24 of the Company's Annual Report to
Shareholders for the fiscal year ended December 31, 1999 (the "1999 Annual
Report to Shareholders"), incorporated herein by reference to Exhibit (13)
hereto.
Market Area
The Company's market area primarily covers the Central New York counties of
Cayuga, Oswego and Oneida. Cayuga and Oswego counties are part of the Syracuse
MSA, which also includes Onondaga and Madison counties. Oneida County is part
of the Utica MSA, which also includes Herkimer County. The Company's residential
mortgage lending extends to Monroe County, part of the Rochester MSA, and parts
of Seneca and Onondaga counties through a broker network, as well as to Old
Forge and Lake Placid, NY, through loan production offices.
A recent estimate by the U.S. Census Bureau shows the Cayuga County population
declined by 1.3% or 1,049 people between 1990 and 1998. Oneida County led the
state in population decline from 1990 to 1998 with 8.1%, or 20,208 people
leaving the county. Oswego County showed a modest gain of 1.8% or 2,221 people.
The Syracuse MSA declined by 1.0%, or 7,597 people during the same period.
The percentage of population over age 60 increased by 3% for Cayuga County,
and 6% for both Oswego and Oneida counties from the period 1980 to 1990. Nearly
one-third of the total population in these counties exceeds 60 years of age.
These statistics seem to follow a national trend of people living longer. The
Company intends to focus on this market segment with products and services
designed to
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accommodate an older population. These include relationship accounts, trust and
investment services, and products for meeting housing needs of the elderly
through innovative mortgage programs.
In 1999, the Central New York economy slowed. Total nonagricultural
employment in the Syracuse MSA increased just 0.6%, compared to a national
average of 2.4%. Service sector jobs grew the most, adding 1,200. Government
was second increasing by 800 jobs. Manufacturing lost 200 jobs after good gains
in 1998. Most other industry groupings showed little growth or small declines.
The unemployment rate for the Syracuse MSA was 4.3% for December 1999 up from
3.6% a year earlier. The unemployment rate for New York State for December 1999
was 4.5% while the national rate was 4.1%. The December year over year
unemployment rate for Cayuga County increased from 5.2% in 1998 to 5.4% in 1999.
Oneida County remained at 3.8% while Oswego County increased from 5.6% to 6.9%
The unemployment rate for the Rochester MSA increased from 3.6% to 4.0%, and the
Utica MSA increased from 4.1% to 4.2%.
The Central New York housing market remained strong during 1999. Sales in the
Syracuse MSA were 15.5% higher than 1998 while the median sales price increased
8.1%. Nationally, sales were up 5.9% with an increase in the median sales price
of 3.6%. The backlog of unsold homes continued to decline in the Company's
primary market areas. The Rochester area housing market also remained strong
during 1999. Home sales in most areas slowed with the rise in interest rates
through the fourth quarter of the year.
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 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. It is expected that
competition will intensify with financial modernization, the redeployment of
technology dollars from Y2K concerns to new product and delivery technologies,
and investor expectations for growth.
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 the needs of its retail and commercial customers. The
Subsidiaries also utilize personal sales calls, convenient hours and locations,
and relationship-based products and services to enhance customer retention and
loyalty.
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. As merger and acquisition activity has reduced the
number of bank competitors, community banks from contiguous areas are entering
the primary market areas of the subsidiaries with denovo branch banking offices.
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Statistical Disclosure by Bank Holding Companies
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
1999 Annual Report to Shareholders in Management's Discussion and Analysis
on page 9 in Table 1 - Net Interest Income Analysis, and on page 10 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 1999 Annual Report to Shareholders in Management's Discussion
and Analysis on page 17 in Table 6 - Securities and on page 18 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 1999 Annual Report to Shareholders in Management's
Discussion and Analysis on page 12 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 1999 Annual Report to Shareholders in Management's
Discussion and Analysis on page 13 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 1999 Annual Report to Shareholders in
Management's Discussion and Analysis on page 16 in Table 5 -
Summary of Nonperforming 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 1999 Annual Report to Shareholders in
Management's Discussion and Analysis on pages 16 and 17, in the
discussion under the caption Nonperforming Assets, which
discussion is incorporated herein by reference.
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3. Foreign Outstandings
The Company does not make loans to foreign companies and, at
December 31, 1999, 1998 and 1997, there were no foreign loans
outstanding.
4. Loan Concentrations
Information required by this section of Guide 3 is presented in
the Registrant's 1999 Annual Report to Shareholders on page 44 in
note (16) of the Notes to Consolidated Financial Statements
relating to Commitments and Contingencies, which note (16) 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 1999 Annual Report to Shareholders in Management's
Discussion and Analysis on page 15 in Table 4 - Allowance for Loan
Losses, in the discussion on pages 14 to 16 under the caption
Allowance for Loan Losses and in the discussion on pages 16 and 17
under the caption Nonperforming 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 1999 Annual Report to Shareholders in Management's
Discussion and Analysis on page 15 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 1999 Annual Report to Shareholders in Management's Discussion
and Analysis on page 9 in Table 1 - Net Interest Income Analysis, on page
19 in Table 8 - Deposits and on page 19 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 1999 Annual Report to Shareholders on page 6 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 1999 Annual Report to Shareholders on pages 37 and 38 in note
(7) of the Notes to Consolidated Financial
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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, 1999 and 1998 and in the discussion therein under the caption
Borrowings, which tabular information and discussions are incorporated
herein by reference.
Employees
At December 31, 1999, the Company and its Subsidiaries had 171 full-time and
30 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 the member 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 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 its 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 $0.012 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
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to $100,000 per depositor. The FDIC has the power to terminate insured status or
to suspend it temporarily under special conditions.
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%, for strong bank holding companies and those that have
implemented a risk-based capital measurement that includes market risk factors.
All other holding companies must have a minimum 4% Tier 1 leverage ratio, and an
even higher ratio may be imposed on weaker organizations. At December 31, 1999,
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 and a Tier 1 risk-based
capital ratio of 6% or greater, 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. The extent to and terms on which full interstate
branching and certain other actions authorized under the Riegle-Neal Act are
implemented will depend on the actions of entities other than the Company and
its member banks, including the legislatures of the various states. Further
developments by state and federal authorities, including legislation, with
respect to matters covered by the Riegle-Neal Act reasonably can be anticipated
to occur in the future.
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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 any application
for mergers or 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.
On November 12, 1999, the Gramm-Leach-Bliley Act, (the "GLB Act") of 1999 was
signed into law. The GLB Act represents a sweeping reform of financial services
regulation and permits the creation of new financial services holding companies
that can offer a full range of financial products pursuant to regulatory reform
based on functional regulation financial services. The legislation eliminates
the legal barrier to affiliations among banks and securities firms, insurance
companies, and other financial service companies and provides financial
organizations with flexibility in structuring these new affiliations while
preserving appropriate safeguards through regulation.
Under the GLB Act, the Federal Reserve Board remains the primary supervisor
for holding companies and implements a system of functional regulation intended
to utilize the strengths of various federal and state regulators. A key feature
of the GLB Act is the establishment of a minimum federal standard for financial
privacy pursuant to which all financial institutions must maintain a written
privacy policy that is disclosed to all customers at the time a customer
relationship is established and not less than annually to all customers of the
institution. The GLB Act provides for regulation of bank securities activities,
eliminating the blanket exemption previously granted to banks from the
definition of "broker" and imposes, instead, limited exemptions to enable banks
to continue to perform some of the traditional bank securities activities
without registration as a broker. The Act also amends federal securities laws
to include banks within the general definition of dealer and eliminates the
exclusion of banks from the definition of investment advisor.
Because the legislation is so very new and the changes are radical, the
Company cannot yet determine how it will be affected by the GLB Act. To date,
the Company's bank subsidiaries have adopted a financial privacy policy for
disclosure to their customers and the Company is considering whether it would be
advantageous to implement any new products or services and whether any corporate
restructuring for financial services activities of its subsidiaries will be
appropriate.
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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 one office in Utica, one office in New Hartford, one office in
Waterville, and one office in Clinton, that are all owned and utilized as
banking offices by Homestead Savings. The Company is presently constructing a
banking office in Rome, New York for use by Homestead Savings. Until its
completion, the Company is also leasing banking office space in the Mohawk Acre
Shopping Plaza in Rome, New York. All of these properties are in generally good
condition and appropriate for their intended use.
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 57 President and Chief Executive Officer
Robert B. Bantle 48 Senior Vice President
Marianne R. O'Connor 45 Treasurer and Chief Financial Officer
W. Anthony Shay, Jr. 57 Vice President
</TABLE>
All of the foregoing executive officers except Mr. Bantle were
elected by the Company's board of directors at its first board meeting in
January for the fiscal year. Mr. Bantle, who was hired in June 1999, was elected
by the Company's board of directors at its July meeting. Each such executive
officer 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.
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Robert B. Bantle, Senior Vice President, joined Cayuga Bank in June 1999.
From 1992 until that time, he was Senior Vice President - Community Banking for
First National Bank of Rochester. Prior to joining First National, he served for
three years with Central Trust Company of Rochester as Senior Vice President -
Human Resources & Quality and for fifteen years with Fleet Bank and its
predecessors in human resources, retail banking, and strategic planning.
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.
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 47 of the Company's 1999
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 6
of the Company's 1999 Annual Report to Shareholders, incorporated herein by
reference to Exhibit (13) hereto.
Item 7. Management's Discussion and Analysis of Financial Condition and
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Results of Operations
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Reference is made to Management's Discussion and Analysis in the
Company's 1999 Annual Report to Shareholders on pages 7 through 24 thereof,
incorporated herein by reference to Exhibit (13) hereto.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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Reference is made to the discussion under the caption Market Risk and
Interest Rate Risk Management on pages 21 through 23 and to Table 10 - Net
Portfolio Value Analysis on page 22 and Table 11 - Interest Rate Sensitivity
Table on page 23 of Management's Discussion and Analysis in the Company's 1999
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 1999 Annual
Report to Shareholders on pages 26 through 46 thereof, along with the Unaudited
Summarized Quarterly Financial Information on page 47 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
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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 4 and 5 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 27, 2000 (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 4 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 7 through 14 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 and 3 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 15 of the Company's Proxy Statement, incorporated herein by
reference.
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<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- -------- ----------------------------------------------------------------
(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 1999 Annual Report to Shareholders annexed
hereto as Exhibit (13):
Report of Independent Auditors.
Consolidated Balance Sheets as of December 31, 1999 and
1998.
Consolidated Statements of Income for each of the years in
the three-year period ended December 31, 1999.
Consolidated Statements of Cash Flows for each of the years
in the three-year period ended December 31, 1999.
Consolidated Statements of Shareholders' Equity and
Comprehensive Income for each of the years in the three-year
period ended December 31, 1999.
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
------ -----------
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).
14
<PAGE>
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 Robert B. Bantle, incorporated by
reference to Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999, filed with the Commission
on August 12, 1999, wherein such exhibit is designated
10(L).
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(E).
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.
15
<PAGE>
10(G) Amended & Restated 1996 Stock Option Plan, incorporated by
reference to Registrant's Amendment No. 1 to Registration
Statement on Form S-8 (No.333-10063), filed with the
Commission on February 2, 2000, 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. Annual Management
Incentive Plan, incorporated by reference to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed with the Commission on March 26,
1999, wherein such exhibit is designated Exhibit 10(I).
10(J) Incentive and Advance Agreement with Robert B. Bantle,
incorporated by reference to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999, filed with
the Commission on August 12, 1999, wherein such exhibit is
designated 10(M).
************
13 Annual Report to Shareholders for Fiscal Year Ended December
31, 1999.
21 List of Subsidiaries.
23(A) Consent of KPMG LLP with respect to the Annual Report on
Form 10-K for the fiscal year ended December 31, 1999.
23(B) Consent of The Fagliarone Group P.C. with respect to
Exhibit 99 of the Annual Report on Form 10-K for the fiscal
year ended December 31, 1999.
24 Power of Attorney, included with the Signature Page of this
Annual Report on Form 10-K.
27 Financial Data Schedule
99 Iroquois Bancorp, Inc. 401(k) Savings Plan Financial
Statements and Schedules for the fiscal years ended December
31, 1999 and 1998, together with Independent Auditors'
Report Thereon of The Fagliarone Group P.C. for the years
ended December 31, 1999 and 1998.
16
<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 9, 2000.
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:
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/Richard D. Callahan President and Chief March 9, 2000
- ----------------------------------- Executive Officer,
Richard D. Callahan Vice Chairman of the Board
/s/Joseph P. Ganey Chairman of the Board March 10, 2000
- -----------------------------------
Joseph P. Ganey
/s/Marianne R. O'Connor Treasurer and Chief March 9, 2000
- ----------------------------------- Financial Officer
Marianne R. O'Connor
</TABLE>
17
<PAGE>
<TABLE>
<S> <C> <C>
/s/Brian D. Baird Director March 10, 2000
----------------------------------
Brian D. Baird
/s/John Bisgrove, Jr. Director March 10, 2000
---------------------------------
John Bisgrove, Jr.
/s/Peter J. Emerson Director March 10, 2000
---------------------------------
Peter J. Emerson
/s/Arthur A. Karpinski Director March 10, 2000
---------------------------------
Arthur A. Karpinski
/s/Henry D. Morehouse Director March 10, 2000
---------------------------------
Henry D. Morehouse
/s/Edward D. Peterson Director March 10, 2000
---------------------------------
Edward D. Peterson
/s/Lewis E. Springer, II Director March 10, 2000
---------------------------------
Lewis E. Springer, II
</TABLE>
18
<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 reference 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 Robert B. Bantle, incorporated by
reference to Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, filed with the Commission on August
12, 1999, wherein such exhibit is designated 10(L).
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(E).
19
<PAGE>
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) Amended and Restated 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. Annual Management Incentive
Plan, incorporated by reference to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998, filed with
the Commission on March 26, 1999, wherein such exhibit is
designated Exhibit 10(I).
10(J) Incentive and Advance Agreement with Robert B. Bantle,
incorporated by reference to Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999, filed with the
Commission on August 12, 1999, wherein such exhibit is designated
10(M).
************
13 Annual Report to Shareholders for Fiscal Year Ended December 31,
1999.
21 List of Subsidiaries.
23 (A) Consent of KPMG LLP with respect to the Annual Report on Form
10-K for the Fiscal Year Ended December 31, 1999.
20
<PAGE>
23(B) Consent of The Fagliarone Group P.C. with respect to Exhibit
99 of the Annual Report on Form 10-K for the Fiscal Year Ended
December 31, 1999.
24 Power of Attorney, included with the Signature Page of this
Annual Report on Form 10-K.
27 Financial Data Schedule
99 Iroquois Bancorp, Inc. 401(K) Savings Plan Financial Statements
and Schedules for the Fiscal Years Ended December 31, 1999 and
1998, together with Independent Auditors' Report Thereon of The
Fagliarone Group P.C. for the years ended December 31, 1999 and
1998.
21
<PAGE>
[LOGO OF IROQUOIS BANCORP]
Setting a Course for Growth
1999 IROQUOIS BANCORP, INC. ANNUAL REPORT
<PAGE>
Contents
Financial Highlights
A Message to Our
Shareholders
1
The Iroquois
Franchise and
Philosophy
4
Selected Consolidated
Financial Data
6
Management's
Discussion and
Analysis 7
Consolidated
Financial
Statements
25
Report of
Management
26
Report of Independent
Auditors
26
Quarterly Information
47
Directors and Officers
48
Corporate Data
48
<PAGE>
Iroquois Bancorp, Inc., a community banking company in upstate New York, is
committed to enhancing shareholder value by focusing on profitably serving the
financial needs and long-term banking relationships of individuals, families and
businesses in the communities we serve.
- --------------------------------------------------------------------------------
Iroquois Bancorp is a $595 million bank holding company for two financial
institutions located in upstate New York: Cayuga Bank and The Homestead Savings
(FA). Through its two banks, Iroquois provides financial services to consumers
and businesses in ten central New York State communities, primarily located in
Cayuga, Oswego, and Oneida counties. The Banks provide a broad range of
financial products and services, including deposit accounts, residential
mortgage loans, consumer and commercial loans, insurance brokerage, investment
brokerage, trust services and safe deposit facilities.
Iroquois is headquartered in Auburn, New York, the largest city and business
center of Cayuga County. The Company's 202 employees serve over 39,000 customers
through 14 offices located throughout its market areas.
<PAGE>
================================================================================
ASSETS
- --------------------------------------------------------------------------------
($ in millions)
95 96 97 98 99
----- ----- ----- ----- -----
437.8 472.9 509.8 547.4 595.1
================================================================================
EARNINGS PER SHARE
- --------------------------------------------------------------------------------
($)
95 96 97 98 99
----- ----- ----- ----- -----
1.59 1.41 1.85 1.92 1.96
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
(dollars in thousands,
except share data) 1999 1998 1997
- --------------------------------------------------------------------------------
For the Year:
Net interest income $ 20,124 20,185 20,305
Provision for loan losses 1,509 1,470 1,520
Noninterest income 3,649 3,717 3,227
Noninterest expense 15,321 14,879 14,121
Net income 4,701 4,842 4,897
Net income applicable to common shares 4,701 4,655 4,456
Per Common Share:
Net income - basic $ 1.97 1.96 1.89
Net income - diluted 1.96 1.92 1.85
Cash dividends declared .44 .40 .36
Book value at year end 17.00 16.11 14.42
Closing market price 14.75 21.00 25.75
Ratios:
Net interest margin 3.71% 4.01 4.37
Return on average assets .81 .92 1.00
Return on average total equity 12.07 12.82 13.54
Return on average common equity 12.07 13.05 14.24
Equity as a percent of average assets 6.72 7.14 7.39
Dividend payout ratio 22.34 20.41 19.05
At Year End:
Assets $595,126 547,420 509,778
Loans,net 432,860 400,277 369,984
Borrowings 92,487 61,591 50,164
Deposits 461,115 443,239 417,011
Shareholders'equity 38,885 38,342 39,029
Number of:
Common shares outstanding 2,306,880 2,409,980 2,388,936
Common shareholders of record 1,240 1,302 1,365
Employees (full time equivalent) 186 195 200
Banking offices (full service) 11 11 11
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
A Message To Our Shareholders
IN 1999, WE MADE EXCELLENT PROGRESS IN IROQUOIS BANCORP'S TRANSITION FROM A
TRADITIONAL THRIFT TO A FULL SERVICE COMMUNITY BANK, PRODUCING RECORD EARNINGS
AND SETTING A SOUND COURSE FOR NEW GROWTH.
Highlights of Iroquois Bancorp's 1999 financial performance include:
. Diluted earnings per share increased 2.1% to a record $1.96 in 1999, while
net income attributable to common shareholders increased to a record
$4,701,000.
. Growth in noninterest income, excluding gains on sales of securities,
continued resulting in a 3.3% increase to a record $3.6 million, largely due
to growth from deposit fees and new trust business.
. Return on equity was 12.07%, marking our seventh consecutive year of
double-digit returns on shareholders'equity.
. Book value per common share increased by 5.5% to $17.00.
. Iroquois Bancorp's assets grew 8.7% in 1999 to $595 million. Loans grew 8.1%
to $433 million and deposits increased by 4.0% to $461 million.
