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, 2000
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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 .
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Commission File No. 0-25903
IBT Bancorp, Inc.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 25-1532164
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(State of incorporation or organization) (I.R.S. employer identification no.)
309 Main Street, Irwin, Pennsylvania 15642
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(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 X NO
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Number of shares of Common Stock outstanding as of August 1, 2000: 3,001,923
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IBT BANCORP, INC.
Contents
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Pages
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements...............................................................................
Consolidated statements of financial condition at June 30, 2000
(unaudited) and December 31, 1999.............................................................. 1
Consolidated statements of operations (unaudited) for the three and six months
ended June 30, 2000 and 1999 ................................................................... 2
Consolidated statements of cash flows (unaudited) for the six months
ended June 30, 2000 and 1999.................................................................... 3
Notes to financial statements................................................................... 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...................................... 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.............................................................................. 10
Item 2. Changes in Securities and Use of Records....................................................... 10
Item 3. Defaults upon Senior Securities................................................................ 10
Item 4. Submission of Matters to a Vote of Security-Holders............................................ 10
Item 5. Other Information.............................................................................. 10
Item 6. Exhibits and Reports on Form 8-K............................................................... 11
Signatures..................................................................................................... 12
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CONSOLIDATED BALANCE SHEETS
IBT BANCORP, INC. AND SUBSIDIARY
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<CAPTION>
June 30, 2000 December 31,
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(unaudited) 1999
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ASSETS
Cash and due from banks $ 11,777,400 $ 19,171,977
Interest-bearing deposits in banks 886,284 92,590
Federal funds sold 500,000 -
Certificates of deposit 100,000 3,000,000
Securities available for sale 154,597,652 149,098,906
Federal Home Loan Bank stock, at cost 1,964,300 1,964,300
Loans, net 276,790,132 260,502,270
Premises and equipment, net 4,635,993 4,728,702
Other assets 7,833,140 7,162,670
------------------------- ----------------------
Total Assets $ 459,084,901 $ 445,721,415
========================= ======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
Non-interest bearing $ 62,225,434 $ 57,097,999
Interest-bearing 319,831,278 311,582,486
------------------------- ----------------------
Total deposits 382,056,712 368,680,485
Repurchase agreements 7,381,408 6,456,597
Federal funds purchased - 7,000,000
Accrued interest and other liabilities 3,333,525 3,679,053
Long-term debt 27,000,000 22,000,000
------------------------- ----------------------
Total liabilities 419,771,645 407,816,135
Stockholders' Equity
Capital stock, par value $1.25, 50,000,000 shares authorized,
3,023,799 shares issued, 3,001,923 and 3,021,174 shares
outstanding at June 30, 2000 and
December 31, 1999, respectively 3,779,749 3,779,749
Surplus 2,073,102 2,073,102
Retained earnings 37,245,730 35,318,637
Accumulated other comprehensive income (3,095,849) (3,178,596)
------------------------- ----------------------
40,002,732 37,992,892
Less: Treasury stock, at cost (689,476) (87,612)
------------------------- ----------------------
Total stockholders' equity 39,313,256 37,905,280
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Total Liabilities and Stockholders' Equity $ 459,084,901 $ 445,721,415
========================= ======================
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1
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CONSOLIDATED STATEMENTS OF INCOME
IBT BANCORP, INC. AND SUBSIDIARY
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<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
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2000 1999 2000 1999
---------------- ----------------- --------------- ----------------
(unaudited) (unaudited)
------------------------------------ ---------------------------------
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Interest Income
Loans $ 5,450,311 $ 4,851,764 10,694,830 $ 9,625,318
Investment securities 2,590,769 2,118,109 5,131,232 4,233,272
Federal funds sold 124,696 120,303 137,834 251,825
---------------- ----------------- --------------- ----------------
