IBT BANCORP INC
10-Q, 1999-11-15
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM 10-Q
                                   (Mark One)

|x|         QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES
            EXCHANGE ACT OF 1934

            For the quarterly period ended September 30, 1999
                                           ------------------
                                       OR

|_|         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
            EXCHANGE ACT OF 1934

            For the transition period from __________ to __________.

                           Commission File No. 0-25903


                                IBT Bancorp, Inc.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


      Pennsylvania                                       25-1532164
- -----------------------------            ---------------------------------------
(State of incorporation)                    (I.R.S. employer identification no.)


309 Main Street, Irwin, Pennsylvania                        15642
- -------------------------------------------      -------------------------------
(Address of principal executive offices)                  (zip code)


                                 (724) 863-3100
- --------------------------------------------------------------------------------
                 Issuer's telephone number, including area code

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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
                                     ---          ---

     Number  of   shares  of  Common Stock  outstanding  as of November 9, 1999:
     3,023,799
     ---------


<PAGE>



                                IBT BANCORP, INC.

                                    Contents
                                    --------

<TABLE>
<CAPTION>
                                                                                                           Pages
                                                                                                           -----
PART I - FINANCIAL INFORMATION

 <S>                                                                        <C>                                <C>
    Item 1.    Financial Statements..............................................................................

                Consolidated balance sheets at September 30, 1999
                (unaudited) and December 31, 1998................................................................  1

                Consolidated statements of operations (unaudited) for the three and nine months
                ended September 30, 1999 and 1998................................................................  2

                Consolidated statements of cash flows (unaudited) for the nine months
                ended September 30, 1999 and 1998................................................................  3

                Notes to condensed consolidated financial statements (Unaudited).................................  4

     Item 2.    Management's Discussion and Analysis of Financial Condition
                  and Results of Operations......................................................................  5

     Item 3.    Quantitative and Qualitative Disclosures About Market Risk....................................... 13

PART II - OTHER INFORMATION

     Item 1.    Legal Proceedings................................................................................ 14

     Item 2.    Changes in Securities and Use of Records......................................................... 14

     Item 3.    Defaults upon Senior Securities.................................................................. 14

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

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

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

Signatures....................................................................................................... 15

</TABLE>

<PAGE>
PART I
CONSOLIDATED BALANCE SHEETS

IBT BANCORP, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>

                                                                                        September 30, 1999     December 31,
                                                                                        ------------------     ------------
                                                                                            (unaudited)            1998
                                                                                       ------------------     ------------
<S>                                                                                     <C>              <C>
 ASSETS
              Cash and due from banks                                                      $  11,749,527    $  10,767,316
              Interest-bearing deposits in banks                                              10,276,212        7,196,998
              Federal funds sold                                                               5,064,000       25,432,000
              Securities available for sale                                                  149,923,424      117,469,947
              Securities held to maturity  (Market value of                                         --          2,569,215
              $0 and $2,554,545 respectively)
              Federal Home Loan Bank stock, at cost                                            1,964,300        1,308,100
              Loans, net                                                                     256,219,245      238,304,491
              Premises and equipment, net                                                      4,698,012        4,879,133
              Other assets                                                                     6,437,417        4,438,743
                                                                                           -------------    -------------

Total Assets                                                                               $ 446,332,137    $ 412,365,943
                                                                                           =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
              Deposits
                          Non-interest bearing                                             $  56,485,459    $  58,208,466
                          Interest-bearing                                                   318,462,481      298,174,672
                                                                                           -------------    -------------

                          Total deposits                                                     374,947,940      356,383,138

              Securities sold under repurchase agreements                                      7,495,613             --
              Accrued interest and other liabilities                                           3,870,975        3,781,876
              Long-term debt                                                                  22,000,000       14,000,000
                                                                                           -------------    -------------

              Total liabilities                                                              408,314,528      374,165,014

Stockholders' Equity
              Capital stock, par value $1.25, 5,000,000
                          shares authorized, 3,023,799 shares
                          issued and outstanding                                               3,779,749        3,779,749
              Surplus                                                                          2,073,102        2,073,102
              Retained earnings                                                               34,348,400       31,401,922
              Accumulated other comprehensive income                                          (2,183,642)         946,156
                                                                                           -------------    -------------

