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 June 30, 1999
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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
or organization) identification no.)
309 Main Street, Irwin, Pennsylvania 15642
- ------------------------------------ -----
(Address of principal executive offices) (zip code)
(724) 863-3100
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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 NO X
--- ---
Number of shares of Common Stock issued and outstanding as of August 2, 1999:
3,023,799
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IBT BANCORP, INC.
Contents
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Pages
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheets at June 30, 1999
(unaudited) and December 31, 1998............................................................................1
Consolidated statements of income (unaudited) for the three and six months
ended June 30, 1999 and 1998.................................................................................2
Consolidated statements of cash flows (unaudited) for the six months
ended June 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........................6
Item 3. Quantitative and Qualitative Disclosures About Market Risk..................................................11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings...........................................................................................12
Item 2. Changes in Securities and Use of Records....................................................................12
Item 3. Defaults upon Senior Securities.............................................................................12
Item 4. Submission of Matters to a Vote of Security Holders.........................................................12
Item 5. Other Information...........................................................................................12
Item 6. Exhibits and Reports on Form 8-K............................................................................13
Signatures.................................................................................................................14
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PART I
CONSOLIDATED BALANCE SHEETS
IBT BANCORP, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
June 30, 1999 December 31,
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(unaudited) 1998
----------------------- ----------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 11,500,525 $ 10,767,316
Interest-bearing deposits in banks 218,455 7,196,998
Federal funds sold 16,611,000 25,432,000
Securities available for sale 130,884,817 117,469,947
Securities held to maturity (Market value of 1,500,000 2,569,215
$1,498,635 and $2,554,545 respectively)
Federal Home Loan Bank stock, at cost 1,544,300 1,308,100
Loans, net 249,329,644 238,304,491
Premises and equipment, net 4,811,813 4,879,133
Other assets 5,882,059 4,438,743
----------------------- ----------------------
Total Assets $ 422,282,613 $ 412,365,943
======================= ======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
Non-interest bearing $ 56,041,813 $ 58,208,466
Interest-bearing 307,737,507 298,174,672
----------------------- ----------------------
Total deposits 363,779,320 356,383,138
Securities sold under repurchase agreements 6,030,670 -
Accrued interest and other liabilities 2,853,490 3,781,876
Long-term debt 12,000,000 14,000,000
----------------------- ----------------------
Total liabilities 384,663,480 374,165,014
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 33,350,364 31,401,922
Accumulated other comprehensive income (1,584,082) 946,156
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Total stockholders' equity 37,619,133 38,200,929
----------------------- ----------------------
Total Liabilities and Stockholders' Equity $ 422,282,613 $ 412,365,943
======================= ======================
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1
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CONSOLIDATED STATEMENTS OF INCOME
IBT BANCORP, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------------------- ---------------------------------------
1999 1998 1999 1998
------------------ ------------------ ----------------- -------------------
(unaudited) (unaudited)
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<S> <C> <C> <C> <C>
Interest Income
Loans $ 4,851,764 $ 4,772,086 $ 9,625,318 $ 9,430,595
Investment securities 2,118,109 1,864,136 4,233,272 3,720,553
Federal funds sold 120,303 200,983 251,825 378,246
------------ ------------ ------------ ------------
Total interest income 7,090,176 6,837,205 14,110,415 13,529,394
Interest Expense
Deposits 2,973,836 3,027,614 6,009,989 6,014,562
Long-term debt 181,391 62,000 364,747 124,000
Repurchase agreements 34,327 - 43,437 -
------------ ------------ ------------ ------------
Total interest expense 3,189,554 3,089,614 6,418,173 6,138,562
------------ ------------ ------------ ------------
Net Interest Income 3,900,622 3,747,591 7,692,242 7,390,832
Provision for Loan Losses 45,000 105,000 90,000 210,000
------------ ------------ ------------ ------------
Net Interest Income after Provision 3,855,622 3,642,591 7,602,242 7,180,832
for Loan Losses
Other Income (Losses)
Service fees 420,977 346,759 792,999 644,657
Net investment security gains (losses) 3,619 (3,520) 4,789 24,999
Other income 315,999 223,974 603,826 400,856
------------ ------------ ------------ ------------
Total other income (losses) 740,595 567,213 1,401,614 1,070,512
Other Expenses
Salaries and employee benefits 1,165,937 977,526 2,160,506 2,072,125
Other expense 1,091,596 1,011,530 2,196,782 1,965,515
------------ ------------ ------------ ------------
Total other expenses 2,257,533 1,989,056 4,357,288 4,037,640
------------ ------------ ------------ ------------
Income Before Income Taxes 2,338,684 2,220,748 4,646,568 4,213,704
Provision for Income Taxes 747,492 718,261 1,488,606 1,335,777
------------ ------------ ------------ ------------
Net income $ 1,591,192 $ 1,502,487 $ 3,157,962 $ 2,877,927
============ ============ ============ ============
Net Income per Share of Capital Stock $ 0.52 $ 0.50 $ 1.04 $ 0.95
============ ============ ============ ============
Dividends per Share of Capital Stock $ 0.20 $ 0.16 $ 0.40 $ 0.32