Total interest income 8,165,776 7,090,176 $15,963,896 14,110,415
Interest Expense
Deposits 3,390,258 2,973,836 6,623,740 6,009,989
Long-term debt 390,809 181,391 724,214 364,747
Repurchase agreements 84,862 34,327 156,488 43,437
---------------- ----------------- --------------- ----------------
Total interest expense 3,865,929 3,189,554 7,504,442 6,418,173
---------------- ----------------- --------------- ----------------
Net Interest Income 4,299,847 3,900,622 8,459,454 7,692,242
Provision for Loan Losses 75,000 45,000 150,000 90,000
---------------- ----------------- --------------- ----------------
Net Interest Income after Provision 4,224,847 3,855,622 8,309,454 7,602,242
for Loan Losses
Other Income
Service fees 521,456 420,977 1,007,361 792,999
Investment security gains - 4,869 - 6,039
Investment security losses (106,974) (1,250) (106,974) (1,250)
Other income 427,275 315,999 721,320 603,826
---------------- ----------------- --------------- ----------------
Total other income 841,757 740,595 1,621,707 1,401,614
Other Expenses
Salaries 1,079,215 906,666 1,988,794 1,659,271
Pension and other employee benefits 283,873 259,271 575,490 501,236
Occupancy expense 257,851 246,708 516,538 493,715
Data processing expense 146,852 133,453 290,763 264,804
ATM expense 97,028 77,270 183,767 148,686
FDIC insurance 21,364 10,190 40,734 20,063
Other expenses 719,262 623,975 1,440,746 1,269,513
---------------- ----------------- --------------- ----------------
Total other expenses 2,605,445 2,257,533 5,036,832 4,357,288
---------------- ----------------- --------------- ----------------
Income Before Income Taxes 2,461,159 2,338,684 4,894,329 4,646,568
Provision for Income Taxes 804,911 747,492 1,586,103 1,488,606
---------------- ----------------- --------------- ----------------
Net income $ 1,656,248 $ 1,591,192 $3,308,226 $ 3,157,962
================ ================= =============== ================
Basic Earnings per Share $ 0.55 $ 0.52 $ 1.10 $ 1.04
================ ================= =============== ================
Diluted Earnings per Share $ 0.55 $ 0.52 $ 1.10 $ 1.04
================ ================= =============== ================
Dividends per Share $ 0.23 $ 0.20 $ 0.46 $ 0.40
================ ================= =============== ================
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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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2000 1999
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(unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,308,226 $ 3,157,962
Adjustments to reconcile net cash
from operating activities:
Depreciation 275,543 267,000
Net amortization/accretion of
premiums and discounts 4,572 31,275
Net investment security losses/(gains) 106,974 (4,789)
Provision for loan losses 150,000 90,000
Increase (decrease) in cash due to
changes in assets and liabilities:
Other assets (713,098) (139,860)
Accrued interest and other
liabilities (345,528) (928,386)
----------------- ----------------
Net Cash From Operating Activities 2,786,689 2,473,202
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of certificate of deposit (100,000) -
Proceeds from maturity of certificates
of deposit 3,000,000 -
Proceeds from sales of securities
available for sale 4,912,909 998,750
Proceeds from maturities of securities held
to maturity - 1,069,215
Proceeds from maturities of securities
available for sale 3,604,117 19,776,987
Purchase of securities available for sale (14,001,943) (38,050,787)
Net loans made to customers (16,437,862) (11,115,153)
Purchases of premises and equipment (182,834) (199,680)
Purchase of Federal Home Loan Bank stock - (236,200)
----------------- ----------------
Net Cash Used By Investing
Activities (19,205,613) (27,756,868)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 13,376,227 7,396,182
Net increase in securities sold
under repurchase agreements 924,811 6,030,670
Dividends paid (1,381,133) (1,209,520)
Federal funds purchased (7,000,000) -
Proceeds from long-term debt 5,000,000 -
Payments on long-term debt - (2,000,000)
Purchase of treasury stock (601,864) -
----------------- ----------------
Net Cash From Financing
Activities 10,318,041 10,217,332
----------------- ----------------
Net Change in Cash and Cash
Equivalents (6,100,883) (15,066,334)
Cash and Cash Equivalents at
Beginning of Period 19,264,567 43,396,314
----------------- ----------------
Cash and Cash Equivalents at
End of Period $ 13,163,684 $ 28,329,980
================= ================
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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, 2000 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2000 or any future interim period. The interim financial
statements should be read in conjunction with the financial statements and
footnotes thereto included in IBT Bancorp, Inc. and subsidiary Annual Report or
Form 10-K for the year ended Decmeber 31, 1999.
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 was 3,001,923 and
3,004,760 for the three and six months ended June 30, 2000, respectively and
3,023,799 for the three and six months ended June 30, 1999.
NOTE C - COMPREHENSIVE INCOME
Total comprehensive income for the three months ended June 30, 2000 and 1999 was
$1,836,076 and $(129,764) respectively and for the six months ended June 30,
2000 and 1999 was $3,390,973 and $627,724, respectively.