              Total stockholders' equity                                                      38,017,609       38,200,929
                                                                                           -------------    -------------

Total Liabilities and Stockholders' Equity                                                 $ 446,332,137    $ 412,365,943
                                                                                           =============    =============
</TABLE>
                                       1
<PAGE>

CONSOLIDATED STATEMENTS OF INCOME

IBT BANCORP, INC. AND SUBSIDIARY

<TABLE>
<CAPTION>

                                                Three Months Ended September 30,              Nine Months Ended September 30,
                                           -------------------------------------------   ----------------------------------------
                                                  1999                   1998                   1999                  1998
                                           --------------------   --------------------   -------------------   ------------------
                                                           (unaudited)                                   (unaudited)
                                           -------------------------------------------   ----------------------------------------
<S>                                             <C>                    <C>                  <C>                    <C>
Interest Income
      Loans                                        $ 4,989,828            $ 4,728,515          $ 14,615,146           $ 14,159,110
      Investment securities                          2,376,310              1,976,842             6,609,582              5,697,395
      Federal funds sold                               172,135                200,592               423,961                578,838
                                           --------------------   --------------------   -------------------   --------------------

      Total interest income                          7,538,273              6,905,949            21,648,689             20,435,343

Interest Expense
      Deposits                                       3,196,223              3,031,244             9,206,211              9,045,806
      Long-term debt                                   284,222                118,145               648,969                242,145
      Repurchase agreements                             66,892                      -               110,330                      -
                                           --------------------   --------------------   -------------------   --------------------

      Total interest expense                         3,547,337              3,149,389             9,965,510              9,287,951
                                           --------------------   --------------------   -------------------   --------------------

Net Interest Income                                  3,990,936              3,756,560            11,683,179             11,147,392

Provision for Loan Losses                              105,000                 75,000               195,000                285,000
                                           --------------------   --------------------   -------------------   --------------------

Net Interest Income after Provision                  3,885,936              3,681,560            11,488,179             10,862,392
for Loan Losses

Other Income
      Service fees                                     465,503                371,997             1,258,502              1,016,654
      Net investment security gains                     19,268                  9,708                24,057                 34,707
      Other income                                     322,051                228,123               925,877                628,979
                                           --------------------   --------------------   -------------------   --------------------

      Total other income                               806,822                609,828             2,208,436              1,680,340

Other Expenses
      Salaries and employee benefits                 1,136,728              1,184,272             3,297,234              3,256,397
      Other expense                                  1,193,113                965,195             3,389,896              2,930,711
                                           --------------------   --------------------   -------------------   --------------------

      Total other expenses                           2,329,841              2,149,467             6,687,130              6,187,108
                                           --------------------   --------------------   -------------------   --------------------

Income Before Income Taxes                           2,362,917              2,141,921             7,009,485              6,355,624

Provision for Income Taxes                             760,121                694,622             2,248,727              2,030,399
                                           --------------------   --------------------   -------------------   --------------------

Net income                                         $ 1,602,796            $ 1,447,299           $ 4,760,758            $ 4,325,225
                                           ====================   ====================   ===================   ====================

Net Income per Share of Capital Stock                   $ 0.53                 $ 0.48                $ 1.57                 $ 1.43
                                           ====================   ====================   ===================   ====================

Dividends per Share of Capital Stock                    $ 0.20                 $ 0.16                $ 0.60                 $ 0.48
                                           ====================   ====================   ===================   ====================
</TABLE>
                                       2
<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS

IBT BANCORP, INC. AND SUBSIDIARY

                                                                                 Nine Months ended September 30,
                                                                          ---------------------------------------------
                                                                                 1999                     1998
                                                                          --------------------     --------------------
                                                                                           (unaudited)
                                                                          ---------------------------------------------
<S>                                                                            <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net income                                                                 $ 4,760,758              $ 4,325,225
       Adjustments to reconcile net cash
       from operating activities:
       Depreciation                                                                   400,500                  362,000
       Net amortization/accretion of
       premiums and discounts                                                          17,235                   (4,416)
       Net investment security gains                                                  (24,057)                 (34,707)
       Provision for loan losses                                                      195,000                  285,000
       Increase (Decrease) in cash due to
       changes in assets and liabilities:
       Other assets                                                                  (386,354)                (856,044)
       Accrued interest and other
       liabilities                                                                     89,099                 (180,432)
                                                                          --------------------     --------------------