. Quarterly cash dividend increased by 20% in the third quarter to $.12 per
common share, representing an annualized yield of 3.2% based on the closing
price of Iroquois common shares on December 31, 1999.
. In the fourth quarter, we completed a 5% share repurchase program. The
associated reduction in outstanding shares should enhance future earnings
per share and return on equity.
Behind Iroquois Bancorp's solid financial performance in 1999 were a number of
business highlights, many of which also further advanced our transition to a
full service community banking organization.
. We relocated our South Utica Homestead Savings branch office to a new
facility in New Hartford with higher visibility and much greater customer
sales and service potential. We also relocated the Rome Homestead Office to
temporary quarters on Black River Boulevard, awaiting the completion of a
new state of the art office nearby.
. We continued to improve asset quality with significant reductions in
nonperforming loans and delinquency levels that are at their lowest levels
in years.
. We successfully introduced several new home equity loan products which
contributed to robust loan growth in 1999.
. We increased trust accounts by $20 million, or 44%, enhancing the base of
our trust business which remains a key focus of growth for Iroquois.
. We increased average municipal deposits by 29%, further increasing our base
of large, local deposits and our ability to fund local loan growth with
local deposits.
. We enhanced our commercial banking product line with the introduction of
competitive cash management and commercial sweep accounts.
Richard D.Callahan
Vice Chairman, President and Chief Executive Officer
1
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
A Message To Our Shareholders
. We successfully prepared Iroquois systems for the Y2K transition, and as a
result the event passed without significant impact on either our business or
our customers.
. We strengthened Iroquois' management team with some key appointments in
1999:
. Bob Bantle, Senior Vice President of Human Resources, Marketing, and
Strategic Planning joined Iroquois in May, bringing 25 years of human
resources, retail banking, marketing, and planning experience. Bob adds
significant value to our stepped-up marketing and growth initiatives.
. Larry Vertucci joined Iroquois in June as Senior Vice President and
Chief Credit Officer at Cayuga Bank. Larry comes to us with an
impressive commercial banking background, having extensive experience in
all key areas of Iroquois' business strategy. His responsibilities
include commercial and personal relationship management and business
development. He will also oversee the Trust & Investment Services
Division.
SETTING A COURSE FOR GROWTH
Our growth strategy focuses on community banking and is grounded in fully
understanding our customers and markets. While the financial services
marketplace has and will continue to change, customers within our markets still
place a high value on personal service, locally based management and our active
presence and involvement in the communities we serve. In the smaller
communities, where our business is primarily concentrated,our status as a
community oriented bank continues to provide us with a significant competitive
advantage over the large regional banks, even those with a longtime presence.
We have maintained this advantage by keeping pace with both our markets and our
competitors. Our product and service offerings have been successful in meeting
the changing and increasing needs of most customers in our markets. Going
forward, the thrust of our growth strategy will be to increase the profitability
of our franchise by strengthening customer relationships, with three major
components setting our course for growth:
Mining and Expanding the Iroquois Franchise
Revenue growth to come from increasing the market presence and reach of the
Iroquois franchise through several initiatives. Our tactical strategy for mining
and expanding our franchise includes:
. Continued expansion of competitive product and service offerings.
. Internal growth through increased marketing and business development in
existing and contiguous markets.
. Deposit growth from checking, commercial, and municipal deposits that
contribute to lower funding costs while providing opportunities for expanded
banking relationships.
. Loan growth from shorter term home equity and other consumer and commercial
loans that enhance margins and reduce interest rate sensitivity.
. Continued growth of our Trust & Investment Services Division, which
contributes to higher noninterest income and capitalizes on increasing
market and customer demand.
. Increased use of database technology and referral programs to strengthen
current customer relationships and gain new customers.
2
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
A Message To Our Shareholders
. A stronger commitment to superior customer service by extending local
authority to branch managers, upgrading our branch network and adhering to
service quality standards that far exceed competitive standards.
Increasing Productivity
Enhanced control of operating expenses and improved efficiency ratios to be
achieved through appropriate investments in technology, the identification and
adoption of best practices, and efficient,centralized back office operations.
Our tactical strategy for increasing productivity includes:
. Keeping technology current with the market to further reduce costs while
providing improved customer support service and more front line staff time
to advise and serve customers.
. Using information gained from 1999 benchmarking studies to identify "best
practices" and potential opportunities for expense reduction and
productivity improvements in 2000.
. Continuing to enhance the efficiency of centralized back office operations.
Managing Capital
Iroquois' returns and profitability to be increased by employing capital
prudently to grow our business and enhance shareholder value. Our tactical
strategy for managing capital includes:
. Exploring acquisition or partnering opportunities that will extend our
products and services and market share and meet our criteria for
profitability and strategic fit.
. Evaluating opportunities for internal growth and consideration of further
investments to support de novo growth of our branch network and related
financial services business.
. Considering additional share repurchases and dividend increases to enhance
shareholder returns.
Iroquois Bancorp begins the year 2000 as a financially solid, consistently
profitable financial institution with a strong competitive position in our
markets. In setting our course for growth as a community banking franchise, we
are positioning Iroquois to be a more profitable and competitive, full-service
financial institution while keeping the strength and focus on consumers provided
by our heritage as a community oriented institution.
Enhancing shareholder value remains the primary focus for Iroquois management
and the Board of Directors. We believe that the fundamentals and prospects of
Iroquois are solid,and that the real value of our business is not fully
reflected in the recent market valuation. However, both banking and small
capitalization stocks have been out of market favor for the last two years,and
it is difficult to predict when market sentiment will turn. In the meantime, we
will continue to do our best to deliver solid results, maintain financial
strength, and effectively execute our growth strategy, while more actively
communicating our story to the investment community.
The continued support and confidence of all our constituencies - shareholders,
customers, staff, and the communities we serve - is valued and appreciated.
/s/ Richard D. Callahan
Richard D. Callahan
Vice Chairman, President
and Chief Executive Officer
3
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
The Iroquois Franchise and Philosophy
- ----------------------------------
The Iroquois Franchise
10 Central New York communities
Largest bank based in
Cayuga County
30,639 households
14 offices
$461 million in deposits
47.11% deposit market share
Cayuga County
3.44% deposit market share
Oneida County
Largest mortgage lender in
Cayuga County
5th largest mortgage lender in
Oneida County
$433 million loan portfolio
- ----------------------------------
CAYUGA BANK AND THE HOMESTEAD SAVINGS ARE BOTH COMMUNITY BANKING INSTITUTIONS
WITH A STRONG CUSTOMER SERVICE FOCUS, PROVIDING HIGH-TOUCH SERVICE DELIVERY THAT
SECURES THEIR COMPETITIVE DIFFERENTIATION IN THEIR RESPECTIVE MARKETS.
The primary markets served by both Iroquois banks are towns and small cities in
central New York with populations ranging from 1,500 to 60,000. Our markets are
typically stable and lower growth communities where residents continue to place
a high value on loyalty and personal service. In a very real sense, the market
demographics of our communities contribute significantly to our ability to
compete and build our franchise.
Our competition with a physical market presence, "bricks and mortar" financial
institutions, consists primarily of larger regional or super-regional commercial
banks and some smaller savings institutions. Our largest deposit market share is
in Cayuga County, our headquarters and primary market, where Cayuga Bank holds a
share of 47.11%. Our next closest competitor in this market is Fleet Bank, a
super-regional commercial bank, having a 15.59% share. Homestead Savings has a
3.44% deposit market share in its major market, Oneida County, reflecting its
size and location in a larger market with a greater number of competing
financial institutions. The combined deposit base provides Iroquois a stable
source of funding with 53% in time deposits and the balance in nontime accounts:
savings 21%, money market 10%, and checking 16%. Our deposit growth focus going
forward continues to be on NOW and noninterest bearing checking accounts, which
provide the greatest opportunity to expand customer relationships with other
products and services, and municipal accounts - a lower cost alternative to
borrowings.
To remain competitive with larger "bricks and mortar" competitors and national
providers of financial services, Iroquois has continued to invest in technology
and the development of new and improved products. In the last year, we continued
our transition to a full service community bank by further broadening our
commercial banking services, adding a cash management product and commercial
sweep accounts.Our municipal deposit program at Cayuga Bank continues to be a
major growth focus, increasing 29% in 1999 and providing greater access to
funding while contributing to lower overall funding costs. Investment and trust
services also remain a focus for growing noninterest income and increasing the
number and depth of customer relationships. In 1999,Cayuga Bank increased trust
assets under management by 44%. Our strong market presence and key staff
appointments of William Kunda as Senior Investment Officer and Tom Ferguson as
Senior Trust Officer favorably position us for further growth of this business.
The introduction of third party provider M.Griffith Investment Services at
Homestead in 1999 allows us to conveniently provide greater product options and
investment advice for our customers in this market.
4
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
The Iroquois Franchise and Philosophy
Loan growth was an important highlight of the last year for both Cayuga and
Homestead Savings. Both remain leading residential mortgage lenders in their
respective markets. Year over year, the Iroquois loan portfolio increased by 8%
to a record $433 million while loan quality ended 1999 at its strongest level in
several years. Helping drive strong loan growth was an enhanced home equity
product line offering a fixed-rate loan and higher loan-to-value options.
Maintaining this year's robust loan growth and loan quality will guide our
lending activity going forward.
The composition of our loan portfolio remains very conservative with residential
mortgages the largest category at 66%. Home equity lines of credit make up 6% of
our loan portfolio at year end, consumer loans represent 11%, and almost equal
shares in commercial mortgage and commercial loans make up the balance. This
portfolio mix keeps the conservative character of the portfolio intact while
enhancing its profitability through a prudent blend of higher yielding, shorter
term loan categories.
To further expand the Iroquois franchise, we are also actively reaching outside
our immediate markets to contiguous ones, advertising in the Rochester and
Syracuse markets and pursuing business development in western Onondaga County
and Oswego County.
As community banks, both Cayuga and Homestead recognize our responsibility to
reinvest in the communities we serve. By taking a leadership role in the Auburn
Housing Partnership with the City of Auburn and local businesses, Cayuga Bank
plays a significant role in renovating low-income areas of Auburn and providing
financing for qualified families. Homestead Savings provides mortgage financing
to low-income individuals as part of the Rural Housing Development Partnership.
Homestead also takes an active role in the Downtown Utica Development
Association, the Utica Industrial Development Corporation, and the board of the
regional economic development agency, the Mohawk Valley EDGE.
Transitioning to a full service community bank continues to be our long term
strategy to expand our franchise and achieve higher profitability and growth.
Our broader base of products and services with a community oriented approach
enables Iroquois to compete more effectively for more customers in both current
and new markets. As we continue to evolve as a truly full service financial
institution with a strong commitment to the community banking concept,Iroquois
is confident in our ability to serve the interests of our shareholders,
customers and communities.
- --------------------------------------------
1999 Highlights
CAYUGA BANK
Initiated a $1 million loan program
for low-to-moderate income housing
with the assistance of the Federal
Home Loan Bank
Continued leadership role in Auburn
Housing Partnership for community
rejuvenation
Conducted Y2K Customer Awareness
Program through literature
distribution and "town meetings"
Established Trust & Investment
Services Division.Trust assets
under management increased 44%
THE HOMESTEAD SAVINGS
Relocated South Utica office to
a new facility in New Hartford
with much greater customer sales
and service opportunities
Relocated Rome branch office to
temporary quarters awaiting
completion of new state of the
art office
Produced 7.5% deposit growth and
4% increase in total loans
Introduced M.Griffith Investment Services
- --------------------------------------------
5
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Selected Consolidated Financial Data
- --------------------------------------------------------------------------------
At, or for the year ended, December 31,
- --------------------------------------------------------------------------------
(dollars in thousands,except
share data) 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
BALANCE SHEET DATA
Total assets $ 595,126 547,420 509,778 472,908 437,803
Securities 116,959 108,487 103,620 98,287 84,105
Loans,net 432,860 400,277 369,984 345,074 325,707
Deposits 461,115 443,239 417,011 410,222 369,101
Borrowings 92,487 61,591 50,164 25,536 35,250
Shareholders' equity 38,885 38,342 39,029 34,802 31,846
- --------------------------------------------------------------------------------
INCOME STATEMENT DATA
Interest income $ $ 40,817 39,404 37,522 35,763 33,713
Interest expense 20,693 19,219 17,217 16,352 15,752
- --------------------------------------------------------------------------------
Net interest income 20,124 20,185 20,305 19,411 17,961
Provision for loan losses 1,509 1,470 1,520 1,334 917
Noninterest income 3,649 3,717 3,227 1,735 2,461
Noninterest expense 15,321 14,879 14,121 13,586 12,650
Income taxes 2,242 2,711 2,994 2,447 2,704
- --------------------------------------------------------------------------------
Net income 4,701 4,842 4,897 3,779 4,151
Preferred stock dividend -- 187 441 451 469
- --------------------------------------------------------------------------------
Net income applicable to
common shares $ 4,701 4,655 4,456 3,328 3,682
- --------------------------------------------------------------------------------
PER COMMON SHARE DATA
Earnings per share:
Basic $ 1.97 1.96 1.89 1.43 1.60
Diluted 1.96 1.92 1.85 1.41 1.59
Cash dividends declared .44 .40 .36 .32 .30
Book value 17.00 16.11 14.42 12.71 11.60
- --------------------------------------------------------------------------------
RATIOS
Yield on interest earning assets 7.48% 7.83 8.08 8.15 8.18
Cost of interest bearing liabilities 4.10 4.19 4.07 4.03 4.11
Interest rate spread 3.38 3.64 4.01 4.12 4.07
Net interest margin 3.71 4.01 4.37 4.42 4.36
Return on average assets .81 .92 1.00 .82 .97
Return on average total equity 12.07 12.82 13.54 11.51 14.05
Return on average common equity 12.07 13.05 14.24 11.96 15.04
Equity as a percent of average assets 6.72 7.14 7.39 7.12 6.89
Dividend payout ratio 22.34 20.41 19.05 22.38 18.75
- --------------------------------------------------------------------------------
6
<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 its two banking
institutions and their respective subsidiaries ("the Banks"), provides banking
services to individuals and businesses in upstate New York, primarily in Cayuga,
Oswego, and Oneida counties and surrounding areas. The Banks, catering to the
needs of their market areas, provide a range of financial services, including
residential mortgage loans, consumer and commercial loans, credit cards,
checking, savings and time deposits, insurance brokerage, investment
brokerage, trust services, and safe deposit facilities.
The following discussion and analysis reviews the Company's consolidated results
of operations for the years 1997 through 1999 and its consolidated financial
position at December 31, 1999 and 1998. This section should be reviewed in
conjunction with the consolidated financial statements and accompanying notes
and with other statistical information included elsewhere in this 1999 Annual
Report.
In addition to historical information, this discussion and analysis includes
certain forward-looking statements based on current management expectations.
These statements relate to, among other things, sources of loan and deposit
growth, loan loss reserve adequacy, and simulation results based on changes in
interest rates. The Company's actual results could differ materially from these
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, and competition; 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.
PERFORMANCE OVERVIEW
Iroquois reported 1999 diluted earnings per common share of $1.96, compared with
$1.92 per share in 1998. Net income totaled $4,701,000 in 1999, compared with
$4,842,000 in 1998 while net income applicable to common shares was $4,701,000
in 1999, compared with $4,655,000 in 1998. Return on common shareholders'equity
and return on assets were 12.07% and .81%, respectively, in 1999, compared with
13.05% and .92%, respectively, in 1998.
Net interest income for 1999 totaled $20.1 million, compared with $20.2 million
in 1998. Noninterest income, excluding net gains on sales of securities and
loans, increased $116,000, or 3.3%, for 1999. The Company recorded $39,000 in
gains on the sale of securities and loans for 1999, compared with $223,000 for
1998. Noninterest expense increased 3.0% from $14.9 million in 1998 to $15.3
million in 1999.
Total assets grew 8.7% in 1999 to end the year at $595.1 million. Net loans
increased 8.1%, to $432.9 million, compared to $400.3 million at December
31, 1998. Total deposits were $461.1 million at December 31, 1999, compared to
$443.2 million at year end 1998, an increase of 4.0%. Total shareholders' equity
at December 31, 1999 was $38.9 million, up 1.4% from year end 1998.
7
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
================================================================================
Net Interest Margin
- --------------------------------------------------------------------------------
(Percentages)
95 96 97 98 99
----- ----- ----- ----- -----
4.36 4.42 4.37 4.01 3.71
RESULTS OF OPERATIONS
Review of 1999 Compared to 1998
NET INTEREST INCOME
Net interest income, the principal source of revenue for the Company, represents
the difference between income from interest earning assets, primarily loans and
securities, and the expense of interest bearing liabilities, primarily deposits
and borrowings. Net interest income is significantly affected by the mix and
volume of interest earning assets and liabilities, as well as related interest
rates and cost of funds. While Iroquois has the ability to control the effect of
some of these factors through its asset and liability management and planning
strategies, external factors, such as competitive pressures, economic
conditions, and U.S. monetary policy, can also influence changes in net interest
income from one period to another.
Net interest income was $20.1 million for 1999, compared to $20.2 million for
1998. Expressed as a percentage of average interest earning assets, net interest
margin on a tax equivalent basis declined to 3.71% in 1999, compared to 4.01% in
1998. Net interest spread, which excludes the impact of net noninterest bearing
funds, was 3.38% in 1999, compared to 3.64% in 1998. The downward trend in net
interest margin is attributable primarily to changes in market interest rates
combined with a change in the Company's asset and liability mix.
Average market interest rates were lower in 1999 compared to 1998. However, both
short and long term rates began to increase midyear 1999, reversing a two year
flat to downward trend in interest rates. The prime rate increased 75 basis
points from June to December of 1999 in conjunction with three rate hikes by the
Federal Reserve. The ten year U.S. Treasury bond yield, a key indicator for
residential mortgage rates, increased by more than 100 basis points over the
last eight months of 1999. This increase in interest rates in 1999 more
immediately affected the Company's cost of funds, increasing the rate paid on
renewing time deposits and borrowings, and reducing net interest margin.
Changes in the Company's balance sheet have also contributed to the trend of
lower net interest margin. As a percentage of total assets, residential
mortgages and securities with relatively lower yields than consumer and
commercial loans have increased over the past four years, while on the liability
or funding side of the balance sheet, higher cost borrowings and municipal
deposits have increased as a percentage of the overall funding for asset growth.
The shift in overall balance sheet mix reflects among various factors, the local
economic growth trends, the national decline in personal savings, and
management's focus on improving asset quality and leveraging its expertise in
residential mortgage production.
Average securities, which continue to represent approximately 21% of interest
earning assets, increased from $105.6 million in 1998 to $118.9 million in 1999.
The tax equivalent yield on securities improved from 6.08% to 6.10% from 1998 to
1999 and reflects an increase in holdings of higher yielding securities in the
portfolio, particularly tax exempt municipal obligations, corporate bonds, and
mortgage backed securities.
Average loans increased $32.2 million, or 8.3%, in 1999 and continued to
represent approximately 77% of average interest earning assets. Average mortgage
loans increased 13.4% in 1999 while other loans declined 4.1%. Mortgage loans,
which yielded 7.57%, represented 57.0% of average interest earning assets in
1999,compared to 1998 when average mortgage loans, which yielded 7.94%,
represented 54.9% of earning assets. Other loans, primarily consumer and
commercial business loans, yielded 8.82% in 1999 and represented 19.7% of
average interest earning assets, compared to 1998 when other loans yielded 9.26%
and represented 22.4% of earning assets.