NOTE D - INVESTMENT SECURITIES
Investment securities available for sale consist of the following:
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<CAPTION>
June 30, 2000
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Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
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Obligations of
<S> <C> <C> <C> <C>
U.S. Government Agencies $ 95,383,007 $ 13,996 $(2,546,899) $ 92,850,104
Obligations of State and
political sub-divisions 14,681,859 151,196 (231,525) 14,601,530
Mortgage-backed securities 46,991,483 7,844 (2,146,681) 44,852,646
Other securities 70,574 5,562 - 76,136
Equity securities 2,161,410 57,526 (1,700) 2,217,236
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$159,288,333 $ 236,124 $(4,926,805) $ 154,597,652
===============================================================================
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4
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IBT BANCORP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE E - REPURCHASE AGREEMENTS
During 1999, the Bank began offering its corporate customers an investment
product fashioned in the form of a repuchase 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, 2000, the amount of repurchase
agreements was $7,381,408.
NOTE F - STOCK OPTION PLAN
At the annual stockholders meeting held April 2000, the stockholders approved
the 2000 Stock Option Plan. Pursuant to the Option Plan, 300,000 shares are to
be reserved for issuance upon exercise of stock options granted to officers,
directors, key employees and other persons from time to time. The Option Plan
provides for a term of ten years, after which no awards may be made.
Options consitute both Incentive Stock Options or Non-Incentive Stock Options.
The exercise price for the purchase of Common Stock subject to an option may not
be less than 100 percent of the fair market value of the Common Stock covered by
the Option on the date of grant. In May 2000, 61,000 stock options were granted
under this plan at an exercise price of $24.50 per share.
NOTE G - JOINT VENTURE
During the second quarter of 2000, IBT Bancorp, Inc. (the Bancorp) formed a new
subsidiary, Irwin Bank Financial Services, LLC. The newly formed subsidiary
commenced operations in June 2000 and will offer a full range of investment and
insurance services to customers and the general public. The Bancorp owns fifty
percent of the newly formed company and is recording their investments using the
equity method. At June 30, 2000 the Bancorp's investment was $125,000.
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, year
2000 issues, 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").
Irwin Bank Financial Services, LLC ("Irwin Bank Financial") operations
commenced on June 26, 2000. Irwin Bank Financial, a subsidiary of IBT Bancorp,
Inc., will offer insurance and investment services to customers and the general
public. See Note G to the consolidated financial statements.
On June 19, 2000, the Company began the operation of its fifth
supermarket branch. This facility is located in Penn Township, Pennsylvania.
FINANCIAL CONDITION
At June 30, 2000, total assets increased $13.4 million to $459.1
million from $445.7 million at December 31, 1999. Of this increase, net loans
receivable increased $16.3 million and securities available for sale increased
$5.5 million. Such increases were offset by a $7.4 million decrease in cash &
due from banks and a $2.9 million decrease in certificates of deposit. Such
funds were primarily used to pay down the outstanding federal funds purchased of
$7.0 million in the prior quarter. Additionally, in the current quarter, federal
funds sold decreased $6.6 million from the prior period ended March 31, 2000.
Such funds were used to fund new loan originations.
The growth in total deposits of $13.4 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
loans of $5.6 million and growth of the adjustable rate real estate secured
commercial loans of $6.3 million. Such increases were
6
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offset by the sale of the credit card portfolio of $1.6 million. The Company's
loan portfolio continues to grow due to the Company's offering of competitive
market interest rates.
Non-interest bearing deposits increased $5.1 million to $62.2 million
at June 30, 2000 from $57.1 million at December 31, 1999. Interest-bearing
deposits increased $8.2 million from $311.6 million at December 31, 1999. The
growth is primarily the result of increases in the number of deposit accounts.
For the current period, interest-bearing deposits increased $7.4 million and
non-interest bearing deposits decreased $1.0 million from the prior period ended
March 31, 2000
At June 30, 2000, total stockholders' equity increased $1.4 million to
$39.3 million from $37.9 million at December 31, 1999. The increase was due to
net income of $3.3 million for the period and an increase of $83,000 in
accumulated other comprehensive income, offset by the purchase of $602,000 of
Company stock, and dividends paid of $1.4 million. As previously reported, the
Company plans to purchase up to 151,100 shares of the Company's common stock. As
of June 30, 2000 the Company had repurchased 21,876 shares.
Accumulated other comprehensive income increased 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 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.
The change in market value of the investment securities available for sale will
not affect the Company's net income until the securities are sold. See Note D to
the condensed consolidated financial statements.