Net Cash From Operating Activities                                                  5,052,181                3,896,626

CASH FLOWS FROM INVESTING ACTIVITIES
       Proceeds from sales of securities available
       for sale                                                                     6,502,031                2,166,459
       Proceeds from maturities of securities held
       to maturity                                                                  2,569,215                3,162,659
       Proceeds from maturities of securities
       available for sale                                                          41,406,716               28,606,733
       Purchase of securities available for sale                                  (85,097,520)             (44,443,881)
       Net loans made to customers                                                (18,109,754)             (11,720,339)
       Purchases of premises and equipment                                           (219,379)                (268,394)
       Purchase of Federal Home Loan Bank stock                                      (656,200)                (137,400)
                                                                          --------------------     --------------------


Net Cash Used By Investing Activities                                             (53,604,891)             (22,634,163)

CASH FLOWS FROM FINANCING ACTIVITIES
       Net increase in deposits                                                    18,564,802                7,924,972
       Net increase in securities sold
       under repurchase agreements                                                  7,495,613                        -
       Dividends                                                                   (1,814,280)              (1,454,572)
       Payments on long-term debt                                                  (2,000,000)                       -
       Proceeds from long-term debt                                                10,000,000                5,000,000
                                                                          --------------------     --------------------

Net Cash From Financing Activities                                                 32,246,135               11,470,400
                                                                          --------------------     --------------------

Net Change in Cash and Cash
Equivalents                                                                       (16,306,575)              (7,267,137)

Cash and Cash Equivalents at
Beginning of Period                                                                43,396,314               27,700,319
                                                                          --------------------     --------------------

Cash and Cash Equivalents at
End of Period                                                                    $ 27,089,739             $ 20,433,182
                                                                          ====================     ====================
</TABLE>
                                       3
<PAGE>

IBT BANCORP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



NOTE A - BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim financial information and with the instructions to Form 10-Q of
     Regulation S-X. Accordingly, they do not include all of the information and
     footnotes required by generally accepted accounting principles for complete
     financial  statements.  In  the  opinion  of  management,  all  adjustments
     consisting of normal  recurring  accruals  considered  necessary for a fair
     presentation have been included. Operating results for the three months and
     nine months ended September 30, 1999 are not necessarily  indicative of the
     results  that may be expected  for the year ended  December 31, 1999 or any
     future interim period.  These statements should be read in conjunction with
     the registration statement on Form 10 (File No. 0-25903).


NOTE B - EARNINGS PER SHARE

     Earnings  per share are  calculated  on the basis of the  weighted  average
     number of shares  outstanding.  The weighted  average  shares  outstanding,
     giving  retroactive  effect,  in 1998,  of the  three-for-one  stock split,
     declared December 28, 1998 and distributed  January 19, 1999, was 3,023,799
     for the nine months ended September 30, 1999 and 1998.

NOTE C - COMPREHENSIVE INCOME

     Total comprehensive income for the nine months ended September 30, 1999 and
     1998 was $1,630,960 and $4,815,379,  respectively and comprehensive  income
     for the three months ended  September 30, 1999 and 1998 was  $1,003,237 and
     $1,985,303, respectively.
                                       4
<PAGE>
IBT BANCORP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Cont.