Interest income earned on mortgage loans increased $1.8 million in 1999 as a
result of the continued growth in residential mortgage lending volumes. The
lower yield on mortgages reflects the growth in the portfolio particularly
during the first six months of 1999 at generally lower rates compared to 1998.
The decline in
8
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
the yield on other loans primarily reflects a lower average prime rate in 1999
compared to 1998, as well as a decline in the balance of higher yielding
commercial business loans.
Average noninterest earning assets increased $4.4 million, or 17.3%, in 1999.
The increase is primarily attributable to the purchase of $5.0 million in
corporate owned life insurance, earnings from which are reflected in noninterest
income.
Average interest bearing liabilities increased 10.0%, to $504.2 million in 1999
from $458.5 million in 1998. Average savings deposits, which include savings,
money market, and interest bearing checking accounts, declined just under 1%,
while the average cost of savings deposits declined from 2.45% in 1998 to 2.28%
in 1999. As a percentage of interest bearing liabilities, savings deposits
continued to decline, representing 38.1% in 1999 compared to 42.2% in 1998.
Average time deposits increased 8.9% from $213.0 million in 1998 to $231.9
million in 1999 and represented approximately 46.0% of interest bearing
liabilities, compared to 46.5% in 1998. The average cost of time deposits
decreased from 5.36% in 1998 to 5.10% in 1999,
<TABLE>
<CAPTION>
Table 1 -- NET INTEREST INCOME ANALYSIS
- --------------------------------------------------------------------------------------------------------------------
Year ended December 31,
- --------------------------------------------------------------------------------------------------------------------
1999 1998 1997
- --------------------------------------------------------------------------------------------------------------------
Average Average Average Average Average Average
(dollars in thousands) Balance Interest Rate Balance Interest Rate Balance Interes Rate
- --------------------------------------------------------------------------------------------------------------------
INTEREST EARNING ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage loans(1) $ 313,009 23,694 7.57% 276,140 21,934 7.94 241,355 19,713 8.17
Other loans(1) 108,412 9,565 8.82 113,035 10,467 9.26 115,135 10,866 9.44
Securities(2) 118,854 7,261 6.10 105,606 6,421 6.08 103,218 6,606 6.40
Federal funds sold and
other investments 9,064 574 6.33 8,577 582 6.79 4,883 337 6.90
- --------------------------------------------------------------------------------------------------------------------
Total interest earning
assets 549,339 41,094 7.48 503,358 39,404 7.83 464,591 37,522 8.08
Noninterest earning
assets 29,818 25,424 24,803
- --------------------------------------------------------------------------------------------------------------------
Total Assets $ 579,157 528,782 489,394
- --------------------------------------------------------------------------------------------------------------------
INTEREST BEARING LIABILITIES
Savings deposits $ 192,060 4,379 2.28% 193,483 4,735 2.45 193,451 4,866 2.52
Time deposits 231,896 11,825 5.10 213,016 11,417 5.36 200,010 10,591 5.30
Borrowings 80,258 4,489 5.59 52,024 3,067 5.90 29,869 1,760 5.89
- --------------------------------------------------------------------------------------------------------------------
Total interest bearing
liabilities 504,214 20,693 4.10 458,523 19,219 4.19 423,330 17,217 4.07
Noninterest bearing
liabilities 36,001 32,479 29,879
- --------------------------------------------------------------------------------------------------------------------
Total Liabilities 540,215 491,002 453,209
Shareholders' Equity 38,942 37,780 36,185
- --------------------------------------------------------------------------------------------------------------------
Total Liabilities and
Shareholders' Equity $ 579,157 528,782 489,394
- --------------------------------------------------------------------------------------------------------------------
Net interest income and
interest rate spread 20,401 3.38% 20,185 3.64 20,305 4.01
Net interest margin
on earning assets 3.71 4.01 4.37
Ratio of interest earning
assets to interest bearing
liabilities 108.95 109.78 109.75
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Nonaccrual loans are included in the average asset totals presented above.
(2) Interest income includes the tax effects oftaxable-equivalent adjustments to
increase tax exempt interest income to a taxable equivalent basis.
9
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
================================================================================
Noninterest Income*
- --------------------------------------------------------------------------------
($ in thousands)
95 96 97 98 99
----- ----- ----- ----- -----
2,461 2,756 3,128 3,494 3,610
<TABLE>
<CAPTION>
Table 2 -- RATE/VOLUME ANALYSIS
- -----------------------------------------------------------------------------------------------
Comparison of the Comparison of the
Years Ended Years Ended
December 31,1999 and 1998 December 31,1998 and 1997
- -----------------------------------------------------------------------------------------------
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>
Mortgage loans $ 2,716 (956) 1,760 2,611 (390) 2,221
Other loans (419) (483) (902) (253) (146) (399)
Securities 809 31 840 (89) (96) (185)
Federal funds sold and
other investments 46 (54) (8) 235 10 245
- -----------------------------------------------------------------------------------------------
Interest income 3,152 (1,462) 1,69 2,504 (622) 1,882
- -----------------------------------------------------------------------------------------------
Savings deposits (35) (321) (356) 87 (218) (131)
Time deposits 903 (495) 408 684 142 826
Borrowings 1,570 (148) 1,422 1,418 (111) 1,307
- -----------------------------------------------------------------------------------------------
Interest expense 2,438 (964) 1,474 2,189 (187) 2,002
- -----------------------------------------------------------------------------------------------
Net interest income $ 714 (498) 216 315 (435) (120)
- -----------------------------------------------------------------------------------------------
</TABLE>
primarily reflecting the decline in average rates year over year. Average
borrowings increased from $52.0 million, or 11.3%, of average interest bearing
liabilities in 1998 to $80.3 million, or 15.9% in 1999. The average cost of
borrowings declined from 5.90% in 1998 to 5.59% in 1999, again reflecting the
decline in average interest rates year over year.
Average noninterest bearing liabilities, consisting primarily of commercial and
retail demand deposits, increased 10.8% from $32.5 million in 1998 to $36.0
million in 1999. Average noninterest bearing liabilities have grown at a
compound annual rate of 21% over the past five years, and their continued growth
remains of strategic importance in controlling the Company's cost of funds.
A summary of net interest income, as well as average balances for interest
earning assets and interest bearing liabilities for the years 1997 through 1999,
is presented in Table 1. Table 2 provides the detail of changes in interest
income, interest expense, and net interest income due to changes in volumes and
rates. A discussion of interest rate sensitivity is included in the "Market Risk
and Interest Rate Risk" section.
PROVISION FOR LOAN LOSSES
The provision for loan losses for 1999 was $1,509,000, compared to $1,470,000
for 1998. Further discussion related to the provision for loan losses is
included in the section entitled "Allowance for Loan Losses."
NONINTEREST INCOME
Noninterest income totaled $3.6 million for 1999 compared to $3.7 million for
1998. Excluding net gains on the sale of securities and loans, noninterest
income increased $116,000, or 3.3%. Service charges, representing revenue from
such sources as service charges on deposits and loans, and processing fees
relating to electronic banking and credit card services, remain the single
largest component of noninterest income. Revenue from service charges for 1999
declined 5.4% primarily due to a decline in loan related service fees partially
offset by growth in revenue from deposit and credit card fees. The largest
decline in loan related service fees was attributable to fees from the Company's
accounts receivable management program which decreased $163,000 as a result of
an overall decline in the number and balance of accounts being serviced through
the program.
10
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
Net gains on the sale of securities and loans were $39,000 in 1999, compared to
$223,000 in 1998. The decline of $184,000 reflects a reduced level of securities
sales during 1999 compared to 1998.
Other noninterest income increased $274,000, or 49.5%, in 1999 and primarily
reflected income of $233,000 from the Company's investment during the year in
corporate-owned life insurance, as well as an increase of $78,000 in trust
related service fees. Total trust assets increased 44.3% in 1999 and totaled
$64.9 million as of year end.
NONINTEREST EXPENSE
Noninterest expense for 1999 totaled $15.3 million, compared to $14.9 million in
1998. Expressed as a percentage of average assets, the Company's overhead ratio
continued its five year downward trend, improving from 2.81% in 1998 to 2.64% in
1999.
Salaries and benefits, the largest single noninterest expense, increased just
1.4% in 1999 and reflects improved productivity relative to asset growth and the
consolidation of back office support areas. Salaries and benefits represented
50.1% of total noninterest expense for 1999, compared to 50.8% for 1998.
Occupancy and equipment expense increased $90,000, or 5.4%, in 1999 compared to
1998. The increase primarily reflects the additional costs incurred in the 1999
relocation of two Homestead branch offices.
Other noninterest expense increased $377,000, or 11.9%, in 1999 compared to
1998. The majority of the increase related to higher professional and consulting
fees and loan workout-related expenses.
PROVISION FOR INCOME TAXES
For 1999, the provision for income taxes was $2.2 million, at an effective tax
rate of 32.3%. The provision for income taxes for 1998 was $2.7 million, at an
effective tax rate of 35.9%. The decline in the Company's effective tax rate is
primarily attributable to a continued increase in tax exempt income combined
with special New York State tax credits in 1999 relating to economic development
initiatives. A more comprehensive analysis of income tax expense is included in
Note 8 to the consolidated financial statements included in this Annual Report.
REVIEW OF 1998 COMPARED TO 1997
Iroquois reported 1998 diluted earnings per common share of $1.92 compared with
$1.85 per share in 1997. Net income applicable to common shares was $4,655,000
in 1998, an increase of 4.5%, compared with $4,456,000 in 1997. Return on common
shareholders' equity and return on assets were 13.05% and .92%, respectively, in
1998, compared with 14.24% and 1.00%, respectively, in 1997. The redemption of
the Company's outstanding issues of floating rate preferred stock during 1998
and the resulting decrease in preferred dividend payments contributed to the
1998 increase in net income applicable to the common shareholder.
Net interest income totaled $20.2 million for 1998, a slight decrease compared
to $20.3 million in net interest income for 1997. Net interest income was
maintained through increased volumes despite declines in the Company's net
interest spread and net interest margin. Declines in long term market interest
rates combined with changes in the mix of interest earning assets caused the
yield on earning assets to decline from 8.08% for 1997 to 7.83% for 1998. In
contrast, the cost of interest bearing liabilities increased from 4.07% for 1997
to 4.19% for 1998, reflecting the flatter interest rate yield curve and a
continued reliance on higher costing time deposits and borrowings as a funding
source. The decline in yield and increase in cost of funds resulted in a
contraction of 37 basis points in net interest spread, from 4.01% for 1997 to
3.64% for 1998. Net interest margin decreased a similar amount, from 4.37% for
1997 to 4.01% for 1998.
Noninterest income, excluding net gains on sales of securities and loans,
totaled $3.5 million for 1998, up 11.7% compared to $3.1 million for 1997.
Revenue from service charges for 1998 increased $399,000, or 15.7%, compared to
================================================================================
Overhead Ratio
- --------------------------------------------------------------------------------
(Percentages)
95 96 97 98 99
----- ----- ----- ----- -----
2.95 2.95 2.89 2.81 2.64
11
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
1997, primarily due to increased loan and deposit related service fees, ATM
surcharges, and increased credit card processing income.
The provision for loan losses remained flat at approximately $1.5 million for
both 1998 and 1997, representing additions to the allowance for loan losses to
maintain sufficient coverage levels given portfolio composition and levels of
net charge-offs and nonperforming loans.
Noninterest expense increased 5.4%,from $14.1 million in 1997 to $14.9 million
in 1998, primarily reflecting increases in computer and product service fees and
salaries and benefits. The Company's overhead ratio, noninterest expense as a
percentage of average assets, improved from 2.89% for 1997 to 2.81% for 1998.
Salaries and benefits for 1998 increased $236,000, or 3.2%,compared to
1997, primarily a result of merit increases for employees. Computer and product
service fees increased 26.2%, from $1.3 million in 1997 to $1.7 million in 1998.
Computer service fees increased $259,000 in 1998, reflecting a full year of
services with Fiserv, Inc., the Company's primary data processing and item
processing provider. Increases in 1998 for third party processing costs relating
to the Company's credit card services also contributed to the increase in
computer and product service fees. Occupancy and equipment expense declined
$70,000, or 4.1%, in 1998 compared to 1997 as a result of savings in property
taxes, utilities, and equipment costs, offset by increased depreciation expense
relating to Cayuga's main office renovation completed in 1998. Promotion and
marketing expense increased 29.5%, from $356,000 in 1997 to $461,000 in 1998,due
principally to promotional costs relating to retail loan and deposit
products,and primary market research costs.
For 1998, the provision for income taxes was $2.7 million, at an effective tax
rate of 35.9%. The provision for income taxes for 1997 was $3.0 million at an
effective tax rate of 37.9%. The decline in the effective tax rate was primarily
attributable to an increased investment in tax exempt municipal securities.
FINANCIAL CONDITION
LOANS
Total loans, which continue to represent approximately 73% of total assets, were
$436.1 million at December 31, 1999, up $32.0 million, or 7.9%, compared to
$404.1 million in total loans at December 31, 1998. The increase in total loans
came principally from growth in residential mortgage loans. Table 3 provides a
five year summary of the loan portfolio.
Mortgage loans represent the largest portion of the loan portfolio,
increasing from 72.8% of
<TABLE>
<CAPTION>
Table 3 -- SUMMARY OF THE LOAN PORTFOLIO
- --------------------------------------------------------------------------------------
December 31,
- --------------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------
Mortgage loans
<S> <C> <C> <C> <C> <C>
Residential $289,476 254,755 215,255 188,187 171,883
Commercial 36,929 39,497 41,678 46,022 53,363
- --------------------------------------------------------------------------------------
Total mortgage loans 326,405 294,252 256,933 234,209 225,246
- --------------------------------------------------------------------------------------
Other loans
Home equity lines of credit 25,562 26,473 27,110 25,486 24,200
Consumer 48,247 45,358 45,401 46,551 40,974
Commercial 35,605 37,573 41,920 40,009 35,904
Education 310 436 1,905 2,208 2,763
- --------------------------------------------------------------------------------------
Total other loans 109,724 109,840 116,336 114,254 103,841
- --------------------------------------------------------------------------------------
Total loans 436,129 404,092 373,269 348,463 329,087
Allowance for loan losses 3,269 3,815 3,285 3,389 3,380
- --------------------------------------------------------------------------------------
Loans, net $432,860 400,277 369,984 345,074 325,707
- --------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
<TABLE>
<CAPTION>
SELECTED LOAN MATURITY AND INTEREST RATE SENSITIVITY
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> <C>
Commercial Loans $ 29,541 4,114 1,950 35,605 4,997 1,067
- ------------------------------------------------------------------------------------------------------------
</TABLE>
total loans at year end 1998 to 74.8% of total loans at December 31, 1999. The
mortgage portfolio consists of loans secured by first and second liens on
residential and commercial properties located principally in upstate New York.
Residential mortgage loans are underwritten and documented in accordance with
secondary market standards. Commercial mortgage loans have generally been
originated on properties in and around Cayuga's market area.
Residential mortgage loans increased 13.6%, from $254.8 million at December 31,
1998 to $289.5 million at December 31, 1999. Residential mortgage originations
continue to be generated through local in-house staff, loan production offices
in Old Forge and Lake Placid, NY, and a mortgage broker network extending from
Rochester to Syracuse. Residential mortgages accounted for 66.3% of total loans
and 48.6% of total assets at December 31, 1999, compared to 63.0% and
46.5%,respectively, at year end 1998.
Commercial mortgage loans declined $2.6 million, or 6.5%, in 1999 to end the
year at $36.9 million. Commercial mortgages represented 8.5% of total loans at
December 31, 1999, compared to 9.8% at December 31, 1998. The downward trend in
the commercial mortgage loan portfolio over the past six years has been due to
high rates of amortization and prepayment, an increase in net portfolio
charge-offs, and stricter underwriting standards during an extended period of
slower demand and increased competition for this type of lending.
Consumer loans, consisting of auto loans, fixed-rate home equity and home
improvement loans, overdraft protection, credit cards, and other personal
installment loans, continue to represent approximately 11% of total loans. The
consumer loan portfolio increased $2.9 million, or 6.4%, from year end 1998 to
1999. The increase was primarily attributable to a $3.7 million increase in
fixed rate home equity and home improvement installment loans. Fixed rate home
equity loans, which have terms from 5 years to 15 years, represented $29.3
million, or 60.6%, of total consumer loans at December 31, 1999, compared to
56.4% at year end 1998. Lower interest rates during the first half of 1999,
combined with the continued favorable tax treatment of home equity
loans, contributed to the growth in this product.
Home equity lines of credit provide customers immediately accessible funds
through check writing privileges against a line of credit secured by a lien on
residential real estate. The home equity line of credit products offered by the
Banks carry variable rates of interest, tied to prime, and reprice generally
within periods of one month to five years. Outstanding balances against home
equity lines of credit declined 3.4% from $26.5 million at December 31,1998 to
$25.6 million at year end 1999. The decline is attributed to the lower rate
environment prevalent in the first half of 1999 when many customers chose to
refinance their equity lines of credit into fixed rate mortgages or installment
loans. Home equity lines of credit represented 5.9% and 6.6% of total loans at
December 31, 1999 and 1998, respectively.
Commercial loans declined $2.0 million, or 5.2%,from $37.6 million at December
31,1998 to $35.6 million at year end 1999. The decline was primarily a result of
decreased customer demand and increased competition for new commercial credits.
Commercial loans represented 8.2% of total loans at December 31,
================================================================================
Loans, Net
- --------------------------------------------------------------------------------
($ in millions)
95 96 97 98 99
----- ----- ----- ----- -----
325.7 345.1 370.0 400.3 432.9
13
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
1999,compared to 9.3% at December 31,1998. Cayuga is currently the only
subsidiary to offer commercial lending, offering a variety of loan products to
its business customers, including notes, lines of credit, installment loans, and
an accounts receivable management program. Commercial lending is generally
considered to involve a higher degree of risk than the Banks' other forms of
lending. These loans tend to have larger balances, and repayment is dependent on
the successful operations and income stream of the borrower. Underlying
collateral for these loans typically consists of business assets, which can be
subject to market obsolescence. Such risks can be significantly affected by
economic and competitive factors. To control this risk,the Company generally
limits its lending to any one borrower or group of related borrowers to a
maximum of 10% of its capital.
At December 31,1999,Iroquois had no significant concentration of loans in any
single industry, nor did the loan portfolio contain any loans to finance highly
speculative transactions. For 2000, loan growth is anticipated in the
residential mortgage and home equity loan portfolios through promotion of the
Banks'wide variety of home financing products into their expanded market areas.
It is anticipated that with the recent upward trend in interest rates the Banks
will see a slowdown in prepayments and an increase in variable rate lending.
Growth is also anticipated for 2000 in the commercial mortgage and commercial
loan portfolios through assertive new business efforts across Cayuga's branch
network and surrounding communities.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses represents amounts available for probable 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 in an
attempt 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 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 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, 1999, the allowance for loan losses was $3.3 million, compared
to $3.8 million at year end 1998. The 1999 provision for loan losses was
comparable to 1998,at approximately $1.5 million. This provision represents
additions to the allowance for loan losses to maintain sufficient coverage
levels given portfolio size and composition, and levels of net charge-offs and
nonperforming loans.