RESULTS OF OPERATIONS
Net income. Net income for the three months ended June 30, 2000
increased $65,000 to $1.7 million from $1.6 million for the comparable three
month period in 1999. Net income for the six months ended June 30, 2000
increased $150,000 to $3.3 million from $3.2 million for the comparable six
months 1999 period. Such increases for the three and six months ended June 30,
2000 were the result of higher net interest income and other income offset by
increases to the provision for loan losses and other expenses.
Interest income. Interest income for the three months ended June 30,
2000 increased $1.1 million to $8.2 million from $7.1 million for the comparable
three month period in 1999. Interest income for the six months ended June 30,
2000 increased $1.9 million to $16.0 million from $14.1 million for the
comparable six months 1999 period. The
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increases in the current three and six month periods were primarily due to the
increases in the average loan receivables and the average available for sale
securities portfolio.
Interest expense. Interest expense for the three months ended June 30,
2000 increased $676,000 to $3.9 million from $3.2 million for the comparable
three month period in 1999. Interest expense for the six months ended June 30,
2000 increased $1.1 million to $7.5 million from $6.4 million for the comparable
six months 1999 period. Increased interest expense for the current three and six
month periods were primarily due to the increase in FHLB advances, corporate
repurchase agreement deposits, and interest earning deposits.
Provision for loan losses. For the three months ended June 30, 2000,
provision for loan losses were $75,000 compared to $45,000 for the three months
ended June 30, 1999. 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.
Other income. Total other income for the three months ended June 30,
2000 increased $101,000 to $842,000 from $741,000 for the comparable three month
period in 1999. Other income for the six months ended June 30, 2000 increased
$220,000 to $1.6 million from $1.4 million for the comparable period in 1999.
The total increases for the three and six months ended June 30, 2000 were due to
the increase in service fees and a gain of $115,000 resulting from the sale of
the credit card portfolio offset by a loss of $106,000 on the sale of available
for sale securities. The increase in service fees resulted primarily from the
increase in overdraft fees.
Other expense. Total other expense for the three months ended June 30,
2000 increased $348,000 to $2.6 million from $2.3 million for the comparable
three month period in 1999. Other expense for the six months ended June 30, 2000
increased $680,000 to $5.0 million from $4.4 million for the comparable period
in 1999. While virtually all other
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expenses increased during the current three month and six month periods,
salaries, pension and other employee benefits, ATM expenses, and FDIC insurance
were the most significant. As previously disclosed, effective January 1, 2000,
the Bank Insurance Fund ("BIF") increased its assessments on deposits for all
banks insured by the BIF and the Company instituted an across the board salary
increase to all non-officer employees and eliminated the bonus reward program in
January 2000. Also, health insurance premiums increased causing increases in
pension and other employee benefits to increase. ATM expense increased for the
current three and six month periods due to increased fees from the Company's
processor.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no significant changes for the three and six months ended
June 30, 2000 from the information presented in the 10K statement, under the
caption Market Risk, for the year ended December 31, 1999.
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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 Company was held on April
18, 2000 and the following matter was voted upon:
Proposal I- Election of directors with terms to expire in 2002.
FOR WITHHELD
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Thomas Beter 2,626,770 40,850
William D. Fawcett 2,566,150 101,470
Edwin A. Paulone 2,626,770 40,850
Proposal II- The approval of the stock option plan of the year 2000.
FOR AGAINST ABSTAIN
--------- ------- -------
2,097,812 326,140 82,189
Item 5. Other Information
Not applicable.
10
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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.*
10 Change In Control Severance Agreement with Charles G. Urtin **
10.1 Deferred Compensation Plan For Bank Directors**
10.2 Retirement Agreement Between Irwin Bank & Trust Co. And J. Curt
Gardner**
10.3 Death Benefit Only Deferred Compensation Plan For Bank Directors
effective as of January 1, 1990**
10.4 Retirement and Death Benefit Deferred Compensation Plan For Bank
Directors effective as of January 1, 1990**
10.5 2000 Stock Option Plan***
27 Financial Data Schedule (electronic filing only)
---------------------------------
* Incorporated by reference to the identically numbered exhibits of
the Registrant's Form 10 (file no. 0-25903)
** Incorporated by reference to the identically numbered exhibits of
the Registrant's Form 10Ks for December 31, 1999.
*** Incorporated by reference to the definitive proxy statement of
the registrant filed on March 17, 2000.
(b) None.
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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 10, 2000 By:/s/Charles G. Urtin
------------------------------------
Charles G. Urtin
President, Chief Executive Officer
And Chief Accounting Officer
(Duly authorized officer)
12