NOTE D - INVESTMENT SECURITIES

       Investment securities available for sale consist of the following:
<TABLE>
<CAPTION>

                                                                                  September 30, 1999
                                                      ----------------------------------------------------------------------------
                                                                                 Gross            Gross
                                                             Amortized         Unrealized       Unrealized            Market
                                                                Cost              Gains           Losses               Value
                                                      ----------------------------------------------------------------------------
<S>                                                       <C>                <C>             <C>                 <C>
           Obligations of
                U.S. Government Agencies                     $  93,683,276       $ 71,343       $ (1,541,909)       $  92,212,710
           Obligations of State and
                political sub-divisions                          8,208,946         82,796           (272,095)           8,019,647
           Mortgage-backed securities                           50,538,214         50,235         (1,778,580)          48,809,869
           Other securities                                        647,128          6,038                  -              653,166
           Equity securities                                       154,410         73,622                  -              228,032
                                                      ----------------------------------------------------------------------------
                                                             $ 153,231,974      $ 284,034       $ (3,592,584)       $ 149,923,424
                                                      ============================================================================
</TABLE>


NOTE E - REPURCHASE AGREEMENTS

     During 1999, the Bank began offering its corporate  customers an investment
     product fashioned in the form of a repurchase agreement. Under the terms of
     the agreement,  deposits in designated  demand accounts of the customer are
     put into an investment  vehicle which is used daily to purchase an interest
     in designated U.S.  Government or Agencies'  securities  owned by the Bank.
     The Bank in turn agrees to repurchase  these  investments  on a daily basis
     and pay the customer the daily  interest  earned on them.  At September 30,
     1999, the amount of repurchase agreements was $7,495,613.

                                       5
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         The Private  Securities  Litigation  Reform Act of 1995  contains  safe
harbor  provisions  regarding  forward-looking  statements.  When  used  in this
discussion, the words "believes", "anticipate",  "contemplates",  "expects", and
similar expressions are intended to identify  forward-looking  statements.  Such
statements  are  subject to certain  risks and  uncertainties  which could cause
actual  results to differ  materially  from  those  projected.  Those  risks and
uncertainties  include  changes in interest  rates,  risks  associated  with the
effect of opening a new branch,  the ability to control costs and expenses,  and
general  economic  conditions.  IBT Bancorp,  Inc.  undertakes  no obligation to
publicly  release  the  results  of  any  revisions  to  those  forward  looking
statements which may be made to reflect events or  circumstances  after the date
hereof or to reflect the occurrence of unanticipated events.

GENERAL

         IBT Bancorp,  Inc. is a bank holding  company  headquartered  in Irwin,
Pennsylvania,  which  provides a full  range of  commercial  and retail  banking
services  through its wholly owned  banking  subsidiary,  Irwin Bank & Trust Co.
(collectively, the "Company").

FINANCIAL CONDITION

         At September 30, 1999,  total assets  increased $33.9 million to $446.3
million from $412.4 million at December 31, 1998. Of this  increase,  securities
available for sale increased $32.4 million, net loans receivable increased $17.9
million,  cash and due from bank's  increased $1.0 million and interest  bearing
deposits in bank's increased $3.0 million. Such increases were offset by a $20.3
million decrease in federal funds sold.

         Federal funds sold and $8.0 million of loan term debt (which  consisted
of Federal  Home Loan Bank  advances)  were used to take  advantage of the lower
interest rate environment by funding purchases of securities available for sale.


                                       6
<PAGE>



         The growth in  interest  bearing  deposits  of $20.4  million  was used
primarily  to fund the growth in the loan  portfolio.  The  increase in the loan
portfolio was primarily due to the growth of the fixed rate one- to four- family
mortgage loan and installment  loan portfolios of $6.7 million and $8.7 million,
respectively.  The  Company's  loan  portfolio  continues  to  grow  due  to the
Company's offering of competitive market interest rates.

          Interest  bearing  deposits  in  bank's increased  primarily  due  the
Company's investment in short term certificates of deposits.

         Interest-bearing   deposits   increased  $20.4  million  to  $318.5  at
September  30, 1999 from $298.1  million at December  31,  1998.  The  Company's
competitive  market rates offered to the public was primarily the reason for the
growth.