Net charge-offs in 1999 were $2.1 million,com-pared to $940,000 in 1998. Net
charge-offs increased year over year in each of the major loan categories and
were tied to management's initiative to reduce the Company's level of
non-performing loans. The net charge-offs combined with aggressive collection
and workout efforts to improve delinquency levels resulted in a significant
decline in nonperforming loans in 1999. Based on the lower level of
nonperforming and delinquent loans at December 31,1999, management anticipates
a reduction in net charge-offs for 2000 compared to 1999.
The allowance for loan losses as a percentage of nonperforming loans increased
to 111.9% at December 31,1999,compared to 63.2% at year end 1998. As a
percentage of total loans, the allowance declined from .94% at December 31,
1998, to .75% at December 31, 1999. The allowance for loan losses continues to
reflect the risk diversification of the loan portfolio. In
particular,residential mortgage loans,which generally carry a lower risk of
loss or net charge-off
14
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
compared to consumer and commercial loan products, have increased as a
percentage of total loans. Management believes that the allowance for loan
losses at December 31, 1999 is adequate to absorb probable losses related to
outstanding loans.
Table 4 summarizes changes in the allowance for loan losses for the years 1995
through 1999 and shows 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 amounts considered to be necessary to
provide for the probable losses within the various loan categories. The
allocation considers actual net charge-off experience, adjusted for changes in
the risk profile of each category, plus additional amounts based on 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 judgment and estimates, it is not necessarily indicative
of the actual charge-offs that
<TABLE>
<CAPTION>
Table 4 -- ALLOWANCE FOR LOAN LOSSES
- ------------------------------------------------------------------------------------------
Year ended December 31,
- ------------------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at beginning of period $ 3,815 3,285 3,389 3,380 3,264
Provision for loan losses 1,509 1,470 1,520 1,334 917
Charge-offs
Residential mortgages (652) (204) (216) (247) (225)
Commercial mortgages (669) (163) (1,065) (634) (205)
Commercial loans (429) (183) (140) (180) (157)
Consumer loans (549) (511) (387) (345) (353)
- ------------------------------------------------------------------------------------------
Total charge-offs (2,299) (1,061) (1,808) (1,406) (940)
Recoveries
Residential mortgages 65 -- 57 2 7
Commercial mortgages 30 -- 25 -- --
Commercial loans 64 46 22 11 33
Consumer loans 85 75 80 68 99
- ------------------------------------------------------------------------------------------
Total recoveries 244 121 184 81 139
- ------------------------------------------------------------------------------------------
Net charge-offs (2,055) (940) (1,624) (1,325) (801)
- ------------------------------------------------------------------------------------------
Balance at end of period $ 3,269 3,815 3,285 3,389 3,380
- ------------------------------------------------------------------------------------------
Ratio of charge-offs net of
recoveries to loans outstanding .47% .23 .44 .38 .24
Allowance for loan losses as a
percent of:
Total loans .75 .94 .88 .97 1.03
Nonperforming loans 111.93 63.18 53.21 93.28 63.67
- ------------------------------------------------------------------------------------------
Allocation of Allowance for Loan Losses at December 31,
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
- -------------------------------------------------------------------------------------------------------------------
% 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 $ 919 66.37% 533 63.04 585 57.67 471 54.00 402 52.23
Commercial mortgages 652 8.47 1,484 9.77 1,246 11.16 1,677 13.21 1,452 16.22
Commercial loans 977 8.16 1,159 9.30 826 11.23 617 11.48 807 10.91
Consumer loans 721 17.00 639 17.89 628 19.94 624 21.31 719 20.64
- -------------------------------------------------------------------------------------------------------------------
Total $3,269 100.00% 3,815 100.00 3,285 100.00 3,389 100.00 3,380 100.00
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
================================================================================
Nonperforming Loans
- --------------------------------------------------------------------------------
($ in thousands)
95 96 97 98 99
----- ----- ----- ----- -----
5,309 3,663 6,174 6,038 2,920
<TABLE>
<CAPTION>
Table 5 -- SUMMARY OF NONPERFORMING ASSETS
- -----------------------------------------------------------------------------------------------------------
December 31,
- -----------------------------------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997 1996 1995
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Loans in nonaccrual $2,759 5,255 5,902 3,288 4,299
Loans past due 90 days or
more and still accruing 161 783 272 345 1,010
- -----------------------------------------------------------------------------------------------------------
Total nonperforming loans 2,920 6,038 6,174 3,633 5,309
- -----------------------------------------------------------------------------------------------------------
Other real estate 433 665 565 618 427
- -----------------------------------------------------------------------------------------------------------
Total nonperforming assets $3,353 6,703 6,739 4,251 5,736
- -----------------------------------------------------------------------------------------------------------
Percent of:
Total loans and real estate
acquired by foreclosure .77% 1.66 1.80 1.22 1.74
Total assets .56 1.22 1.32 .90 1.31
Nonperforming loans as a
percent of total loans .67 1.49 1.65 1.04 1.61
- -----------------------------------------------------------------------------------------------------------
</TABLE>
may ultimately occur. The allocation of the allowance for loan losses at
December 31,1999, compared to year end 1998, reflects a decrease in the amount
allocated to the commercial mortgage and commercial loan portfolios consistent
with the decline in the nonperforming and classified loans in those portfolios.
NONPERFORMING ASSETS
Nonperforming assets include nonperforming loans and real estate acquired by
foreclosure. Nonperforming loans include loans that have been placed in
nonaccrual status and loans past due ninety days or more and still accruing
interest. Table 5 provides a five year summary of nonperforming assets.
Nonperforming assets declined 50.0%, from $6.7 million at December 31, 1998 to
$3.4 million at year end 1999. As a percentage of total assets, nonperforming
assets declined from 1.22% at December 31, 1998 to .56% at year end 1999.
Nonperforming loans totaled $2.9 million at December 31, 1999 and consisted of
$1.8 million, or 60.0%, in residential mortgages, $302,000, or 10.3%, in
commercial mortgage and business loans, and $866,000, or 29.7%, in consumer
debt. Compared to year end 1998, nonperforming residential mortgages declined
$723,000, or 29.2%, and consumer loans increased $162,000, or 23.0%. Commercial
mortgages and business loans declined $2.6 million, or 89.4%, of which $1.1
million represented the payoff of a loan carried as nonperforming since 1997.
Management believes that, through its loan review program, it has taken a
conservative approach to evaluating nonperforming loans and the loan portfolio
in general, both in acknowledging the general condition of the portfolio and in
establishing the allowance for loan losses. Nonperforming 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 $2.3 million in potential problem loans at December 31, 1999.
These potential problem loans are defined as loans not included as nonperforming
loans, but about which management has developed information regarding possible
credit problems, which may cause the borrowers future difficulties in complying
with loan repayments. These loans, which have been classified for internal
purposes, are monitored regularly in connection with the Company's loan review
process. There were no additional loans classified for regulatory purposes as
loss, doubtful, substandard, or special mention that have not been identified as
impaired or nonperforming or that 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, 1999 to lend
additional funds to borrowers whose loans were classified as nonperforming.
16
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
Iroquois will continue to focus on maintaining asset quality through effective
underwriting guidelines, consistent and adequate collection procedures, early
detection of potential problem assets, and timely charge-offs.
SECURITIES
At December 31, 1999, the securities portfolio totaled $117.0 million,
consisting of $65.8 million of securities available for sale and $51.2 million
of securities held to maturity. This compares with a total portfolio of $108.5
million, comprised of $61.4 million of securities available for sale and $47.1
million of securities held to maturity, at December 31, 1998. At December 31,
1999, securities represented 19.7% of total assets, a percentage similar to year
end 1998. The composition of the two securities portfolios by type of security
is presented in Table 6. Certain information pertaining to the composition,
yields, and maturities of the two portfolios is presented in Table 7.
Securities available for sale, which are carried at fair value, increased 7.1%
in 1999, and represented 56.3% of the total securities portfolio, compared to
56.6% at December 31, 1998. The portfolio consists primarily of U.S. Government
and agencies obligations and adjustable rate mortgage-backed securities.
Holdings of state and municipal obligations which represented approximately 12%
of the portfolio at December 31, 1999 and 1998 are intended to provide diversity
and tax-advantaged yield to the portfolio. At December 31, 1999, the fair value
of securities available for sale was $1.3 million below amortized cost, compared
to year end 1998 when the fair value of the portfolio exceeded its amortized
cost by $818,000. This decline reflects the change in security values caused
principally by the rise in interest rates from year end 1998 to 1999. Management
does not consider the decline in the fair value of these securities to be an
impairment or other than a temporary loss situation.
Securities held to maturity, which are carried at amortized cost, continue to
represent approximately 44% of the total portfolio. The held to maturity
portfolio consists primarily of corporate bonds and fixed rate mortgage-backed
securities. At December 31, 1999, securities held to maturity had a fair value
of $50.5 million, or $673,000 below their amortized cost.
<TABLE>
<CAPTION>
Table 6 -- SECURITIES
- ----------------------------------------------------------------------------------------------------------
December 31,
- ----------------------------------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------
Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value
- ----------------------------------------------------------------------------------------------------------
Securities available for sale:
U.S. Government &
<S> <C> <C> <C> <C> <C> <C>
agencies obligations $ 40,138 39,413 40,172 40,734 42,187 42,537
State and municipal
obligations 8,129 7,801 6,959 7,090 231 232
Corporate 4,816 4,840 3,362 3,471 1,507 1,517
Other 5,493 5,405 3,000 2,957 3,000 2,983
Mortgage-backed securities 8,542 8,351 7,120 7,179 4,664 4,675
- ----------------------------------------------------------------------------------------------------------
67,118 65,810 60,613 61,431 51,589 51,944
- ----------------------------------------------------------------------------------------------------------
Securities held to maturity:
U.S. Government &
agencies obligations 1,026 1,013 -- -- 25 25
State and municipal
obligations 5,980 5,986 5,818 5,903 3,729 3,795
Corporate 23,795 23,436 25,893 26,190 27,717 27,887
Mortgage-backed securities 20,348 20,041 15,345 15,624 20,205 20,475
- ----------------------------------------------------------------------------------------------------------
51,149 50,476 47,056 47,717 51,676 52,182
- ----------------------------------------------------------------------------------------------------------
Total $118,267 116,286 107,669 109,148 103,265 104,126
- ----------------------------------------------------------------------------------------------------------
</TABLE>
17
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
================================================================================
Deposits
- --------------------------------------------------------------------------------
($ in millions)
95 96 97 98 99
----- ----- ----- ----- -----
369.1 410.2 417.0 443.2 461.1
<TABLE>
<CAPTION>
Table 7 -- MATURITY SCHEDULE OF SECURITIES
- ----------------------------------------------------------------------------------------------------------------------------------
at December 31,1999
- ----------------------------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
Securities available for sale:
U.S. Government &
<S> <C> <C> <C> <C> <C> <C> <C> <C>
agencies obligations $ 9,984 6.21 25,272 5.74 920 5.35 3,962 5.98
State and municipal
obligations -- -- 258 6.57 6,811 6.49 1,060 6.70
Corporate -- -- 2,004 6.39 -- -- 2,812 7.17
Other 5,493 5.30 -- -- -- -- -- --
Mortgage-backed securities -- -- -- -- 647 6.13 7,895 6.06
- ----------------------------------------------------------------------------------------------------------------------------------
15,477 5.88 27,534 5.79 8,378 6.34 15,729 6.28
- ----------------------------------------------------------------------------------------------------------------------------------
Securities held to maturity:
U.S. Government &
agencies obligations -- -- 1,026 5.96 -- -- -- --
State and municipal
obligations 2,465 6.32 1,606 7.02 1,577 7.13 332 7.06
Corporate 6,999 6.43 16,796 6.16 -- -- -- --
Mortgage-backed securities 660 6.21 1,367 6.67 4,537 6.72 13,784 6.15
- ----------------------------------------------------------------------------------------------------------------------------------
10,124 6.39 20,795 6.25 6,114 6.82 14,116 6.17
- ----------------------------------------------------------------------------------------------------------------------------------
Total $25,601 6.08 48,329 5.99 14,492 6.54 29,845 6.23
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Note: Yields on state and municipal obligations are reflected on a
taxable-equivalent basis.
The objective of the Company's investment strategy is to maintain securities
portfolios at each Bank that provide a source of liquidity through maturities
and selling opportunities, contribute to overall profitability, support pledging
requirements, and provide 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.
DEPOSITS AND OTHER SOURCES OF FUNDS
Customer deposits, consisting of interest bearing time deposits, savings, money
market, NOW accounts, and noninterest bearing checking accounts, represent the
primary source of asset funding for the Banks. Other sources of funds include
securities sold under agreements to repurchase 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 $17.9 million, or 4.0%, from $443.2 million at December
31, 1998 to $461.1 million at December 31, 1999. During 1999, total deposits
averaged $455.9 million and represented 84.4% of total liabilities, compared
with $434.7 million and 88.5%, respectively, in 1998. Municipal deposits held at
Cayuga represented $56.2 million, or 12.2%,of total deposits at December
31,1999, an increase of $17.0 million compared to year end 1998. While the
average balance of nonpublic (i.e. personal and business) deposits grew year
over year by $10.4 million, balances at December 31, 1999 compared to year end
1998 increased just $900,000, to $404.9 million.
Savings deposits, which continued a downward trend, decreased $8.8 million in
1999 and declined from 23.9% of total deposits at December 31, 1998 to 21.0% at
year end 1999. The decrease in savings deposits is primarily attributable to
customers transferring balances to higher yielding alternative investments. The
average balance of checking deposits, including interest bearing NOW accounts
and noninterest demand deposits, grew $5.1 million in 1999 from 1998, while year
end balances declined $742,000, or 1.0%. Management believes that
18
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
Table 8 -- DEPOSITS
- --------------------------------------------------------------------------------
December 31,
- --------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997
- --------------------------------------------------------------------------------
Noninterest bearing deposits $ 30,345 30,905 27,563
- --------------------------------------------------------------------------------
Interest bearing deposits:
NOW accounts 41,272 41,454 38,781
Money market accounts 45,896 46,066 41,033
Savings accounts 96,921 105,717 108,578
Time deposits 246,681 219,097 201,056
- --------------------------------------------------------------------------------
Total interest bearing deposits 430,770 412,334 389,448
- --------------------------------------------------------------------------------
Total deposits $461,115 443,239 417,011
- --------------------------------------------------------------------------------
Table 9-- MATURITIES OF TIME DEPOSITS - $100,000 AND OVER
- --------------------------------------------------------------------------------
(dollars in thousands) December 31, 1999
- --------------------------------------------------------------------------------
Maturity Amount
- --------------------------------------------------------------------------------
Three months or less $55,702
Over three through six months 7,124
Over six through twelve months 5,901
Over twelve months 8,504
- --------------------------------------------------------------------------------
$77,231
- --------------------------------------------------------------------------------
the decline in year end checking balances is more reflective of differences in
the timing of year end cash flows of its customers and that the increase in
average balances better reflects the growth trend in these deposit categories.
With the general rise in interest rates that occurred in 1999, time deposits
increased $27.6 million, or 12.6%, from year end 1998 to 1999. Growth in
municipal time deposits contributed $16.6 million and growth in retail time
deposits contributed the remaining $11.0 million. Time deposits of $100,000 or
greater, derived entirely from within the Banks' local market areas, increased
$20.8 million in 1999 to $77.2 million. Approximately 62%, or $48.1 million of
the balance, represented municipal time deposits. Table 9 presents a maturity
schedule of time deposits of $100,000 and over.
Total borrowings at December 31, 1999 were $92.5 million, or 16.6% of total
liabilities, compared to $61.6 million, or 12.1%, at December 31, 1998.
Borrowings averaged 14.9% and 10.6% of total liabilities during 1999 and 1998,
respectively. Advances under overnight lines of credit with the FHLB totaled
$4.3 million at year end 1999, compared to no outstanding balance at December
31, 1998. Term advances from the FHLB made up $85.4 million, or 92.4%, of total
borrowings at year end 1999, compared to $61.5 million, or 99.8%, at year end
1998. The Company continued to extend the maturity of these borrowings as part
of its interest rate risk management program. Maturities of outstanding term
advances can be found in Note 7 of the accompanying consolidated financial
statements. Borrowings at year end 1999 also included $2.7 million of securities
sold under agreements to repurchase in connection with Cayuga's business sweep
product introduced to its commercial checking customers during 1999. Customers
purchase interests in government securities owned by the Bank, which are
repurchased by the Bank the following day. The customer benefits by being able
to invest excess checking balances in interest bearing investments and the Bank
benefits by offering a competitive product and retaining access to a
relationship-based funding source.
19
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
Iroquois believes that deposit growth will continue to be adversely affected by
investment alternatives pursued by customers in response to perceived
opportunities for strong returns in the mutual fund and equity markets. 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. With increased emphasis on growth in
checking deposits planned for 2000, along with deposit growth opportunities
offered by branch relocations at Homestead and online banking for commercial and
municipal customers, management believes that deposit growth will continue to be
an important source of funding for the Company's asset growth. Management also
recognizes that effective use of available borrowing opportunities will continue
to be a growing source of funding for both Banks given the relatively static
deposit growth in its upstate New York market area.
CAPITAL AND DIVIDENDS
Total shareholders' equity at December 31,1999 was $38.9 million, up $543,000,
or 1.4% from year end 1998. A decline in equity of $1.3 million due to changes
in the after tax net unrealized gains and losses on available for sale
securities and the repurchase of $2.2 million, or 120,000 shares, of the
Company's common stock during 1999 substantially offset the net growth in
retained earnings and contributed to the small year over year growth in
shareholders' equity. Equity per common share, or book value, increased
5.5%,from $16.11 at year end 1998 to $17.00 at year end 1999.
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. Internally generated
capital is the Company's primary strategy for capital growth. Iroquois serves as
the vehicle for access to capital markets for its own needs, such as for the
acquisition of new subsidiaries, and as a source of funds, if necessary, to
strengthen the capital position of its 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.
Capital adequacy in the banking industry is evaluated primarily by the use of
ratios that measure capital against total assets and against assets that are
weighted based on risk characteristics. At December 31, 1999, Iroquois and each
of the Banks exceeded all regulatory minimum capital requirements and met the
definition of "well capitalized" as defined by applicable regulation. On a
consolidated basis at December 31, 1999, Iroquois had a total equity to assets
ratio of 6.53%, a tangible common equity to assets ratio of 6.26% and a total
capital to risk-weighted assets ratio of 11.5%. A more comprehensive analysis of
regulatory capital requirements is included in Note 9 of the accompanying
consolidated financial statements.
Iroquois paid total cash dividends of $1.1 million in 1999. Common shareholders
received total dividends of $.44 per share, representing a payout ratio to
earnings per share of 22.3%, compared to 20.4% in 1998. Cash dividends have been
paid on the Company's common stock for thirteen 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.
LIQUIDITY
Liquidity represents the Company's ability to generate cash or otherwise obtain
funds at reasonable rates to meet the demands of depositors, satisfy commitments
to borrowers, and support key business initiatives. Proper liquidity management
provides the necessary access to funds to satisfy cash flow requirements.
Liquidity risk represents the possibility that the Company would be unable to
generate cash or otherwise obtain funds at reasonable rates to meet its
obligations.