============ ============ ============ ============
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2
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CONSOLIDATED STATEMENTS OF CASH FLOWS
IBT BANCORP, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
Six Months ended June 30,
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1999 1998
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(unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,157,962 $ 2,877,927
Adjustments to reconcile net cash
from operating activities:
Depreciation 267,000 236,000
Net amortization/accretion of
premiums and discounts 31,275 (4,174)
Net investment security gains (4,789) (24,999)
Provision for loan losses 90,000 210,000
Decrease in cash due to
changes in assets and liabilities:
Other assets (139,860) (698,758)
Accrued interest and other
liabilities (928,386) (654,226)
------------ ------------
Net Cash From Operating Activities 2,473,202 1,941,770
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of securities available
for sale 998,750 2,166,459
Proceeds from maturities of securities held
to maturity 1,069,215 3,096,589
Proceeds from maturities of securities
available for sale 19,776,987 20,221,918
Purchase of securities available for sale (38,050,787) (24,002,005)
Net loans made to customers (11,115,153) (2,064,105)
Purchases of premises and equipment (199,680) (224,483)
Purchase of Federal Home Loan Bank stock (236,200) (137,400)
------------ ------------
Net Cash Used By Investing
Activities (27,756,868) (943,027)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 7,396,182 4,516,304
Net increase in securities sold
under repurchase agreements 6,030,670 -
Dividends (1,209,520) (970,764)
Payments on long-term debt (2,000,000) -
------------ ------------
Net Cash From Financing Activities 10,217,332 3,545,540
------------ ------------
Net Change in Cash and Cash
Equivalents (15,066,334) 4,544,283
Cash and Cash Equivalents at
Beginning of Period 43,396,314 27,700,319
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Cash and Cash Equivalents at
End of Period $ 28,329,980 $ 32,244,602
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3
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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 six months ended June 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, to the three-for-one stock split,
declared December 28, 1998 and distributed January 19, 1999, was
3,023,799 for the six months ended June 30, 1999 and 1998.
NOTE C - COMPREHENSIVE INCOME
Total comprehensive income for the six months ended June 30, 1999 and
1998 was $627,724 and $2,830,076, respectively and comprehensive income
(loss) for the three months ended June 30, 1999 and 1998 was $(129,764)
and $1,409,315 respectively.
4
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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:
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<CAPTION>
June 30, 1999
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Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
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<S> <C> <C> <C> <C>
U.S. Treasury securities $ 4,507,679 $ 29,046 $ - $ 4,536,725
Obligations of
U.S. Government Agencies 77,431,335 71,260 (1,187,075) 76,315,520
Obligations of State and
political sub-divisions 8,413,176 107,493 (183,642) 8,337,027
Mortgage-backed securities 42,134,713 41,239 (1,363,413) 40,812,539
Other securities 643,631 - - 643,631
Equity securities 154,410 84,965 - 239,375
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$133,284,944 $ 334,003 $ (2,734,130) $ 130,884,817
=========================================================================
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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 June 30, 1999, the amount of repurchase agreements was
$6,030,670.
5
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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
The Company's total assets increased by $9.9 million to $422.3 million at
June 30, 1999 from $412.4 million at December 31, 1998. The total balance in
federal funds sold decreased $8.8 million to $16.6 million at June 30, 1999 from
$25.4 million at December 31, 1998. This decrease was used to take advantage of
market opportunities by funding investment securities classified as available
for sale which reached $130.9 million at June 30, 1999 an increase of $13.4
million from December 31, 1998 of $117.5 million. Net loans receivable increased
$11.0 million to $249.3 million at June 30, 1999 from $238.3 million at December
31, 1998. The increase in loans was primarily in the consumer loan portfolio,
which rose $6.6 million to $59.0 million at June 30, 1999, from $52.4 million at
December 31, 1998. This portfolio's increase was due to our competitive market
rates.
Interest-bearing deposits rose $9.6 million to reach $307.7 million at
June 30, 1999 from $298.1 million at December 31, 1998. Competitive offering
rates attributed to this growth. Non-interest bearing deposits decreased by $2.2
million to $56.0 million at June 30, 1999. The decrease in the non-interest
bearing accounts is primarily attributed to 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
6
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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 June 30, 1999, the amount of repurchase agreements was $6.0
million.
Growth in retained earnings of $1.9 million to $33.4 million at June 30,
1999 is attributed to the Corporation's consolidated earnings during the six
months ended June 30, 1999; less dividends paid for the period. Accumulated
other comprehensive income decreased $2.5 million to a loss of $1.6 million at
June 30, 1999 a result of changes in the unrealized gain (loss) on the available
for sale securities due to fluctuations in interest rates. Pusuant 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 volatility, the
Company's accumulated comprehensive income (comprised solely of net unrealized
holding gains and losses on securities available for sale) 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 SIX MONTHS ENDED JUNE 30, 1999
AND 1998:
General: Net income for the three and six month period ended June 30, 1999
was $1.6 million and $3.2 million, respectively, or $89,000 and $280,000 more
than the $1.5 million and $2.9 million earned during the same periods in 1998.