         Non-interest  bearing deposits  decreased $1.7 million to $56.5 million
at September 30, 1999 from $58.2  million at December 31, 1998.  The decrease in
the  non-interest   bearing  accounts  is  primarily  attributed  to  repurchase
agreements.  During 1999, the Company began to offer its corporate  customers an
investment  product fashioned in the form of a repurchase  agreement.  Under the
terms of the agreement,  deposits in designated  demand accounts of the customer
are put into an  investment  vehicle which is used daily to purchase an interest
in  designated  U.S.  Government  or Agencies=  securities.  The Company in turn
agrees to repurchase these investments on a daily basis and pay the customer the
daily  interest  earned on them. At September 30, 1999, the amount of repurchase
agreements was $7.5 million. See Note E to the condensed  consolidated financial
statements.

          At September 30, 1999, total  stockholders'  equity decreased $200,000
to $38.0 million from $38.2  million at December 31, 1998.  The decrease was due
to a $3.1 million loss in accumulated other  comprehensive  income and dividends
paid of $1.8 million. Such decrease was offset by net income of $4.7 million for
the period.


         Accumulated other comprehensive income decreased as a result of changes
in the net  unrealized  (loss)  on the  available  for  sale  securities  due to
fluctuations  in interest  rates.  Pursuant  to  generally  accepted  accounting
principles,  securities  available for sale are recorded at current market value
and net unrealized  gains or losses on such securities are excluded from current
earnings and  reported net of income  taxes,  as part of  comprehensive  income,
until realized.  Because of interest rate

                                       7
<PAGE>

volatility,   the  Company's   accumulated  other  comprehensive   income  could
materially  fluctuate for each interim period and year-end.  The majority of the
accumulated  unrealized  loss  resulted  from the  Company's  investment in U.S.
government agencies and mortgage backed securities.  See Note D to the condensed
consolidated financial statements.


COMPARISON  OF OPERATING  RESULTS FOR THE THREE AND NINE MONTHS ENDED  SEPTEMBER
30, 1999 AND 1998:

         Net income.  Net income for the three months ended  September  30, 1999
increased  $200,000 to $1.6 million from $1.4 million for the  comparable  three
months 1998  period.  Net income for the nine months  ended  September  30, 1999
increased  $500,000 to $4.8 million from $4.3  million for the  comparable  nine
months 1998 period. Such increases for the three and nine months ended 1999 were
the result of the growth in the loan portfolio and the purchase of available for
sale securities.

         Interest  income.  Interest income for the three months ended September
30, 1999 increased $600,000 to $7.5 million from $6.9 million for the comparable
three months 1998 period.  Interest  income for the nine months ended  September
30, 1999  increased  $1.2 million to $21.6  million  from $20.4  million for the
comparable nine months 1998 period.  The increases for the three and nine months
ended 1999 was primarily  due the growth in the loan  portfolio and the increase
in available for sale securities.

         Interest expense. Interest expense for the three months ended September
30, 1999 increased $400,000 to $3.5 million from $3.1 million for the comparable
three months 1998 period.  Interest  expense for the nine months ended September
30,  1999  increased  $700,000  to  $10.0  million  from  $9.3  million  for the
comparable  nine months 1998  period.  The  increase  was  primarily  due to the
increase in interest earning  deposits,  FHLB advances and corporate  repurchase
agreement deposits.


         Provision  for  loan  losses.  For the  three  and  nine  months  ended
September  30,  1999  provision  for loan  losses were  $105,000  and  $195,000,
respectively.  The evaluation for determining the provision includes evaluations
of concentrations of credit, past loss experience,  current economic conditions,
amount and composition of the loan portfolio (including loans being specifically
monitored by management),  estimated

                                       8
<PAGE>

fair   value   of   underlying   collateral,   loan   commitments   outstanding,
delinquencies, and other information available at such times.

         The Company will  continue to monitor its allowance for loan losses and
make future  adjustments to the allowance  through the provision for loan losses
as economic conditions dictate. Management continues to offer a wider variety of
loan  products  coupled  with the  continued  success of changing the mix of the
products offered in the loan portfolio from lower yielding loans (i.e.,  one- to
four-family  loans) to higher yielding loans (i.e.,  equity loans,  multi-family
(five or more units)  buildings,  and  commercial  (nonresidential)  mortgages).
Although the Company  maintains its allowance for loan losses at a level that it
considers  to be adequate to provide for the  inherent  risk of loss in its loan
portfolio,  there  can be no  assurance  that  future  losses  will  not  exceed
estimated  amounts or that  additional  provisions  for loan  losses will not be
required in future  periods due to the higher  degree of credit risk which might
result from the change in the mix of the loan portfolio.