20
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
In the ordinary course of business, Iroquois cash flows are generated from net
operating income, amortization and prepayment from loans and investments, and
the maturity or sale of other earning assets. 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. The Company's liquidity position is enhanced by
the Banks' access to wholesale funding sources including repurchase agreements,
negotiable certificates of deposit, and borrowings from the Federal Home Loan
Bank of New York ("FHLB"). Through the FHLB, the Banks can generally borrow up
to 25% of total assets at various terms and interest rates.
Core deposits, defined as total deposits excluding time deposits of $100,000 or
greater, remain the Company's key funding source, representing 83.3% of total
deposits, and 69.0% of total liabilities at December 31,1999. Short term
non-core liabilities, defined as time deposits of $100,000 or more, repurchase
agreements, and other borrowings maturing in one year or less, totaled $108.1
million at December 31, 1999, compared to $69.4 million at December 31, 1998.
Approximately $10 million of the short term non-core liabilities at December 31,
1999 served as funding for the Company's increase in cash and short term
securities in preparation for potential Year 2000 liquidity demands.
Securities maturing in one year or less, excluding estimated payments from
amortizing securities, totaled $25.6 million at December 31, 1999, or 21.8% of
the total securities portfolio. Securities available for sale at December 31,
1998 totaled $65.9 million, or 11.1% of total assets.
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 1999,operating activities
generated cash flows of $8.3 million, while financing activities provided $45.8
million. Investing activities, primarily net investments in loans and
securities, used $54.0 million, resulting in a small increase in cash and cash
equivalents of $46,000 in 1999.
While many factors, such as economic and competitive influences, customer demand
for loans and deposits, bank reputation and market share, affect the Company's
ability to effectively manage its liquidity, management believes the Company has
sufficient liquidity to meet its current obligations and is not aware of any
trends, events, or uncertainties that will have or that are reasonably likely to
have a material adverse effect on the Company's liquidity, capital resources, or
operations.
MARKET RISK AND INTEREST RATE RISK
Market risk is the risk of loss from adverse changes in market prices and rates.
The Company's primary market risk exposure relates to its sensitivity to
interest rate changes. Other types of market risk, such as foreign currency
exchange 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
21
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
Table 10 -- NET PORTFOLIO VALUE ANALYSIS
- --------------------------------------------------------------------------------
(dollars in thousands) At December 31, 1999
- --------------------------------------------------------------------------------
Change in interest rate Estimated Change in NPV
(basis points) NPV Amount %
- --------------------------------------------------------------------------------
+200 $46,056 (12,554) (21.4)%
+100 52,457 (6,153) (10.5)
0 58,610 -- --
-100 63,200 4,590 7.8
-200 66,770 8,160 13.9
- --------------------------------------------------------------------------------
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 reflecting a gradual change in rates of up to 200 basis points. At
December 31, 1999, 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 uses a net portfolio value ("NPV") analysis as another means of
measuring and monitoring its interest rate risk. NPV 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,
1999, 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. 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, 1999, the one year cumulative gap position was $53.1
million liability sensitive, or 8.9% of total assets, compared to a net
liability sensitive position of $19.9 million, or 3.6% of assets, at December
31, 1998. While the one year gap position remains within the Company's
established risk guideline of 10%, the Company reflects a more liability
sensitive position, principally due to an increase in longer term assets as well
as an increase at year end 1999 of borrowings due within the one year time
frame. In preparation for potential Y2K liquidity needs, the Company added
approximately $10 million in FHLB advances, maturing primarily in the first
quarter of 2000, to fund an increase in cash on hand and in short term liquidity
over the last quarter of 1999. During the first three months of 2000, cash on
hand will be returned and borrowing positions will be reduced or extended to
improve the Company's net liability sensitive position.
Because the cumulative gap analysis is only 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 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
22
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
<TABLE>
<CAPTION>
Table 11 -- INTEREST RATE SENSITIVITY TABLE
- --------------------------------------------------------------------------------------------------
At December 31,1999
- --------------------------------------------------------------------------------------------------
0 - 3 4 - 12 1 - 5 Over 5
(dollars in thousands) Months Months Years Years Total
- --------------------------------------------------------------------------------------------------
Interest-sensitive assets:
Mortgage loans:
<S> <C> <C> <C> <C> <C>
Residential $ 21,902 48,357 129,108 90,109 289,476
Commercial 9,579 6,261 19,247 1,842 36,929
Consumer and commercial loans 54,235 12,058 33,136 10,295 109,724
Securities 18,234 13,816 46,288 9,922 88,260
Mortgage-backed securities 1,960 12,265 9,867 4,607 28,699
Other assets -- 5,207 -- -- 5,207
- --------------------------------------------------------------------------------------------------
Total interest-sensitive assets $ 105,910 97,964 237,646 116,775 558,295
- --------------------------------------------------------------------------------------------------
Interest-sensitive liabilities:
Deposits:
Savings and NOW accounts 5,485 16,271 49,795 66,642 138,193
Money market accounts 2,180 6,540 16,523 20,653 45,896
Time deposits 97,035 87,465 62,014 167 246,681
Borrowings 21,542 20,500 49,000 1,445 92,487
- --------------------------------------------------------------------------------------------------
Total interest-sensitive liabilities $ 126,242 130,776 177,332 88,907 523,257
- --------------------------------------------------------------------------------------------------
Interest rate sensitivity gap $ (20,332) (32,812) 60,314 27,868 35,038
Cumulative interest rate
sensitive gap $ (20,332) (53,144) 7,170 35,038
- --------------------------------------------------------------------------------------------------
Cumulative gap to total assets:
at December 31,1999 (3.4)% (8.9) 1.2 5.9
at December 31,1998 3.6% (3.6) 7.0 7.0
- --------------------------------------------------------------------------------------------------
</TABLE>
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. Although such activities are
permissible with approval of the Board of Directors, the Company does not intend
to engage in such activities in the immediate future.
IMPACT OF INFLATION
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles, which requires the measurement of
financial position and operating results in terms of historical dollars without
considering the changes in the relative purchasing power of money over time due
to inflation. The impact of inflation is reflected in the increased cost of the
Company's operations. Unlike industrial companies, nearly all of the assets and
liabilities of the Company are monetary in nature. As a result, interest rates
have a greater impact on the Company's performance than do the effects of
general levels of inflation. Interest rates do not necessarily move in the same
direction or to the same extent as the price of goods and services.
YEAR 2000
Throughout 1999, the Company's Year 2000 ("Y2K") Committee, with the support of
Senior Management and the Company's Board of Directors, continued its activities
relating to preparation for the century date change. Beginning in 1997, and
continuing through 1998 and 1999, the Committee conducted its activities under
the five step framework recommended by the Federal Financial Institutions
Examination Council ("FFIEC"). The five phases of the project included:
awareness, assessment, renovation, validation, and implementation. The goal of
the project was to minimize the potential for significant operational problems
and significant impact on the Company's financial condition, results of
operations or cash flow. The project particularly focused on problems that could
be caused by date-sensitive software used by the Company, its
23
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Management's Discussion and Analysis
vendors or its customers. In addition, the project included the formulation of a
business resumption contingency plan to assure business continuation in the
event of Year 2000 systems failures.
The century date change passed uneventfully with all of the Company's operating
systems functioning normally and with no disruption in service to our customers.
The Y2K Committee will continue to monitor and review system performance
throughout 2000, primarily in reference to critical dates that have been
identified by the FFIEC.
The Company met its Y2K compliance commitment without incurring significant
incremental expenses. Iroquois and its Banks did, however, expend considerable
staff and management time on Y2K activities, allowing less time to be spent in
other areas, such as new product development and technology enhancements.
Management anticipates that the resources previously devoted to Y2K can now be
redeployed to focus on new opportunities and initiatives.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133,"Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. During the second quarter of 1999, the FASB issued SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities--Deferral of
the Effective Date of FASB Statement No. 133." SFAS No. 137 defers the effective
date of SFAS No. 133 by one year from fiscal years beginning after June 15,
1999, to fiscal years beginning after June 15,2000. Management is currently
evaluating the impact, if any, of this Statement on the Company's Consolidated
Financial Statements.
24
<PAGE>
- --------------------------------------------------------------------------------
Consolidated Financial Statements
25
<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 establishes and monitors 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 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
Vice Chairman, Treasurer and
President and Chief Executive Officer Chief Financial Officer
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders of Iroquois Bancorp, Inc.:
We have audited the accompanying consolidated balance sheets of Iroquois
Bancorp, Inc. and subsidiaries as of December 31, 1999 and 1998, and the related
consolidated statements of income, shareholders' equity and comprehensive
income, and cash flows for each of the years in the three-year period ended
December 31, 1999. 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, 1999 and 1998 and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1999, in conformity with generally accepted accounting
principles.
/s/ KPMG LLP
Syracuse, New York
January 21, 2000
26
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Consolidated Balance Sheets
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
December 31,
- --------------------------------------------------------------------------------------------
(dollars in thousands,
except share data) 1999 1998
- --------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
Cash and due from banks $ 13,410 9,571
Federal funds sold and
Interest bearing deposits with
other financial institutions 2,600 6,393
Securities available for sale, at fair value 65,810 61,431
Securities held to maturity (fair value of
$50,476 in 1999 and $47,717 in 1998) 51,149 47,056
Loans 436,129 404,092
Less allowance for loan losses 3,269 3,815
- --------------------------------------------------------------------------------------------
Loans, net 432,860 400,277
Premises and equipment, net 9,180 8,070
Federal Home Loan Bank Stock, at cost 5,438 4,079
Accrued interest receivable 3,757 3,822
Other assets 10,922 6,721
- --------------------------------------------------------------------------------------------
Total Assets $ 595,126 547,420
- --------------------------------------------------------------------------------------------
LIABILITIES
Savings and time deposits $ 430,770 412,334
Demand deposits 30,345 30,905
Borrowings 92,487 61,591
Accrued expenses and other liabilities 2,639 4,248
- --------------------------------------------------------------------------------------------
Total Liabilities $ 556,241 509,078
- --------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Preferred Stock, $1.00 par value, 3,000,000 shares authorized;
none issued and outstanding -- --
Common Stock, $1.00 par value; 6,000,000 shares authorized;
2,426,880 and 2,409,980 shares issued in 1999
and 1998, respectively 2,427 2,410
Additional paid-in capital 9,620 9,303
Retained earnings 30,208 26,557
Accumulated other comprehensive income (loss) (849) 490
Treasury stock at cost,120,000 shares in 1999 (2,242) --
Unallocated shares of Employee Stock Ownership Plan (ESOP) (279) (418)
- --------------------------------------------------------------------------------------------
Total Shareholders' Equity $ 38,885 38,342
- --------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $ 595,126 547,420
- --------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
27
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Consolidated Statements of Income
- --------------------------------------------------------------------------------
Year ended December 31,
- --------------------------------------------------------------------------------
(dollars in thousands,
except share data) 1999 1998 1997
- --------------------------------------------------------------------------------
Interest income:
Loans $33,259 32,401 30,579
Securities 6,984 6,421 6,606
Other 574 582 337
- --------------------------------------------------------------------------------
40,817 39,404 37,522
- --------------------------------------------------------------------------------
Interest expense:
Deposits 16,204 16,152 15,457
Borrowings 4,489 3,067 1,760
- --------------------------------------------------------------------------------
20,693 19,219 17,217
- --------------------------------------------------------------------------------
Net interest income 20,124 20,185 20,305
Provision for loan losses 1,509 1,470 1,520
- --------------------------------------------------------------------------------
Net interest income after provision
for loan losses 18,615 18,715 18,785
- --------------------------------------------------------------------------------
Noninterest income:
Service charges 2,782 2,940 2,541
Net gain on sales of securities and loans 39 223 99
Other 828 554 587
- --------------------------------------------------------------------------------
Total noninterest income 3,649 3,717 3,227
- --------------------------------------------------------------------------------
Noninterest expense:
Salaries and employee benefits 7,671 7,564 7,328
Occupancy and equipment 1,745 1,655 1,725
Computer and product service fees 1,613 1,676 1,328
Promotion and marketing 459 461 356
Other real estate expenses 278 345 333
Other 3,555 3,178 3,051
- --------------------------------------------------------------------------------
Total noninterest expense 15,321 14,879 14,121
- --------------------------------------------------------------------------------
Income before income taxes 6,943 7,553 7,891
Income taxes 2,242 2,711 2,994
- --------------------------------------------------------------------------------
Net income 4,701 4,842 4,897
- --------------------------------------------------------------------------------
Preferred stock dividend -- 187 441
- --------------------------------------------------------------------------------
Net income applicable to common shares $ 4,701 4,655 4,456
- --------------------------------------------------------------------------------
Earnings per share:
Basic $ 1.97 1.96 1.89
Diluted 1.96 1.92 1.85
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
28
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Year ended December 31,
- ---------------------------------------------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S> <C> <C> <C>
Net income $ 4,701 4,842 4,897
Adjustments to reconcile net income to net cash provided by operating
activities:
Provision for loan losses 1,509 1,470 1,520
Depreciation and amortization 1,305 883 1,155
Net gain on sales of securities and loans (39) (223) (99)
ESOP shares released for allocation 187 213 237
(Increase) decrease in other assets 2,197 685 (1,482)
Increase (decrease) in other liabilities (1,609) 674 1,226
- ---------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 8,251 8,544 7,454
- ---------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from maturities of available for sale securities 10,188 9,977 6,121
Proceeds from sales of available for sale securities 5,235 11,668 10,637
Proceeds from maturities of held to maturity securities 16,053 15,925 12,732
Purchases of available for sale securities (27,814) (30,437) (23,669)
Purchases of held to maturity securities (14,435) (11,459) (10,896)
Proceeds from sales of loans 2,766 4,090 2,835
Loans made to customers net of principal
payments received (37,746) (36,441) (29,680)
Purchases of bank premises and equipment (1,859) (571) (1,730)
Purchase of corporate owned life insurance (5,000) -- --
Purchase of FHLB stock (1,359) (450) (1,350)
- ---------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (53,971) (37,698) (35,000)
- ---------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Net increase (decrease) in demand deposits,
money market accounts, and savings accounts (9,708) 8,187 (6,907)
Net increase in time deposits 27,584 18,041 13,696
Proceeds of long term borrowings 46,000 51,505 35,000
Repayment of long term borrowings (22,017) (26,520) (12,014)
Net increase (decrease) in other borrowings 6,913 (13,558) 1,642
Cash dividends (1,050) (1,153) (1,289)
Purchase of treasury stock (2,242) -- --
Net proceeds from exercise of stock options,
and related tax benefit 286 285 366
Redemption of preferred stock -- (4,863) (140)
Stock purchased for ESOP -- (289) --
- ---------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 45,766 31,635 30,354
- ---------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 46 2,481 2,808
Cash and cash equivalents at beginning of year 15,964 13,483 10,675
- ---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 16,010 15,964 13,483
- ---------------------------------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 20,428 19,036 17,071
Income taxes 4,079 2,145 2,082
Supplemental schedule of noncash investing activities:
Additions to other real estate 896 608 420
Transfer of available for sale securities to
held to maturity securities 5,744 -- --
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
29
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Consolidated Statements of Shareholders' Equity and Comprehensive Income
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Unallocated
Accumulated Shares of
Additional Other Stock
(dollars in thousands, Preferred Common Paid-In Retained Comprehensive Treasury Ownership
except share data) Stock Stock Capital Earnings Income (Loss) Stock Plans Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1996 $ 50 2,368 13,520 19,260 56 -- (452) 34,802
- -----------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
Net income -- -- -- 4,897 -- -- -- 4,897
Change in net unrealized gain on
securities, net of taxes -- -- -- -- 157 -- -- 157
Total comprehensive income 5,054
------
Allocation of common stock
under stock ownership plans -- -- 67 -- -- -- 169 236
Preferred stock redemption
(1,408 shares) (1) -- (139) -- -- -- -- (140)
Stock options exercised -- 9 93 -- -- -- -- 102
Stock issued-dividend
reinvestment plan -- 12 252 -- -- -- -- 264
Cash dividends declared:
Common stock -- -- -- (848) -- -- -- (848)
Preferred stock -- -- -- (441) -- -- -- (441)
- -----------------------------------------------------------------------------------------------------------------------------------
Balances at December 31, 1997 $ 49 2,389 13,793 22,868 213 -- (283) 39,029
- -----------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
Net income -- -- -- 4,842 -- -- -- 4,842
Change in net unrealized gain (loss)
on securities available for sale,
net of taxes -- -- -- -- 277 -- -- 277
Total comprehensive income 5,119
------
Allocation of common stock
under stock ownership plans -- -- 60 -- -- -- 154 214
Preferred stock redemption
(48,631 shares) (49) -- (4,814) -- -- -- -- (4,863)
Stock options exercised -- 21 264 -- -- -- -- 285
Stock purchased for ESOP -- -- -- -- -- -- (289) (289)
Cash dividends declared:
Common stock -- -- -- (966) -- -- -- (966)
Preferred stock -- -- -- (187) -- -- -- (187)
- -----------------------------------------------------------------------------------------------------------------------------------
Balances at December 31, 1998 $ -- 2,410 9,303 26,557 490 -- (418) 38,342
- -----------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
Net income -- -- -- 4,701 -- -- -- 4,701
Change in net unrealized gain (loss)
on securities available for sale,
net of taxes -- -- -- -- (1,339) -- -- (1,339)
Total comprehensive income 3,362
------
Treasury stock purchased
(120,000 shares) -- -- -- -- -- (2,242) -- --
Allocation of common stock
under stock ownership plan -- -- 48 -- -- -- 139 187
Stock options exercised -- 17 269 -- -- -- -- 286
Cash dividends declared -- -- -- (1,050) -- -- -- (1,050)
- -----------------------------------------------------------------------------------------------------------------------------------
Balances at December 31, 1999 $ -- 2,427 9,620 30,208 (849) (2,242) (279) 38,885
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
30
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
(1) Business
Iroquois Bancorp, Inc. ("Iroquois"), a corporation organized under the laws
of New York, commenced operations in 1990. Iroquois, through its two banking
institutions and their respective subsidiaries, provides financial services
primarily to individuals and small to medium-sized businesses in a three 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.
(2) Summary of Significant Accounting Policies
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 disclosure of contingent assets and liabilities
and the reported amounts of revenues and expenses for the period. Actual results
could differ from those estimates.
Principles of Consolidation -- The consolidated financial statements include the
accounts of Iroquois and its wholly-owned subsidiaries, Cayuga Bank and
subsidiaries ("Cayuga") and The Homestead Savings (FA) and subsidiary
("Homestead"), collectively referred to herein as the "Company. "All significant
intercompany accounts and transactions are eliminated in consolidation.
Securities -- The Company classifies its investment 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.
Held to maturity securities are recorded at amortized cost. Available for
sale securities are recorded at fair value. 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 component of accumulated other comprehensive
income (loss) in shareholders' equity until realized. Transfers of securities
between categories are recorded at fair value at the date of transfer.
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. Purchases and sales are recorded
on a trade date basis with settlement occurring shortly thereafter. 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 origination costs. 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 fully funded
status. Also, the Company originates some residential fixed-rate mortgages with
terms exceeding 20 years with the intent to sell. 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. The Company typically retains the servicing rights to mortgages
sold.
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.
