IBT BANCORP INC /MI/
10-Q, 1997-11-12
STATE COMMERCIAL BANKS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended September 30, 1997

                                       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 Number:          0-18415
                       -------------------------------------

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

            Michigan                              38-2830092
- --------------------------------------------------------------------------------
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)               identification No.)

         200 East Broadway  Mt. Pleasant, MI             48858
- --------------------------------------------------------------------------------
(Address of principal executive offices)               (Zip code)

                                 (517) 772-9471
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No


                      APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

            Common Stock $6 par value, 790,383 as of October 31, 1997
           ----------------------------------------------------------





<PAGE>   2
                                IBT BANCORP, INC.
                               Index to Form 10-Q


Part I   Financial Information                              Page Number

          Item 1   Financial Statements                            3

          Item 2   Management's Discussion and
                   Analysis of Financial Condition
                   and Results of Operations                       8


Part II  Other Information

          Item 6   Exhibits and Reports on Form 8-K                19



















                                        2

<PAGE>   3




                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

IBT BANCORP, INC.
CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>
(dollars in thousands)                                                      September 30     December 31
                                                                                1997             1996
                                                                                ----             ----
                                                                             (Unaudited) 
<S>                                                                          <C>              <C>
ASSETS                                                                                                  
  Cash and demand deposits due from banks .................................   $ 10,423         $ 11,945 
  Federal funds sold ......................................................      8,400            3,175 
                                                                              --------         -------- 
                                            TOTAL CASH AND CASH EQUIVALENTS     18,823           15,120 
                                                                                                        
  Investment securities:                                                                                
     Securities available for sale  (amortized cost of                                                  
       $47,732 in 1997 and $50,300 in 1996) ...............................     48,052           50,484 
     Securities held to maturity (Fair value --                                                         
       $7,507 in 1997 and $9,509 in 1996) .................................      7,446            9,495 
                                                                              --------         -------- 
                                                TOTAL INVESTMENT SECURITIES     55,498           59,979 
                                                                                                        
  Loans:                                                                                                
     Commercial and agricultural ..........................................     39,303           40,068 
     Real estate mortgage .................................................    141,259          137,998 
     Installment ..........................................................     37,367           37,388 
                                                                              --------         -------- 
                                                                TOTAL LOANS    217,929          215,454 
  Less allowance for loan losses ..........................................      2,965            2,620 
                                                                              --------         -------- 
                                                                  NET LOANS    214,964          212,834 
                                                                                                        
  Other assets ............................................................     11,189           10,809 
                                                                              --------         -------- 
                                                               TOTAL ASSETS   $300,474         $298,742 
                                                                              ========         ======== 
                                                                                                        
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                    
  Deposits:                                                                                             
     Noninterest bearing .................................................. $   38,822         $ 41,923 
     NOW accounts .........................................................     35,692           39,886 
     Certificates of deposit and other savings ............................    177,583          171,836 
     Certificates of deposit over $100,000 ................................     14,787           14,004 
                                                                              --------         -------- 
                                                             TOTAL DEPOSITS    266,884          267,649 
  Accrued interest and other liabilities ..................................      3,089            3,093 
                                                                              --------         -------- 
                                                          TOTAL LIABILITIES    269,973          270,742 
                                                                                                        
  Shareholders' Equity:                                                                                 
     Common stock -- $6 par value .........................................      4,742            4,701 
       4,000,000 shares authorized; outstanding--                                                       
       790,321 in 1997 (783,457 in 1996)                                                                
     Capital surplus ......................................................     13,574           13,262 
     Retained earnings ....................................................     11,974            9,916 
     Unrealized gain on securities available for                                                        
       sale - net of taxes of $109 in 1997 and $62 in                                                   
       1996 ...............................................................        211              121 
                                                                              --------         -------- 
                                                 TOTAL SHAREHOLDERS' EQUITY     30,501           28,000 
                                                                              --------         -------- 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ................................   $300,474         $298,742 
                                                                              ========         ======== 

</TABLE>


See notes to consolidated financial statements

                                        3

<PAGE>   4





IBT BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)

(dollars in thousands)