         Other  income.  Other income for the three months ended  September  30,
1999  increased  $197,000 to $807,000  from  $610,000 for the  comparable  three
months 1998 period . Other income for the nine months ended  September  30, 1999
increased  $500,000 to $2.2 million from $1.7  million for the  comparable  nine
months  1998  period.  The total  increases  for the three and nine  months 1999
results were due to the increase in service fees and other income.  The increase
in service fees was the result of overdraft  fees  primarily due to the increase
in the number of demand deposit accounts.  Other income increased as a result of
the  Company's  assessment  of  ATM  surcharges  on  transactions  performed  by
non-customers beginning in January 1999.

         Other expense.  Other expense for the three months ended  September 30,
1999  increased  $200,000 to $2.3 million  from $2.1 million for the  comparable
three months 1998 period . Other income for the nine months ended  September 30,
1999  increased  $500,000 to $6.7 million  from $6.1 million for the  comparable
nine months 1998 period.  Other expenses  increased due to the of the opening of
two additional supermarket branches.

Year 2000 Issues

         Senior  management views the year 2000 initiative as one of the highest
priorities  of the Company.  With  oversight  from the Board of

                                       9
<PAGE>

Directors,  the Company has pursued  appropriate  solutions and assurances  with
regard to compliance of all applications affected by the year 2000.

         In 1997,  the  Company  formed a year  2000 team  consisting  of senior
management,  officers,  and members of various  departments  of the Company,  to
assess the impact year 2000 issues could have on the  Company's  daily  business
operations. A five-phase plan was developed which was comprised of the following
phases: awareness, assessment, renovation, validation, and implementation .

         The awareness phase included gathering  information on year 2000 issues
and sharing it with all levels of  employees  and the Board of  Directors.  This
process of gathering and sharing  information  continues and includes the bank's
customer  base.   Workshops   have  been  provided  for  commercial   customers.
Newsletters,  local newspaper  announcements and brochures are available at each
branch location to keep  customers,  shareholders  and employees  abreast of the
year 2000 issue. The Board of Directors is updated on a monthly basis.

         The  assessment  phase  includes the  inventorying  of all hardware and
software and identification of all systems,  which could be affected by the date
change.  The hardware,  software and systems were  prioritized  based upon their
importance  in  providing  uninterrupted  services  to  customers.  Those  items
determined to be of the highest  priority were ranked  "mission  critical."  The
core  processing  system  was  determined  to be  "mission  critical."  The core
processing  system is  outsourced  to two  outside  vendors.  The  first  vendor
provides the software for in-house processing of all documents including checks,
deposit  tickets,  loan  payments,  and  miscellaneous  items  from the  Federal
Reserve,  correspondent  banks,  and over the counter  transactions.  The second
vendor, at an off-site location,  performs the process of editing,  posting, and
report generation of all activity on customer accounts.

         All non-information  technology systems were also identified during the
assessment  phase and  testing  was  performed.  This  included  testing of loan
calculators,  fax  machines,  VCR=s,  surveillance  cameras,  etc.  Vendors were
contacted and provided with makes,  models,  and serial  numbers on systems that
could not be tested in-house, such as, elevators,  vault security systems, phone
systems,  and  heat/air  conditioning  systems.  The  vendors  provided  written
assurance that their systems are year 2000 compliant.

                                       10
<PAGE>




         During the assessment  phase it was determined that the cost associated
with addressing the year 2000 issue should not exceed  $300,000,  which includes
capital  expenditures.  At September 30, 1999,  approximately  $200,000 had been
expended.  These costs or any  additional  costs  associated  with the year 2000
issue  are not  expected  to  have a major  impact  on the  Company's  financial
statements.

         The renovation phase included hardware  replacement,  software upgrades
and vendor  assurance.  At September  30,  1999,  the  renovation  phase for all
"mission critical" and other systems were completed.