When a loan is placed on nonaccrual status, previously accrued and uncollected
interest is reversed against current period interest income. Subsequent
recognition of income occurs only to the extent payment is received. Nonaccrual
loans generally are restored to an accrual basis when principal and interest
payments become current or when the loan becomes well secured and is in the
process of collection.
31
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
Loan origination fees and certain direct loan origination 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 status.
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 allowance 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 inherent in the portfolio.
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.
Impairment losses are included as a component of the allowance for loan losses.
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 greater than
$100,000 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. The Company recognizes interest income on impaired loans
using the cash basis of income recognition. Cash receipts on impaired loans are
generally applied according to the terms of the loan agreement, or as a
reduction of principal, based upon management judgment and the related factors
discussed above.
The allowance for loan losses is maintained at a level believed by
management to be sufficient to absorb probable 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 estimate 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 the properties are charged to expense as
incurred.
Intangible Asset -- Other assets include an intangible asset representing the
premium paid in connection with the May 1996 acquisition of three branches from
an unrelated bank. The premium of $3,138,000 is being amortized over the
expected useful life of seven years on a straight-line basis. Accumulated
amortization was $1,642,000 and $1,193,000 at December 31, 1999 and 1998,
respectively. 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.
32
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
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 sponsors various defined contribution retirement
plans under which the Company accrues contributions due under the terms of these
plans.
Other Postretirement 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 -- The Company continues to apply the intrinsic
value-based method of accounting prescribed by Accounting Principles Board
Opinion No.25,"Accounting for Stock Issued to Employees" ("APB 25"),in
accounting for its stock-based compensation plans. Disclosures in the footnotes
to the financial statements provide pro forma net income and earnings per share
information as if the Company had adopted the fair value based method of
Statement of Financial Accounting Standards ("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 temporary 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 temporary differences are expected
to be recovered or settled and tax carryforwards are expected to be utilized.
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.
Comprehensive Income -- Comprehensive income represents net income and the net
change in unrealized gains or losses on securities available for sale, net of
taxes, and is presented in the Consolidated Statements of Shareholders' Equity
and Comprehensive Income.
The following summarizes the components of other comprehensive income for
the years ended December 31, 1999, 1998, and 1997:
- --------------------------------------------------------------------------------
Years ended December 31,
- --------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997
- --------------------------------------------------------------------------------
Other comprehensive income, before tax:
Net unrealized holding gain (loss) on
securities arising during the period $(2,195) 665 353
Reclassification adjustment for net
realized gains included in net income (30) (202) (93)
- --------------------------------------------------------------------------------
Other comprehensive income (loss), before tax (2,225) 463 260
Related income tax expense (benefit) (886) 186 103
- --------------------------------------------------------------------------------
Other comprehensive income (loss), net of tax $(1,339) 277 157
- --------------------------------------------------------------------------------
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.
Earnings per Share -- Basic earnings per share is calculated by dividing net
income available to common shareholders by the weighted average number of common
shares outstanding during the year. Diluted earnings per share also includes the
maximum dilutive effect of stock issuable upon conversion of stock options,
using the treasury stock
33
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
method. Unallocated shares held by the Company's Employee Stock Ownership Plan
("ESOP") are not included in the weighted average number of common shares
outstanding.
Segment Reporting -- During 1998,the Company adopted SFAS No.131 "Disclosures
About Segments of an Enterprise and Related Information. "This statement
requires the Company to report financial and other information about key
revenue-producing segments of the Company for which such information is
available and is utilized by the chief operating decision maker. Specific
information to be reported for individual segments include profit and loss,
certain revenue and expense items, and total assets. A reconciliation of segment
financial information to amounts reported in the financial statements is also
provided.
The Company's operations are solely in the financial services industry and
include the provision of traditional commercial banking services. The Company
operates solely in the geographical regions of Cayuga, Oswego, and Oneida
counties and surrounding areas in New York State. The Company has identified
separate operating segments, in addition to traditional commercial banking,
however, these segments did not meet the quantitative thresholds for separate
disclosure.
(3) Securities
The amortized cost and fair value of securities available for sale and
securities held to maturity at December 31, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
1999 1998
- -------------------------------------------------------------------------------------------
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 $40,138 39,413 40,172 40,734
State and municipal obligations 8,129 7,801 6,959 7,090
Corporate bonds 4,816 4,840 3,362 3,471
Mortgage-backed securities 8,542 8,351 7,120 7,179
Other 5,493 5,405 3,000 2,957
- -------------------------------------------------------------------------------------------
$67,118 65,810 60,613 61,431
- -------------------------------------------------------------------------------------------
Securities held to maturity:
U.S. Government & agencies obligations $ 1,026 1,013 -- --
State and municipal obligations 5,980 5,986 5,818 5,903
Corporate bonds 23,795 23,436 25,893 26,190
Mortgage-backed securities 20,348 20,041 15,345 15,624
- -------------------------------------------------------------------------------------------
$51,149 50,476 47,056 47,717
- -------------------------------------------------------------------------------------------
Securities with an amortized cost of $73,992,000 (fair value of
$72,456,000) at December 31, 1999 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, 1999 and 1998 were as
follows:
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
1999 1998
- ------------------------------------------------------------------------------------------------------------------------
Unrealized Unrealized Unrealize Unrealized
(dollars in thousands) Gains Losses Gains Losses
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Securities available for sale:
U.S. Government & agencies obligations $ 62 787 624 62
State and municipal obligations 2 330 134 3
Corporate bonds 68 44 111 2
Mortgage-backed securities 4 195 68 9
Other -- 88 -- 43
- ------------------------------------------------------------------------------------------------------------------------
$ 136 1,444 937 119
- ------------------------------------------------------------------------------------------------------------------------
Securities held to maturity:
U.S.Government & agencies obligations $ -- 13 -- --
State and municipal obligations 13 7 85 --
Corporate bonds 5 364 298 1
Mortgage-backed securities 68 375 327 48
- ------------------------------------------------------------------------------------------------------------------------
$ 86 759 710 49
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
34
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
Maturities of debt securities classified as available for sale and held to
maturity at December 31, 1999 were as follows:
- --------------------------------------------------------------------------------
Amortized Fair
(dollars in thousands) Cost Value
- --------------------------------------------------------------------------------
Securities available for sale:
Maturing within one year $ 15,477 15,354
Maturing after one but within five years 27,534 26,825
Maturing after five but within ten years 7,731 7,465
Maturing after ten years 7,834 7,815
- --------------------------------------------------------------------------------
58,576 57,459
Mortgage-backed securities 8,542 8,351
- --------------------------------------------------------------------------------
$ 67,118 65,810
- --------------------------------------------------------------------------------
Securities held to maturity:
Maturing within one year $ 9,464 9,458
Maturing after one but within five years 19,428 19,069
Maturing after five but within ten years 1,577 1,576
Maturing after ten years 332 332
- --------------------------------------------------------------------------------
30,801 30,435
Mortgage-backed securities 20,348 20,041
- --------------------------------------------------------------------------------
$ 51,149 50,476
- --------------------------------------------------------------------------------
Proceeds from sales of available for sale securities were $5,235,000 in
1999, $11,668,000 in 1998, and $10,637,000 in 1997. The gross realized gains and
gross realized losses on those sales were $35,000 and $5,000 in 1999,$202,000
and $0 in 1998, and $105,000 and $12,000 in 1997, respectively.
(4) Loans
Loans at December 31, 1999 and 1998 were as follows:
- --------------------------------------------------------------------------------
(dollars in thousands) 1999 1998
- --------------------------------------------------------------------------------
Loans secured by first mortgages on real estate:
Residential (1-4 Family):
Conventional $ 287,090 252,319
VA insured 687 929
FHA insured 668 858
Commercial 36,929 39,496
- --------------------------------------------------------------------------------
325,374 293,602
- --------------------------------------------------------------------------------
Other loans:
Consumer loans 47,686 44,826
Home equity lines of credit 25,305 26,221
Education loans 310 436
Commercial business loans 35,601 37,573
- --------------------------------------------------------------------------------
108,902 109,056
- --------------------------------------------------------------------------------
Total loans 434,276 402,658
Net deferred origination costs and unearned discount 1,853 1,434
Allowance for loan losses (3,269) (3,815)
- --------------------------------------------------------------------------------
$ 432,860 400,277
- --------------------------------------------------------------------------------
The Company serviced mortgage loans for others aggregating approximately
$12,304,000, and $12,300,000 at December 31, 1999 and 1998, respectively.
35
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
Transactions in the allowance for loan losses for the years ended December
31, 1999, 1998, and 1997 were as follows:
- --------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997
- --------------------------------------------------------------------------------
Balance at January 1 $ 3,815 3,285 3,389
Provision for loan losses 1,509 1,470 1,520
Charge-offs (2,299) (1,061) (1,808)
Recoveries 244 121 184
- --------------------------------------------------------------------------------
Balance at December 31 $ 3,269 3,815 3,285
- --------------------------------------------------------------------------------
Impaired loans were $412,000 and $2,951,000 at December 31, 1999 and
1998, respectively.At December 31, 1999, the related allowance for these
impaired loan losses was $198,000. At December 31, 1998, impaired loans included
$1,175,000 of loans for which the related allowance for loan losses was
$554,000. The average recorded investment in impaired loans was $1,997,000,
$3,063,000, and $2,256,000 for the years ended December 31, 1999, 1998, and
1997, respectively. The effect on interest income for impaired loans was not
material to the accompanying consolidated financial statements for the years
ended December 31, 1999, 1998, and 1997.
Loans on nonaccrual status amounted to $2,759,000 at December 31, 1999, and
$5,255,000 at December 31, 1998, including the impaired loans described above.
The effect of nonaccrual loans on interest income for the years ended December
31, 1999, 1998, and 1997 is not material to the accompanying consolidated
financial statements. Other real estate owned amounted to $433,000 at December
31, 1999 and $665,000 at December 31, 1998, and is included in other assets in
the accompanying consolidated balance sheets.
A summary of the changes in outstanding loans to members of the board of
directors and officers of the Company, or their interests, follows:
- --------------------------------------------------------------------------------
Years ended December 31,
- --------------------------------------------------------------------------------
(dollars in thousands) 1999 1998
- --------------------------------------------------------------------------------
Balance at beginning of year $ 1,753 4,334
New loans and increase in existing loans 557 551
Loan principal repayments (521) (3,132)
- --------------------------------------------------------------------------------
Balance at end of year $ 1,789 1,753
- --------------------------------------------------------------------------------
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.
(5) Premises and Equipment
A summary of premises and equipment at December 31, 1999 and 1998 follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
December 31,1999 December 31,1998
- ----------------------------------------------------------------------------------------------------------------------------------
Accumulated Accumulated
Depreciation Depreciation
(dollars in thousands) Cost & Amortization Net Cost & Amortization Net
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Land $ 1,324 -- 1,324 1,008 -- 1,008
Bank premises 9,284 2,848 6,436 8,308 2,593 5,715
Furniture, fixtures & equipment 5,829 4,409 1,420 5,301 3,954 1,347
- ----------------------------------------------------------------------------------------------------------------------------------
Total $16,437 7,257 9,180 14,617 6,547 8,070
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Depreciation and amortization expense amounted to $750,000, $671,000, and
$673,000 for the years ended December 31, 1999, 1998, and 1997, respectively.
36
<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, 1999 and 1998
follows:
- --------------------------------------------------------------------------------
1999 1998
- --------------------------------------------------------------------------------
(dollars in thousands) Amount Amount
- --------------------------------------------------------------------------------
Savings accounts $ 96,921 105,717
Time deposits 246,681 219,097
Money market accounts 45,896 46,066
Interest bearing checking 41,272 41,454
- --------------------------------------------------------------------------------
$430,770 412,334
- --------------------------------------------------------------------------------
Contractual maturities of time deposits at December 31, 1999 were as
follows:
- --------------------------------------------------------------------------------
1999
- --------------------------------------------------------------------------------
(dollars in thousands) Amount %
- --------------------------------------------------------------------------------
Under 12 months $ 184,487 74.8
12 months to 24 months 45,922 18.6
24 months to 36 months 7,560 3.1
36 months to 48 months 3,742 1.5
48 months to 60 months 4,804 1.9
Thereafter 166 .1
- --------------------------------------------------------------------------------
$246,681 100.0
- --------------------------------------------------------------------------------
Time deposits issued in amounts of $100,000 or more were approximately
$77,000,000 and $56,000,000 at December 31, 1999 and 1998, respectively.
Interest expense by depositor account type for the years ended December 31,
1999, 1998, and 1997 was as follows:
- --------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997
- --------------------------------------------------------------------------------
Savings accounts $ 2,367 2,650 2,911
Time deposits 11,825 11,417 10,591
Money market accounts 1,604 1,653 1,446
Interest bearing checking 408 432 509
- --------------------------------------------------------------------------------
$16,204 16,152 15,457
- --------------------------------------------------------------------------------
Interest expense on time deposits of $100,000 or more amounted to
$3,401,000, $2,749,000, and $2,272,000, for the years ended December
31,1999, 1998, and 1997, respectively.
(7) Borrowings
Borrowings consisted of the following at December 31, 1999 and 1998:
- --------------------------------------------------------------------------------
(dollars in thousands) 1999 1998
- --------------------------------------------------------------------------------
Federal Home Loan Bank Line of Credit $ 4,300 --
Federal Home Loan Bank Term Advances 85,445 61,462
Employee Stock Ownership Plan Note 86 129
Securities sold under repurchase agreements 2,656 --
- --------------------------------------------------------------------------------
$92,487 61,591
- --------------------------------------------------------------------------------
The Company maintains a $27,300,000 overnight line of credit with the
Federal Home Loan Bank of New York (FHLB). Advances are payable on demand and
bear interest at the federal funds rate plus 1/8%.The Company also 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 at December 31, 1999 mature as
follows: $35,000,000 in 2000, $25,000,000 in 2001, $15,000,000 in
2002, $8,000,000 in 2003, $1,000,000 in 2004, $1,000,000 in 2006, and $445,000
in 2014 at interest rates ranging from 4.91% to 7.47% (weighted average rate of
5.78%).Under the terms of a blanket collateral agreement with the Federal Home
Loan Bank of New York, these outstanding balances are collateralized by certain
qualifying assets not otherwise pledged (primarily first mortgage loans).
37
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
Information related to the Federal Home Loan Bank Line of Credit for the years
ended December 31, 1999 and 1998 follows:
- --------------------------------------------------------------------------------
(dollars in thousands) 1999 1998
- --------------------------------------------------------------------------------
Outstanding balance at end of year $ 4,300 --
Interest rate at end of year 4.60% --
Maximum outstanding at any month end $27,000 21,600
Average amount outstanding during year 8,103 6,786
Average interest rate during year 5.32% 5.71%
- --------------------------------------------------------------------------------
The ESOP Note consists of a borrowing by the Company's ESOP from a third
party lender. Proceeds of the Note were used to acquire common stock of the
Company. This Note is guaranteed by the Company and is secured by unallocated
shares of the Company's stock held by the ESOP. Payment of this Note is derived
from the Company's contributions to the plan (see note 15). At December 31,
1999, the ESOP Note is payable in annual principal payments of $43,000, in 2000
and 2001, plus interest at the Federal funds rate plus 250 basis points through
2001.
Securities sold under repurchase agreements represent the purchase of
interests in government securities by commercial checking customers which are
repurchased by the Company on the following business day. At December 31, 1999,
the Company had pledged $5,200,000 in U.S. Treasury securities as collateral for
these repurchase agreements.
(8) Income Taxes
Total income tax expense (benefit) for the years ended December 31, 1999,
1998, and 1997 was allocated as follows:
- --------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997
- --------------------------------------------------------------------------------
Income before income taxes $ 2,242 2,711 2,994
Change in shareholders' equity, for
unrealized gain (loss) on securities (886) 186 103
- --------------------------------------------------------------------------------
$ 1,356 2,897 3,097
- --------------------------------------------------------------------------------
For the years ended December 31, 1999, 1998, and 1997, income tax expense
(benefit) attributable to income before income taxes consists of:
- --------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997
- --------------------------------------------------------------------------------
Current:
State $ 209 256 389
Federal 2,149 2,804 2,324
- --------------------------------------------------------------------------------
2,358 3,060 2,713
- --------------------------------------------------------------------------------
Deferred:
State (62) 78 59
Federal (54) (427) 222
- --------------------------------------------------------------------------------
(116) (349) 281
- --------------------------------------------------------------------------------
$ 2,242 2,711 2,994
- --------------------------------------------------------------------------------
Income tax expense attributable to income before income taxes differed
from the amounts computed by applying the U.S. federal statutory income tax rate
of 34% to pretax income as a result of the following:
- --------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997
- --------------------------------------------------------------------------------
Tax expense at statutory rate $ 2,361 2,568 2,683
State taxes, net of Federal benefit 97 220 296
Tax exempt income (233) (109) --
Other 17 32 15
- --------------------------------------------------------------------------------
Actual income tax expense $ 2,242 2,711 2,994
- --------------------------------------------------------------------------------
38
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
The tax effects of temporary differences that gave rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31,1999 and 1998 were as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(dollars in thousands) 1999 1998
- --------------------------------------------------------------------------------------------------
Deferred tax assets:
<S> <C> <C>
Intangible assets $ 341 254
Financial statement allowance for loan losses 1,273 1,524
Postretirement benefits other than pension 199 177
Net unrealized loss on securities 558 --
Other 259 224
- --------------------------------------------------------------------------------------------------
Total gross deferred tax assets 2,630 2,179
- --------------------------------------------------------------------------------------------------
Deferred tax liabilities:
Bond discount 85 87
Undistributed earnings of Subsidiary 194 355
Tax loan loss reserve in excess of base year reserve 232 289
Net unrealized gain on securities -- 328
Other 38 41
- --------------------------------------------------------------------------------------------------
Total gross deferred liabilities 549 1,100
- --------------------------------------------------------------------------------------------------
Net deferred tax asset $ 2,081 1,079
- --------------------------------------------------------------------------------------------------
</TABLE>
Realization of deferred tax assets is dependent upon the generation of
future taxable income or the existence of sufficient taxable income within a
loss carry back period. A valuation allowance is recognized 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.
In accordance with SFAS No.109,the Company has not recognized deferred tax
liabilities with respect to the Banks' Federal and state base-year reserves of
approximately $2,038,000 at December 3,1999,since the Company does not expect
that these amounts will become taxable in the foreseeable future. Under the tax
laws, as amended, events that would result in taxation of these reserves include
redemptions of the Banks' stock or certain excess distributions to the holding
company. The unrecognized deferred tax liability at December 31,1999 with
respect to the base-year reserve was approximately $815,000.
(9) Regulatory Capital Matters
The Company and its subsidiary financial institutions 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, Iroquois, 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 that each of the entities maintain minimum amounts and ratios (set forth
in the table below) of Tier 1 capital to average assets, and total and Tier 1
capital to risk-weighted assets (all as defined in the applicable regulations).
Management believes, as of December 31, 1999, that Iroquois, Cayuga, and
Homestead, met all capital adequacy requirements to which each is subject.
The most recent notifications from the Federal Reserve Bank of New York
(FRB), the Federal Deposit Insurance Corporation (FDIC), and the Office of
Thrift Supervision (OTS) categorized Iroquois, Cayuga, and Homestead,
respectively, as well capitalized under regulatory guidelines. To be categorized
as well capitalized, Iroquois (consolidated),
39
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
Cayuga, and Homestead must maintain the minimum ratios as set forth in the
table. There have been no conditions or events since that notification that
management believes have changed the capital category of the institutions.