The increase in net income for the three and six months ended June 30, 1999 were
primarily the result of loan growth and the purchase of available for sale
securities.
Interest Income. Interest income increased $253,000 to $7.1 million for the
three months ended June 30, 1999 from $6.8 million for the three months ended
June 30, 1998. Interest income increased $581,000 to $14.1 million for the six
months ended June 30, 1999 from $13.5 million for the six months ended June 30,
1998. The increase was primarily the result of an increase in the volume of net
loans receivable outstanding during the three-month period as compared to the
same period in 1998.
Interest Expense. Interest expense increased $100,000 to $3.2 million for
the three months ended June 30, 1999 from $3.1 million for the three months
ended June 30, 1998. Interest expense increased $280,000 to $6.4 million for the
six months ended June 30, 1999 from $6.1 million for the six months ended June
30, 1998.
7
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Net Interest Income. Net interest income increased $153,000 to $3.9 million
for the three months ended June 30, 1999 from $3.7 million for the same period
in 1998. Net interest income increased $301,000 to $7.7 million for the six
months ended June 30, 1999 from $7.4 million for the six months ended June 30,
1998.
Provision for loan losses. The Company recorded a provision for loan losses
of $45,000 for the three months ended June 30, 1998 compared to $105,000 for the
same period in 1998. For the six months ended June 30, 1999 the Company recorded
a provision for loan losses of $90,000 compared to $210,000 for the same period
in 1998. 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 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.
Non interest income. Non interest income amounted to $741,000 and $1.4
million for the three and six months ended June 30, 1999, and $567,000 and $1.1
million for the three and six months ended June 30, 1998, respectively. The
total increases in the three and six month amounts ended June 30, 1999 over the
same period in 1998 were a result of income generated from ATM surcharging and
increased overdraft fee resulting from an increase in the number of demand
deposit accounts.
Non interest expense. Non interest expense increased by $268,000 to $2.3
million for the three-month period ended June 30, 1999 from $2.0 million for the
comparable quarter in 1998. For the six month period ended June 30, 1999,
non-interest expense amounted to $4.3 million, an increase of $319,000 from the
$4.0 million reported for the six months ended June 30, 1998. Increased expenses
were the result of the opening of supermarket branches in September, 1998 and
February 1999.
8
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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 Directors, the
Company is aggressively pursuing appropriate solutions and assurances with
regard to compliance of all applications affected by the year 2000.
In 1997, the Bank put together a year 2000 team consisting of senior management,
officers, and members of various departments in the Bank, to assess the impact
year 2000 issues could have on the Bank's daily business operations. A
five-phase plan was developed. The five phases included 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 has been expanded to include
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 Bank's 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.
9
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During the assessment phase it was determined that the cost associated with
addressing the year 2000 issue should not exceed $400,000, which includes
capital expenditures. At June 30, 1999, approximately $190,000 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 June 30, 1999, the renovation phase for all "mission critical"
systems are complete and other systems are in their final stages.
The validation phase includes extensive testing of all hardware, software and
systems provided by third party vendors. As of June 30, 1999, the final states
of testing of our "mission critical" core applications are complete. The testing
process was monitored by an independent consulting group. The anticipated
completion for testing of all remaining products is September 30, 1999.
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 turn,
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 approve by the Board in May 1999.
This plan addresses perceived risks associated with the year 2000 problem. These
activities include remediation contingency 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 Bank, the occurrence of the following could negatively impact the Bank:
10
<PAGE>
(a) utility service companies may be unable to provide the necessary
service to drive the Bank's data systems or provide sufficient
sanitary conditions for the Bank's offices;
(b) the Bank'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 Bank may have to transact its business manually
The Bank 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 Bank 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. It is expected that this phase will be
completed by September 30, 1999.
The Bank 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 Bank'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. The Bank will also be readily available
to answer any questions.
Successful and timely completion of the year 20000 project is based on
management's best estimates derived from various assumptions of future events,
which are inherently uncertain, including the progress and results of the Bank'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
Bank, such as customers, vendors, payment systems providers, 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.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no significant changes for the six months ended June 30, 1999
from the information presented in the Form 10 registration statement, under the
caption Market Risk, for the year ended December 31, 1998.
11
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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
The annual meeting of shareholders of the Registrant was held on
April 19, 1999 and the following matters were voted upon:
Proposal I - Election of directors with terms to expire in 2002.
FOR WITHHELD
--- --------
J. Cart Gardner 2,586,901 44,950
Richard L. Ryan 2,630,569 1,390
Robert C. Whisner 2,630,569 1,390
Proposal II - The approval of amendments to the articles of
incorporation and bylaws of the Registrant.
FOR: 2,583,691
AGAINST: 48,870
ABSTAIN: 2,268
Item 5. Other Information
Not applicable.
12
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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.
13
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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.
Date: August 12, 1999 By: /s/Charles G. Urtin
----------------------------------
Charles G. Urtin
Executive Vice President and Chief
Financial Officer
(duly authorized officer)
14
<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>
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0
0
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</TABLE>