         The  validation  phase  includes  extensive  testing  of all  hardware,
software and systems provided by third party vendors.  As of September 30, 1999,
the final stages of testing of our "mission  critical" core applications and all
remaining products were completed. The testing process of our "mission critical"
core applications was monitored by an independent consulting group.

         The risks exist that some of the bank's commercial borrowers may not be
prepared for year 2000 issues and may suffer  financial harm as a result.  This,
in tern, represents risk to the bank regarding the repayment of loans from those
commercial  customers.  Because of this, year 2000 compliance is considered part
of our loan underwriting  procedures. A risk analysis was performed in September
of 1998 on all existing  commercial  loans with an aggregate  balance  exceeding
$100,000  and  commercial  mortgage  loans with an aggregate  balance  exceeding
$250,000. The risk analysis was performed using FDIC guidelines. Commercial loan
customers were evaluated based upon their year 2000 vulnerability, their ability
to obtain the resources to identify and correct any deficiencies, and their year
2000 plan.  Their  overall  year 2000  credit risk was then  classified  as low,
medium,  or high.  Those classified as high risk are re-evaluated on a quarterly
basis.  However,  repayment  sources  for the  majority  of loans in the  bank's
commercial loan portfolio are in multi-family  real estate projects that tend to
be  less  computer-dependent   than,  for  example,  a  manufacturing  business.
Nevertheless,  a  year  2000  disclosure  is  included  in  new  commercial  and
commercial mortgage loans requiring the borrower to maintain year 2000 compliant
systems.


         A Contingency and Business Resumption Plan was approved by the Board in
May 1999.  This plan addresses  perceived  risks  associated  with the year 2000
problem.  These activities include remediation  contingency

                                       11

<PAGE>

planning  intended to  mitigate  any risks  associated  with  unforeseen  system
glitches,  system failure,  increased demands for cash, or processes outside the
Bank's control. The remainder of 1999 will be used to further validate the plan.

While this plan was designed to significantly  address the Year 2000 problems of
the  Company,  the  occurrence  of the  following  could  negatively  impact the
Company:

        (a)  utility  service  companies  may be unable to provide the necessary
             service to drive the Company's  data systems or provide  sufficient
             sanitary conditions for the Company's offices;

        (b)  the  Company's   primary  software  provider  could  have  a  major
             malfunction  in its system or their  service could be disrupted due
             to its utility providers, or some combination of the two; or

        (c)  the Company may have to transact its business manually

The Company will attempt to monitor these uncertainties by continuing to request
an update on all critical and important  vendors  through the remainder of 1999.
If the Company  identifies  any  concern  related to any  critical or  important
vendor, the contingency plan will be implemented immediately to assure continued
service to the bank's customers.

The  implementation  phase  includes  incorporating  all  necessary  changes and
becoming   completely   year  2000   compliant.   At  September   30,  1999  the
implementation phase is complete.

The  Company  continues  to focus on the  awareness  phase  with its  efforts on
providing  customers,  the Company's  shareholders and employees with up-to-date
information on the Company's state of preparedness  for the year 2000. This will
include  employee  awareness  at monthly  manager  and  operation  meetings  and
informational seminars at various local civic groups. For the remainder of 1999,
the Company will focus on employee training to insure  continued,  uninterrupted
customer service in the new year.

Successful  and  timely  completion  of  the  year  2000  project  is  based  on
management=s best estimates  derived from various  assumptions of future events,
which are  inherently  uncertain,  including  the  progress  and  results

                                       12

<PAGE>

of the  Company's  testing  plans,  and  all  vendors,  suppliers  and  customer
readiness.

Despite the best efforts of management to address this issue, the vast number of
external entities that have direct and indirect business  relationships with the
Company,  such  as  customers,   vendors,  payment  systems  providers,  utility
companies, and other financial institutions,  makes it impossible to assure that
a failure to achieve  compliance by one or more of these entities would not have
a material impact on the financial statements of the Company. Additionally, year
2000 issues could affect the  Company's  liquidity  if customer  withdrawals  in
anticipation of the year 2000 are greater than expected or if lenders are unable
to provide the Company with funds when needed.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         There were no significant  changes for the nine months ended  September
30, 1999 from the information  presented in the Form 10 registration  statement,
under the caption Market Risk, for the year ended December 31, 1998.