Actual capital amounts and ratios as of December 31, 1999 and 1998, are
presented in the following table:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
As of December 31,1999:
- -------------------------------------------------------------------------------------------------------
For Capital
Actual Adequacy Purposes
- -------------------------------------------------------------------------------------------------------
(dollars in thousands) Amount Ratio Amount Ratio
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total Capital (to Risk Weighted Assets):
- -------------------------------------------------------------------------------------------------------
Consolidated $41,454 11.49% 28,853 greater or equal to 8.0
Cayuga 33,350 11.69 22,826 greater or equal to 8.0
Homestead 7,467 10.62 5,622 greater or equal to 8.0
Tier 1 Capital (to Risk Weighted Assets):
- -------------------------------------------------------------------------------------------------------
Consolidated $38,185 10.59% 14,426 greater or equal to 4.0
Cayuga 30,311 10.62 11,413 greater or equal to 4.0
Homestead 7,298 10.38 2,811 greater or equal to 4.0
Tier 1 Capital (to Average Assets):
- -------------------------------------------------------------------------------------------------------
Consolidated $38,185 6.35% 24,058 greater or equal to 4.0
Cayuga 30,311 6.62 18,304 greater or equal to 4.0
Homestead 7,298 5.98 4,883 greater or equal to 4.0
Tangible Capital (to Adjusted Average Assets):
- -------------------------------------------------------------------------------------------------------
Consolidated $38,185 6.37% N/A --
Cayuga 30,311 6.65 N/A --
Homestead 7,298 5.98 1,831 greater or equal to 1.5
- -------------------------------------------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------------------------------------------
To Be Well
Capitalized
- ----------------------------------------------------------------------------------------
(dollars in thousands) Amount Ratio
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Total Capital (to Risk Weighted Assets):
- ----------------------------------------------------------------------------------------
Consolidated 36,066 greater or equal to 10.0
Cayuga 28,532 greater or equal to 10.0
Homestead 7,028 greater or equal to 10.0
Tier 1 Capital (to Risk Weighted Assets):
- ----------------------------------------------------------------------------------------
Consolidated 21,640 greater or equal to 6.0
Cayuga 17,119 greater or equal to 6.0
Homestead 4,217 greater or equal to 6.0
Tier 1 Capital (to Average Assets):
- ----------------------------------------------------------------------------------------
Consolidated N/A --
Cayuga 22,880 greater or equal to 5.0
Homestead 6,103 greater or equal to 5.0
Tangible Capital (to Adjusted Average Assets):
- ----------------------------------------------------------------------------------------
Consolidated N/A --
Cayuga N/A --
Homestead N/A --
- ----------------------------------------------------------------------------------------
</TABLE>
N/A - Not Applicable
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
As of December 31,1998:
- --------------------------------------------------------------------------------------------------------
For Capital
Actual Adequacy Purposes
- --------------------------------------------------------------------------------------------------------
(dollars in thousands) Amount Ratio Amount Ratio
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total Capital (to Risk Weighted Assets):
- --------------------------------------------------------------------------------------------------------
Consolidated $40,212 11.65% 27,609 greater or equal to 8.0
Cayuga 32,120 11.59 22,077 greater or equal to 8.0
Homestead 7,278 11.12 5,237 greater or equal to 8.0
Tier 1 Capital (to Risk Weighted Assets):
- --------------------------------------------------------------------------------------------------------
Consolidated $36,397 10.55% 13,804 greater or equal to 4.0
Cayuga 28,526 10.34 11,039 greater or equal to 4.0
Homestead 7,057 10.78 2,618 greater or equal to 4.0
- --------------------------------------------------------------------------------------------------------
Tier 1 Capital (to Average Assets):
Consolidated $36,397 6.70% 21,730 greater or equal to 4.0
Cayuga 28,526 6.82 16,729 greater or equal to 4.0
Homestead 7,057 6.36 4,438 greater or equal to 4.0
- --------------------------------------------------------------------------------------------------------
Tangible Capital (to Adjusted Average Assets):
Consolidated $36,397 6.72% N/A --
Cayuga 28,526 6.85 N/A --
Homestead 7,057 6.36 1,664 greater or equal to 1.5
- --------------------------------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
To Be Well
Capitalized
- -------------------------------------------------------------------------------------
(dollars in thousands) Amount Ratio
- -------------------------------------------------------------------------------------
<S> <C> <C>
Total Capital (to Risk Weighted Assets):
- -------------------------------------------------------------------------------------
Consolidated 34,511 greater or equal to 10.0
Cayuga 27,596 greater or equal to 10.0
Homestead 6,546 greater or equal to 10.0
Tier 1 Capital (to Risk Weighted Assets):
- -------------------------------------------------------------------------------------
Consolidated 20,708 greater or equal to 6.0
Cayuga 16,558 greater or equal to 6.0
Homestead 3,928 greater or equal to 6.0
Tier 1 Capital (to Average Assets):
- -------------------------------------------------------------------------------------
Consolidated N/A --
Cayuga 20,911 greater or equal to 5.0
Homestead 5,547 greater or equal to 5.0
Tangible Capital (to Adjusted Average Assets):
- -------------------------------------------------------------------------------------
Consolidated N/A --
Cayuga N/A --
Homestead N/A --
- -------------------------------------------------------------------------------------
N/A - Not Applicable
</TABLE>
40
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
(10) Shareholders' Equity
In April 1998, the Company completed the redemption of its Series A
Floating Rate Cumulative Preferred Stock, which resulted in the redemption
during 1998 of 29,999 shares at a cost of $2,999,900. The Company paid dividends
per share on its Series A Preferred Stock of $2.38 and $9.44 for the years ended
December 31,1998 and 1997, respectively.
In October 1998, the Company completed the redemption of its Series B
Floating Rate Cumulative Preferred Stock, which resulted in the redemption
during 1998 of 18,632 shares at a cost of $1,863,200. The Company paid dividends
per share on its Series B Preferred of $6.38 and $8.44 for the years ended
December 31, 1998 and 1997, respectively.
The Company's ability to pay dividends is primarily dependent upon the
ability of its subsidiary banks to pay dividends to the Company. The payment of
dividends by the Banks is subject to continued compliance with minimum
regulatory capital requirements. In addition, regulatory approval is generally
required prior to either Bank declaring dividends in an amount in excess of net
income for that year plus net income retained in the preceding two years.
The Company paid dividends per share on its common stock of $.44, $.40, and
$.36 for the years ended December 31, 1999, 1998, and 1997,respectively.
(11) Earnings per Share
Basic and diluted earnings per share for the years ended December 31, 1999,
1998, and 1997 were computed as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
For Years Ended December 31,
- ----------------------------------------------------------------------------------------------------------
(dollars in thousands, except share data) 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------
BASIC EARNINGS PER SHARE
- ----------------------------------------------------------------------------------------------------------
Net income applicable to common shares:
<S> <C> <C> <C>
Net income $ 4,701 4,842 4,897
Cash dividends on preferred stock -- 187 441
- ----------------------------------------------------------------------------------------------------------
Net income applicable to common shares $ 4,701 4,655 4,456
- ----------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding 2,382,690 2,378,049 2,355,285
- ----------------------------------------------------------------------------------------------------------
Basic earnings per share $ 1.97 1.96 1.89
- ----------------------------------------------------------------------------------------------------------
DILUTED EARNINGS PER SHARE
- ----------------------------------------------------------------------------------------------------------
Net income applicable to common shares $ 4,701 4,655 4,456
- ----------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding 2,382,690 2,378,049 2,355,285
Effect of dilutive securities:
Stock options 22,182 42,754 65,101
- ----------------------------------------------------------------------------------------------------------
Total 2,404,872 2,420,803 2,420,386
- ----------------------------------------------------------------------------------------------------------
Diluted earnings per share $ 1.96 1.92 1.85
- ----------------------------------------------------------------------------------------------------------
</TABLE>
The additional potentially dilutive securities calculation excludes an
average of 44,000 and 22,000 options for the years ended December 31, 1999 and
1998, respectively, because the exercise price of the options was greater than
the average market price.
(12) Retirement Plans
The Company's retirement 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 noncontributory 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, 1999, 1998, and 1997 was $264,000, $301,000, and $246,000,respectively.
41
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
(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 (1) changes in the plan's accumulated benefit
obligation and plan assets, and (2) the plan's funded status reconciled with
amounts recognized in the Company's consolidated balance sheet at December 31,
1999 and 1998:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(dollars in thousands) 1999 1998
- --------------------------------------------------------------------------------
CHANGE IN BENEFIT OBLIGATION
- --------------------------------------------------------------------------------
<S> <C> <C>
Benefit obligation at beginning of year $ 1,040 875
Service cost 17 13
Interest cost 63 66
Participant contributions 15 14
Actuarial loss (158) 131
Benefits paid (58) (59)
- --------------------------------------------------------------------------------
Benefit obligation at end of year $ 919 1,040
- --------------------------------------------------------------------------------
CHANGE IN PLAN ASSETS
- --------------------------------------------------------------------------------
Fair value of assets at beginning of year $ -- --
Employer contributions 43 45
Participant contributions 15 14
Benefits paid (58) (59)
- --------------------------------------------------------------------------------
Fair value of assets at end of year $ -- --
- --------------------------------------------------------------------------------
FUNDED STATUS
- --------------------------------------------------------------------------------
Benefit obligation at end of year $ (919) (1,040)
Unrecognized transition obligation 561 604
Unrecognized net actuarial (gain)/loss (139) 19
- --------------------------------------------------------------------------------
Accrued benefit cost $ (497) (417)
- --------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997
- -------------------------------------------------------------------------------------
COMPONENTS OF NET PERIODIC COST
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost $ 17 13 13
Interest cost 63 66 62
Amortization of unrecognized transition obligation 43 43 41
- -------------------------------------------------------------------------------------
Net periodic cost $ 123 122 116
- -------------------------------------------------------------------------------------
</TABLE>
The postretirement benefit obligation was determined using a discount rate
of 7.5% for 1999 and 6.5% for 1998.
For measurement purposes, a 9% annual rate of increase in the per capita
cost of covered health care benefits was assumed for 1999. The rate was assumed
to decrease gradually to 4.5% for 2009 and remain at that level thereafter. A
one-percentage-point increase or decrease in assumed health care cost trend
rates does not have a material effect on the benefit obligation.
(14) Stock Option Plan
Under the 1988 Plan which terminated in 1998, 55,600 shares of authorized
but unissued common stock had been reserved for the granting of options to key
employees. All options available under the 1988 Plan were granted prior to its
expiration in 1998. Options were granted at the market price of shares at the
date of grant, adjusted when applicable for the effect of changes in
capitalization. Vesting of options was determined by the Company's Stock Option
Committee at the time of grant and expire not later than ten years after the
date of grant.
42
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
The terms, conditions, and provisions of the 1996 Plan are substantially
the same as those of the 1988 Plan. Under the 1996 Plan, 230,000 shares of
authorized but unissued common stock have been reserved for option grants. At
December 31, 1999, there were 126,100 options available for grant under this
Plan.
The following is a summary of the changes in options outstanding:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
1999 1998 1997
- -----------------------------------------------------------------------------------------------------------
Weighted Weighted Weighted
# Average Price # Average Price # Average Price
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Options outstanding, January 1 133,200 $ 15.60 133,944 13.39 122,450 12.62
Granted 24,900 21.90 23,200 25.65 26,900 17.20
Exercised (16,900) 14.00 (21,044) 11.32 (8,606) 11.77
Expired (1,300) 25.65 (2,900) 21.86 (6,800) 16.57
- -----------------------------------------------------------------------------------------------------------
Options outstanding, December 31 139,900 16.88 133,200 15.67 133,944 13.39
- -----------------------------------------------------------------------------------------------------------
Options exercisable, December 31 94,700 13.69 90,500 12.92 73,944 11.23
- -----------------------------------------------------------------------------------------------------------
Shares available for future grants 126,100 -- 149,700 -- 173,600 --
- -----------------------------------------------------------------------------------------------------------
The following summarizes outstanding and exercisable options at December
31, 1999:
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Options Outstanding Options Exercisable
- ------------------------------------------------------------------------------------------------------------
Weighted Average Weighted Weighted
Range of Number Remaining Average Number Average
Exercise Prices Outstanding Contractual Life Exercise Price Exercisable Exercise Price
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 8.80 - 12.68 47,400 5.2 years $11.24 47,400 $11.24
$15.35 - 21.90 72,200 4.5 years $18.12 47,300 $16.13
$25.65 - 25.65 20,300 5.1 years $25.65 -- --
- ------------------------------------------------------------------------------------------------------------
139,900 4.8 years $16.88 94,700 $13.69
- ------------------------------------------------------------------------------------------------------------
Had compensation cost been determined based on the fair value of the
options at the grant dates for awards made under the plans in 1995 and later
years, consistent with the method of SFAS No. 123, the Company's net income and
earnings per share would have been reduced to the pro forma amounts indicated
below:
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
(dollars in thousands, except share data) 1999 1998 1997
- ------------------------------------------------------------------------------------------------------------
Net income:
<S> <C> <C> <C>
As reported $ 4,701 4,842 4,897
Pro forma 4,618 4,768 4,836
- ------------------------------------------------------------------------------------------------------------
Diluted earnings per share:
As reported 1.96 1.92 1.85
Pro forma 1.92 1.89 1.82
- ------------------------------------------------------------------------------------------------------------
The per share weighted average fair value of stock options granted during
1999, 1998, and 1997 of $5.31, $7.45, and $5.43 on the date of grant was
determined using the Black-Scholes option-pricing model with the following
weighted average assumptions:
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
1999 1998 1997
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Expected dividend yield 2.5% 1.6 1.6
Risk free interest rate 4.7% 5.4 6.2
Expected option life 5 years 5 years 5 years
Volatility 24.0% 26.7 27.5
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(15) Employee Stock Ownership Plan
The Company has a noncontributory 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 are based on participant compensation.
In connection with establishing the ESOP, the ESOP borrowed $1,147,000 in
1988 and utilized a Company contribution of $70,000 to acquire 188,260 shares of
the Company's common stock. At December 31, 1998, all of these
43
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
shares had been allocated. Interest incurred by the ESOP on debt applicable to
such shares was $4,000 and $16,000 in 1998 and 1997,respectively.
In 1994, the ESOP borrowed $302,000 from a third party lender and used the
proceeds to purchase 34,188 shares of the Company's common stock. Interest
incurred by the ESOP on this debt was $10,000, $14,000, and $15,000 in
1999, 1998, and 1997, respectively. In 1998, the ESOP borrowed $289,000 from the
Company to purchase an additional 15,000 shares of the Company's common stock.
Through December 31, 1999, a total of 29,420 of the 49,188 shares had been
released to participants. The fair value at December 31, 1999 of unreleased ESOP
shares was $292,000.
ESOP compensation expense was $177,000, $218,000, and $215,000 in 1999,
1998, and 1997, respectively.
(16) 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
$9,438,000 and $12,592,000 at December 31,1999 and 1998,respectively.
Commitments under unused lines of credit were approximately $45,796,000 and
$42,326,000 at December 31, 1999 and 1998, respectively. The majority of these
commitments carry a variable rate of interest.
The Company's loans are primarily to borrowers in the New York counties of
Cayuga and Oneida and their 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.
The Company leases certain property and equipment under operating lease
arrangements. Rent expense under these arrangements amounted to $49,000 in
1999, $32,000 in 1998,and $75,000 in 1997.Real estate taxes, insurance,
maintenance, and other operating expenses associated with leased property are
generally paid by the Company.
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.
(17) 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.
44
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
Loans
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.
FHLB Stock
The carrying value of this instrument, which is redeemable at par,
approximates fair value.
Deposits
The fair values disclosed for demand deposits, 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 deposits is estimated using a discounted cash flow approach that
applies interest rates currently being offered on time deposits to a schedule of
aggregated expected monthly maturities.
These estimated fair values do not include the value of core deposit
relationships which comprise a significant portion of the Company's deposit
base. Management believes that the Company's core deposit relationships provide
a relatively stable low-cost funding source which has a substantial intangible
value separate from the deposit balances.
Borrowings
The fair value of the term advances from the Federal Home Loan Bank is
estimated using a discounted cash flow analysis based on the Company's current
incremental borrowing rate for similar term advances.
Commitments to Extend Credit
The fair values of commitments to extend credit are based on fees currently
charged to enter into similar agreements, the counterparty'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 31,1999 and 1998.
The estimated fair values of the Company's financial instruments as of
December 31, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
1999 1998
- ------------------------------------------------------------------------------------------------------------
Carrying Fair Carrying Fair
(dollars in thousands) Amount Value(1) Amount Value(1)
- ------------------------------------------------------------------------------------------------------------
Financial Assets:
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 16,010 16,010 15,964 15,964
Securities 116,959 116,286 108,487 109,148
Loans, net 432,860 429,738 400,277 419,829
FHLB stock 5,438 5,438 4,079 4,079
- ------------------------------------------------------------------------------------------------------------
Financial Liabilities:
Deposits:
Demand accounts, savings and
money market accounts 214,434 214,434 224,142 224,142
Time deposits 246,681 245,957 219,097 220,175
Borrowings 92,487 91,484 61,591 62,235
- ------------------------------------------------------------------------------------------------------------
</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.
45
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
(18) Parent Company Only Financial Statements
The following presents the financial position of the parent company as of
December 31,1999 and 1998 and the results of its operations and cash flows for
the years ended December 31, 1999, 1998, and 1997:
<TABLE>
<CAPTION>
CONDENSED BALANCE SHEETS
- ----------------------------------------------------------------------------------------------------------------------------------
December 31,
- ----------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands) 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------------
Assets
<S> <C> <C>
Cash and due from banks $ 899 563
Other assets 89 311
Investment in subsidiaries 38,309 38,018
- ----------------------------------------------------------------------------------------------------------------------------------
$ 39,297 38,892
- ----------------------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Borrowings $ 279 418
Other liabilities 133 132
Shareholders' equity 38,885 38,342
- ----------------------------------------------------------------------------------------------------------------------------------
$ 39,297 38,892
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CONDENSED STATEMENTS OF INCOME
- ----------------------------------------------------------------------------------------------------------------------------------
Years ended December 31,
- ----------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Dividends from subsidiaries $ 3,290 5,044 1,250
Other income from subsidiaries 610 706 594
Interest income 25 -- --
- ----------------------------------------------------------------------------------------------------------------------------------
Total income 3,925 5,750 1,844
- ----------------------------------------------------------------------------------------------------------------------------------
Operating expenses 968 810 635
Interest expense 32 18 15
- ----------------------------------------------------------------------------------------------------------------------------------
Total expenses 1,000 828 650
- ----------------------------------------------------------------------------------------------------------------------------------
Income before income taxes and equity in
undistributed income of subsidiaries 2,925 4,922 1,194
Income tax benefit 146 23 --
Equity in undistributed income of subsidiaries 1,630 (103) 3,703
- ----------------------------------------------------------------------------------------------------------------------------------
Net income $ 4,701 4,842 4,897
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CONDENSED STATEMENTS OF CASH FLOWS
- ----------------------------------------------------------------------------------------------------------------------------------
Years ended December 31,
- ----------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands) 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating activities:
Net income $ 4,701 4,842 4,897
Adjustments to reconcile net income to net cash provided by operating
activities:
Equity in undistributed income of subsidiaries (1,630) 103 (3,703)
ESOP shares released for allocation 187 213 237
(Increase) decrease in other assets 222 (194) 72
Increase (decrease) in other liabilities 1 96 22
- ----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 3,481 5,060 1,525
- ----------------------------------------------------------------------------------------------------------------------------------
Financing activities:
Net proceeds from exercise of stock options, and
related tax benefit 286 285 366
Cash dividends (1,050) (1,153) (1,289)
Purchase of treasury stock (2,242) -- --
Redemption of preferred stock -- (4,863) (140)
Stock purchased for ESOP -- (289) --
Increase (decrease) in borrowings (139) 246 (43)
- ----------------------------------------------------------------------------------------------------------------------------------
Net cash used by financing activities (3,145) (5,774) (1,106)
- ----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 336 (714) 419
- ----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year 563 1,277 858
- ----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 899 563 1,277
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
46
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Quarterly Summarized Financial Information (Unaudited)
<TABLE>
<CAPTION>
(dollars in thousands,
except share data) 1999 1998
- ----------------------------------------------------------------------------------------------------
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 $9,826 10,088 10,334 10,569 40,817 $9,647 9,785 9,945 10,027 39,404
Interest expense 4,796 5,021 5,273 5,603 20,693 4,591 4,795 4,915 4,918 19,219
- ----------------------------------------------------------------------------------------------------
Net interest income 5,030 5,067 5,061 4,966 20,124 5,056 4,990 5,030 5,109 20,185
Provision for
loan losses 358 366 376 409 1,509 360 360 387 363 1,470
- ----------------------------------------------------------------------------------------------------
4,672 4,701 4,685 4,557 18,615 4,696 4,630 4,643 4,746 18,715
Noninterest income 787 933 975 954 3,649 815 929 969 1,004 3,717
Noninterest expense 3,751 3,731 3,913 3,926 15,321 3,596 3,626 3,676 3,981 14,879
- ----------------------------------------------------------------------------------------------------
Income before
income taxes 1,708 1,903 1,747 1,585 6,943 1,915 1,933 1,936 1,769 7,553
Income taxes 598 655 559 430 2,242 697 697 705 612 2,711
- ----------------------------------------------------------------------------------------------------
Net income 1,110 1,248 1,188 1,155 4,701 1,218 1,236 1,231 1,157 4,842
Preferred stock
dividend -- -- -- -- -- 111 38 38 -- 187
- ----------------------------------------------------------------------------------------------------
Net income
applicable to
common shares $1,110 1,248 1,188 1,155 4,701 $1,107 1,198 1,193 1,157 4,655
- ----------------------------------------------------------------------------------------------------
Earnings per share:
Basic $ .46 .52 .50 .49 1.97 $ .47 .50 .50 .49 1.96
Diluted .46 .52 .49 .49 1.96 .45 .49 .49 .48 1.92
- ----------------------------------------------------------------------------------------------------
</TABLE>
Summation of the quarterly net income per common share does not necessarily
equal the annual amount due to the averaging effect ofthe number of shares
throughout the year.
- --------------------------------------------------------------------------------
Common Stock Price and Dividend Information (Unaudited)
<TABLE>
<CAPTION>
1999 1998
- -------------------------------------------------------------------------------------------------------------
By Quarter 1 2 3 4 Year 1 2 3 4 Year
- -------------------------------------------------------------------------------------------------------------
Stock price
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High 22 1/2 20 3/4 19 19 1/4 22 1/2 27 26 1/2 25 21 27
Low 20 7/8 17 3/4 17 1/4 14 1/2 14 1/2 24 1/4 24 19 1/2 17 3/4 17 3/4
- -------------------------------------------------------------------------------------------------------------
Dividends .10 .10 .12 .12 .44 .10 .10 .10 .10 .40
- -------------------------------------------------------------------------------------------------------------
</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
31,1999,was 1,240.
47
<PAGE>
IROQUOIS BANCORP, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Directors and Officers/Corporate Data
Iroquois
Bancorp, Inc.
Directors: Officers:
Joseph P.Ganey Richard D. Callahan
Chairman Vice Chairman, President &
Chief Executive Officer
Richard D. Callahan
Vice Chairman, President & Robert B. Bantle
Chief Executive Officer Senior Vice President
Brian D. Baird Marianne R. O'Connor
Attorney, Kavinoky & Cook CPA, Treasurer &
Chief Financial Officer
John Bisgrove, Jr.
President & Owner of Henry M. O'Reilly
Sunrise Farms Director of Internal Audit
Peter J. Emerson W. Anthony Shay, Jr.
Director, Fred L. Emerson Vice President
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
Retired President,
Creative Electric
Cayuga The Homestead
Bank Savings (FA)
Directors: Directors:
Joseph P. Ganey, Chairman Annette M. Dimon
Richard D. Callahan, Vice Chairman David A. Engelbert
John Bisgrove, Jr. Richard R. Griffith
Carol I. Contiguglia Patrick J. Hart
Peter J. Emerson William E. Jakes
Dr .Arthur A. Karpinski Henry D. Morehouse
Martha S. MacKay Richard J. Notebaert,Jr.
Lawrence H. Poole, Ph.D. Edward D. Peterson
Frederick N. Richardson
Lewis E. Springer, II Offices:
Donald E. Staples Main Office
283 Genesee Street
Offices: Utica, NY 13501
Main Office (315) 797-1350
115 Genesee Street
Auburn, NY 13021 New Hartford Office
(315) 252-9521 41 Kellogg Road
New Hartford, NY 13413
Loop Road Office
Auburn, NY 13021 Rome Office
Black River Boulevard
Grant Avenue Office Rome, NY 13440
268 Grant Avenue
Auburn, NY 13021 Waterville Office
129 Main Street
West Genesee Street Office Waterville, NY 13480
355 Genesee Street
Auburn, NY 13021 Clinton Office
Homestead Plaza
Weedsport Office Clinton, NY 13323
9015 North Seneca Street
Weedsport, NY 13166 Old Forge-Loan Center
Green Sleeves Common
Moravia Office Professional Building
142 Main Street Old Forge, NY 13420
Moravia, NY 13118
Lake Placid - Loan Center
Lacona Office Crestview Plaza
1897 Harwood Drive Saranac Ave
Lacona, NY 13083 Lake Placid, NY 12946
- --------------------------------------------------------------------------------
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 27,2000, 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 LLP
113 South Salina Street
Syracuse,NY 13202
Market Makers
(as of year-end)
F.J.Morrissey & Co.,Inc.
Sandler O'Neill & Partners
Knight Securities L.P.
Ryan Beck & Co.Inc.
Spear,Leeds & Kellogg
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
48
<PAGE>
Iroquois Bancorp, Inc. 115 Genesee Street, Auburn, New York 13021
<PAGE>
Iroquois Bancorp, Inc. 1999 Annual Report
<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 (A)
--------------
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Iroquois Bancorp, Inc.:
We consent to incorporation by reference in the registration statements 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 21, 2000,
relating to the consolidated balance sheets of Iroquois Bancorp, Inc. and
subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of income, shareholders' equity and comprehensive income, and cash
flows for each of the years in the three-year period ended December 31, 1999,
which report appears in the December 31, 1999 annual report on Form 10-K of
Iroquois Bancorp, Inc.
/s/KPMG LLP
- ----------------
KPMG LLP
Syracuse, New York
March 10, 2000
<PAGE>
Exhibit 23 (B)
--------------
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Iroquois Bancorp, Inc.:
We consent to incorporation by reference in the Registration Statement No. 33-
36828, on Form S-8 of Iroquois Bancorp, Inc. of our report dated February 25,
2000 relating to the statements of net assets available for benefits of the
Iroquois Bancorp, Inc. 401(k) Savings Plan as of December 31, 1999 and 1998 and
the related statement of changes in net assets available for benefits for the
years then ended and related schedules as of and for the year ended December 31,
1999 which report appears in the December 31, 1999 annual report on Form 10-K of
Iroquois Bancorp, Inc.
/s/The Fagliarone Group, P.C.
- --------------------------------
The Fagliarone Group, P.C.
Syracuse, New York
March 10, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31,
1999 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-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 13410
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2600
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 65810
<INVESTMENTS-CARRYING> 51149
<INVESTMENTS-MARKET> 50476
<LOANS> 436129
<ALLOWANCE> (3269)
<TOTAL-ASSETS> 595126
<DEPOSITS> 461115
<SHORT-TERM> 41999
<LIABILITIES-OTHER> 2639
<LONG-TERM> 50488
0
0
<COMMON> 2427
<OTHER-SE> 36458
<TOTAL-LIABILITIES-AND-EQUITY> 595126
<INTEREST-LOAN> 33259
<INTEREST-INVEST> 6984
<INTEREST-OTHER> 574
<INTEREST-TOTAL> 40817
<INTEREST-DEPOSIT> 16204
<INTEREST-EXPENSE> 20693
<INTEREST-INCOME-NET> 20124
<LOAN-LOSSES> 1509
<SECURITIES-GAINS> 31
<EXPENSE-OTHER> 15321
<INCOME-PRETAX> 6943
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4701
<EPS-BASIC> 1.97
<EPS-DILUTED> 1.96
<YIELD-ACTUAL> 3.71
<LOANS-NON> 2759
<LOANS-PAST> 161
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 2300
<ALLOWANCE-OPEN> 3815
<CHARGE-OFFS> 2299
<RECOVERIES> 244
<ALLOWANCE-CLOSE> 3269
<ALLOWANCE-DOMESTIC> 3269
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<PAGE>
Exhibit 99
-----------
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Financial Statements and Schedules
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Table of Contents
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 1
Financial statements for the years ended December 31, 1999 and 1998:
Statements of Net Assets Available for Benefits at
December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1999 and 1998 3
Notes to financial statements 4-8
Supplemental schedules as of and for the year ended December 31, 1999:
Item 27a Schedule of Assets Held for Investment Purposes 9
Item 27d Schedule of Reportable (5%) Transactions 10
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Pension Plan Trustees of Iroquois Bancorp, Inc.
401(k) Savings Plan:
We have audited the accompanying statement of net assets available for benefits
of Iroquois Bancorp, Inc. 401(k) Savings Plan as of December 31, 1999 and 1998,
and the related statement of changes in net assets available for benefits 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 benefits of Iroquois
Bancorp, Inc. 401(k) Savings Plan as of December 31, 1999 and 1998, and the
changes in net assets available for benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audit was conducted 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 supplemental schedules 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.
/s/ The Fagliarone Group, P.C.
- ------------------------------
THE FAGLIARONE GROUP, P.C.
February 25, 2000
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31,
- -------------------------------------------------------------------------------------------------------
1999 1998
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Investments, at fair value:
Money market funds $ 50,680 169,361
U.S. Government securities -- 87,688
Corporate bonds -- 511,403
Common stocks 1,531,714 3,876,226
Mutual funds 1,773,728 --
Collective trust funds 541,200 --
Employees' loans 218,300 222,719
---------- ----------
4,115,622 4,867,397
-----------------------------------------------------------------
Receivables:
Accrued interest and dividends -- 6,923
Due from employees -- 48,821
Due from employer -- 14,154
-- 69,898
Net assets available for
benefits $4,115,622 4,937,295
=================================================================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31,
- ------------------------------------------------------------------------------------------------------------------
1999 1998
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Investment income:
Dividends on Iroquois Bancorp, Inc.
common stock $ 48,302 46,178
Interest and dividends 117,163 69,978
Net appreciation(depreciation)
in fair value of investments (461,397) (711,228)
---------------------- ----------------------
(295,932) (595,072)
---------------------- ----------------------
Contributions:
Employees 357,219 352,921
Employer 125,265 139,653
---------------------- ----------------------
482,484 492,574
---------------------- ----------------------
Total additions 186,552 (102,498)
---------------------- ----------------------
Benefits paid to participants 972,645 157,643
Administrative expenses 35,580 33,894
---------------------- ----------------------
Total deductions 1,008,225 191,537
---------------------- ----------------------
Net increase(decrease) (821,673) (294,035)
Net assets available for benefits:
Beginning of year 4,937,295 5,231,330
---------------------- ----------------------
End of year $4,115,622 4,937,295
====================== ======================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Notes to Financial Statements
December 31, 1999
(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 Investment Options
---------------------------------
Participants elect to have their contributions allocated to any combination
of the various investment options offered by the Plan. The following is a
description of the current investment options:
Diversified Global Stock Fund: Investments in U.S. and international
-----------------------------
stock funds seeking long-term capital growth through a diversified
global stock strategy.
Diversified U.S. Stock Fund: Investments, primarily in large cap
----------------------------
growth and value funds investing in large U.S. companies.
Diversified Conservative Income Fund: Investments providing current
-------------------------------------
income with the opportunity for capital growth through investing
primarily in a U.S. Bond fund with limited participation in the U.S.
stock market.
Diversified Conservative Fund: Investments primarily in bond funds
------------------------------
with moderate allocations to stock funds, including exposure to non-
U.S. investments.
Diversified Global Moderate Growth Fund: Investments in the U.S. and
----------------------------------------
international stock markets, primarily large and small cap funds,
along with investments in U.S. bond funds.
Diversified Global Growth Fund: Investments primarily in U.S. and
-------------------------------
international stock funds with limited allocation in bond funds.
Diversified Moderate Growth Fund: Investments with significant
---------------------------------
allocations to both stock and bond funds, including non-U.S. stocks.
Stable Asset Fund: Investments primarily in a diversified portfolio
------------------
of stable value contracts issued by insurance companies and banks.
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:
4
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Notes to Financial Statements
(1) Description of the Plan (continued)
-----------------------
(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.
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 ten 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.
5
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Notes to Financial Statements
(1) Description of the Plan (continued)
-----------------------
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.
(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
-------------------------------------------
Through September 30, 1999, Marine Midland Bank, NA was Custodian and
Trustee for the Plan. Clover Capital Management, Inc. and Marine Midland
Bank, NA managed Plan investments. Effective October 1, 1999, the Plan
changed trustees. Cayuga Bank is the Trustee for the Plan and also manages
the investments of the Plan.
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.
Shares of mutual funds are valued at the net asset value of shares held by
the Plan at year end.
Security transactions are accounted for on a trade date basis. Dividends
are recorded on the ex-dividend date. 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.
Payment of Benefits
-------------------
Benefits are recorded when paid.
6
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Notes to Financial Statements
(2) Summary of Significant Accounting Policies (continued)
------------------------------------------
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. Although the Plan has been amended since receiving the determination
letter, the Plan administrator and the Plan's tax counsel believe that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC. 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.
(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.
<TABLE>
<CAPTION>
Number of
Shares or
December 31, 1999 Principal
Amount
------------
<S> <C> <C> <C>
Investments at fair value as
determined by
quoted market price:
Common stocks:
Iroquois Bancorp, Inc. 103,845 $1,531,714
Mutual funds:
SEI Diversified U.S. Stock Fund 12,829 228,477
SEI Diversified Global Growth Fund 46,073 686,948
SEI Diversified Moderate Growth Fund 28,326 397,976
Other 34,729 460,327
------------
3,305,442
------------
Investments valued at cost, which
approximates fair value:
Collective trust funds:
SEI Stable Asset Fund 541,200 541,200
Money market funds 50,680 50,680
Employee Loans -- 218,300
------------
810,180
$4,115,622
============
</TABLE>
7
<PAGE>
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Notes to Financial Statements
(3) Investments (continued)
-----------
<TABLE>
<CAPTION>
Number of
Shares or
Principal
December 31, 1998 Amount
------------
<S> <C> <C>
Investments at fair value as
determined by
quoted market price:
U.S. Government securities 75,351 $ 87,688
Corporate bonds:
Marine Midland Collective Trust 18,088 400,666
Other 110,000 110,737
Common stocks:
Iroquois Bancorp, Inc. 116,798 2,452,758
Other 66,239 1,423,468
-------------
4,475,317
-------------
Investments valued at cost, which
approximates fair value:
Employee loans -- 222,719
Money market funds 169,361 169,361
-------------
392,080
$4,867,397
=============
</TABLE>
The Plan's investments (including gains and losses on investments bought, sold,
and held during the year) appreciated(depreciated) in value by ($461,397) and
$(711,228) during 1999 and 1998, respectively, as follows:
<TABLE>
<CAPTION>
Year ended December 31,
1999 1998
-------------- -------------
<S> <C> <C>
U.S. Government securities $ (6,664) 4,665
Corporate bonds 10,581 24,072
Common Stock (592,056) (739,965)
Mutual funds 126,742 --
--------------------------------------------
$(461,397) (711,228)
============================================
</TABLE>
8
<PAGE>
Schedule 1
----------
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
Number
of Shares
or Par Value Description Cost Fair Value
------------ ----------- ---- ----------
Money Market Funds
------------------
<S> <C> <C> <C> <C>
50,680 SEI Daily Income Money Market Fund $ 50,680 $ 50,680
---------- ----------
Common Stocks
-------------
* 103,845 Iroquois Bancorp, Inc. 1,289,912 1,531,714
---------- ----------
Mutual Funds
------------
12,385 SEI Diversified Global Stock Fund 169,258 190,986
12,829 SEI Diversified U.S. Stock Fund 207,472 228,477
3,172 SEI Diversified Conservative Income Fund 35,776 36,128
11,522 SEI Diversified Conservative Fund 129,251 132,162
7,650 SEI Diversified Global Moderate Growth Fund 94,485 101,051
46,073 SEI Diversified Global Growth Fund 634,512 686,948
28,326 SEI Diversified Moderate Growth Fund 377,192 397,976
---------- ----------
1,647,946 1,773,728
Collective trust funds
----------------------
541,200 SEI Stable Asset Fund 541,200 541,200
---------- ----------
-- Employees Loans 218,300 218,300
---------- ----------
$3,740,038 $4,115,622
========== ==========
</TABLE>
* Party in interest
9
<PAGE>
Schedule 6
----------
IROQUOIS BANCORP, INC.
401(K) SAVINGS PLAN
Item 27d - Schedule of Reportable (5%) Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
Value of
Asset on
Purchase Selling Expenses Transaction Net
Date Party/Description Price Price Incurred Cost Date Gain
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Various HSBC Collective Trust
Short Term Investment Fund
Directed 1,330,966 -- -- 1,330,966 1,330,966 --
Various HSBC Collective Trust
Short Term Investment Fund
Directed -- 1,330,988 -- 1,330,988 1,330,988 --
Various HSBC
Provident Institutional Funds 4,470,947 -- -- 4,470,947 4,470,947 --
Various HSBC
Provident Institutional Funds -- 4,640,285 -- 4,640,285 4,640,285 --
Various HSBC
Stable Return Fund -- 458,302 -- 371,376 458,302 86,926
Various SEI Daily Income
Money Market Fund 5,078,509 -- -- 5,078,509 5,078,509 --
Various SEI Daily Income
Money Market Fund -- 5,027,829 -- 5,027,829 5,027,829 --
Various SEI Diversified
Global Growth Fund 666,936 -- -- 666,936 666,936 --
Various SEI Diversified
Moderate Growth Fund 384,406 -- -- 384,406 384,406 --
Various SEI
Stable Asset Fund 731,125 -- -- 731,125 731,125 --
</TABLE>
10