                                       13


<PAGE>



                           PART II. OTHER INFORMATION


Item 1.           Legal Proceedings

                  The registrant is not engaged in any legal  proceedings at the
                  present time.  From time to time, the Bank is a party to legal
                  proceedings  within the normal  course of business  wherein it
                  enforces its security  interest in loans made by it, and other
                  matters of a like kind.

Item 2.           Changes in Securities and Use of Proceeds

                  None.

Item 3.           Defaults Upon Senior Securities

                  Not applicable.

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

                  None.

Item 5.           Other Information

                  Not applicable.

Item 6.           Exhibits and Reports on Form 8-K

                  (a) Exhibits

                      3(i)  Articles of Incorporation of IBT Bancorp, Inc.*
                      3(ii) Bylaws of IBT Bancorp,  Inc.*
                      27    Financial  Data  Schedule (electronic filing only)

                  ---------------
                  *   Incorporated by reference to the registration statement on
                      Form 10, filed on April 29, 1999 and subsequently  amended
                      on June 28, 1999.


         (b)      Reports on Form 8-K -- None.



                                       14
<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                IBT BANCORP, INC.
<TABLE>
<CAPTION>


<S>      <C>                        <C>
Date:    November  12 , 1999        By:      /s/Charles G. Urtin
                  ----                       -----------------------------------------------------
                                              Charles G. Urtin
                                              Executive Vice President and Chief Financial Officer
                                                 (Chief Accounting Officer)
                                              (Duly authorized officer)
</TABLE>


                                       15

<TABLE> <S> <C>


<ARTICLE>                                         9

<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
     QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
     TO SUCH FINANCIAL INFORMATION.
</LEGEND>

<MULTIPLIER>                                   1000

<S>                                            <C>
<PERIOD-TYPE>                                  9-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   SEP-30-1999
<CASH>                                         11,750
<INT-BEARING-DEPOSITS>                         10,276
<FED-FUNDS-SOLD>                                5,064
<TRADING-ASSETS>                                    0
<INVESTMENTS-HELD-FOR-SALE>                   149,923
<INVESTMENTS-CARRYING>                              0
<INVESTMENTS-MARKET>                                0
<LOANS>                                       258,514
<ALLOWANCE>                                     2,295
<TOTAL-ASSETS>                                446,332
<DEPOSITS>                                    374,948
<SHORT-TERM>                                        0
<LIABILITIES-OTHER>                             3,871
<LONG-TERM>                                    22,000
                               0
                                         0
<COMMON>                                        3,780
<OTHER-SE>                                     34,238
<TOTAL-LIABILITIES-AND-EQUITY>                446,332
<INTEREST-LOAN>                                14,615
<INTEREST-INVEST>                               6,610
<INTEREST-OTHER>                                  424
<INTEREST-TOTAL>                               21,649
<INTEREST-DEPOSIT>                              9,206
<INTEREST-EXPENSE>                                759
<INTEREST-INCOME-NET>                          11,683
<LOAN-LOSSES>                                     195
<SECURITIES-GAINS>                                 24
<EXPENSE-OTHER>                                 6,687
<INCOME-PRETAX>                                 7,009
<INCOME-PRE-EXTRAORDINARY>                      7,009
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    4,761
<EPS-BASIC>                                    1.57
<EPS-DILUTED>                                    1.57
<YIELD-ACTUAL>                                      0
<LOANS-NON>                                        35
<LOANS-PAST>                                    1,770
<LOANS-TROUBLED>                                    0
<LOANS-PROBLEM>                                     0
<ALLOWANCE-OPEN>                                2,228
<CHARGE-OFFS>                                     137
<RECOVERIES>                                        9
<ALLOWANCE-CLOSE>                               2,295
<ALLOWANCE-DOMESTIC>                            2,295
<ALLOWANCE-FOREIGN>                                 0
<ALLOWANCE-UNALLOCATED>                             0



</TABLE>


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