<TABLE>
<CAPTION>
                                                    Nine Month Period Ended September 30, 1996
                                     -------------------------------------------------------------------------------
                                                                                      Unrealized
                                                                                       Net Gain
                                                                                      (Loss) on
                                       Number of                                      Securities           Total
                                        Shares       Common    Capital     Retained    Available        Shareholders'
                                     Outstanding     Stock     Surplus     Earnings    For Sale            Equity
                                     -----------     ------    -------     --------   ----------         -----------
<S>                                   <C>           <C>       <C>         <C>         <C>                 <C>
BALANCE AT JANUARY 1, 1996             703,248      $ 4,220   $ 10,220    $ 10,856    $   509             $25,805
  Net income                                                                 2,512                          2,512
  Cash dividends paid - $0.72                                                 (565)                          (565)
  10% stock dividend                    70,243          421      2,669      (3,090)                      
  Issuance of common stock               7,582           45        279                                        324
  Change in unrealized loss on                                                                           
    securities available for sale,                                                                       
    net of tax benefit of $275,000                                                       (534)               (534)
                                       -------    ---------   --------    --------    -------             ------- 
BALANCE AT SEPTEMBER 30, 1996          781,073    $   4,686   $ 13,168    $  9,713    $   (25)            $27,542
                                       =======    =========   ========    ========    =======             =======
                                                                                               

</TABLE>


<TABLE>
<CAPTION>
                                                          Nine Month Period Ended September 30, 1997
                                             --------------------------------------------------------------------------------
                                                                                                Unrealized
                                                                                                 Net Gain
                                                                                                    on
                                              Number of                                          Securities        Total
                                               Shares         Common    Capital    Retained      Available      Shareholders'
                                             Outstanding      Stock     Surplus    Earnings       For Sale        Equity
                                             -----------      ------    -------    --------     -----------     ------------
<S>                                           <C>             <C>     <C>         <C>            <C>            <C>
BALANCE AT JANUARY 1, 1997                     783,457        $4,701   $13,262     $ 9,916        $ 121          $ 28,000  
  Net income                                                                         2,648                          2,648  
  Cash dividends paid - $0.75                                                         (590)                          (590) 
  Issuance of common stock                       6,864            41       312                                        353  
  Change in unrealized gain on                                                                                             
    securities available for sale,                                                                                         
    net of $65 tax benefit                                                                           90                90   
                                               -------      --------  --------    --------      -------          --------
BALANCE AT SEPTEMBER 30, 1997                  790,321      $  4,742  $ 13,574    $ 11,974      $   211          $ 30,501   
                                               =======      ========  ========    ========      =======          ========

</TABLE>

See notes to consolidated financial statements.



                                      4

<PAGE>   5




IBT BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)


<TABLE>
<CAPTION>
(dollars in thousands, except per share data)
                                                                      Three Months Ended     Nine Months Ended
                                                                         September 30          September 30
                                                                      ------------------     -----------------
                                                                       1997        1996       1997        1996
                                                                      ------------------     -----------------
<S>                                                                    <C>       <C>       <C>        <C>
INTEREST INCOME
  Loans..............................................................  $4,744    $ 4,522   $ 13,994    $13,001
  Investment securities:
    Taxable .........................................................     662        683      2,061      2,203
    Nontaxable ......................................................     166        176        496        608
                                                                       ------    -------   --------    ------- 
                             TOTAL INTEREST ON INVESTMENT SECURITIES      828        859      2,557      2,811

  Federal funds sold ................................................     122        117        304        292
                                                                       ------    -------   --------    ------- 
                                                TOTAL INTEREST INCOME   5,694      5,498     16,855     16,104

INTEREST EXPENSE ON DEPOSITS ........................................   2,625      2,506      7,740      7,388
                                                                       ------    -------   --------    -------
                                                  NET INTEREST INCOME   3,069      2,992      9,115      8,716

Provision for loan losses ...........................................     134        128        386        368
                                                                       ------    -------   --------    -------
                                            NET INTEREST INCOME AFTER
                                            PROVISION FOR LOAN LOSSES   2,935      2,864      8,729      8,348

NONINTEREST INCOME
  Trust fees ........................................................      87         78        261        231
  Service charges on deposit accounts ...............................      72         70        214        215
  Other service charges and fees ....................................     233        282        665        817
  Other..............................................................     155        126        394        344
  Net realized (loss) gain on securities sold .......................      (4)         0        (15)         4
                                                                       ------    -------   --------    -------
                                             TOTAL NONINTEREST INCOME     543        556      1,519      1,611

NONINTEREST EXPENSES
  Salaries, wages and employee benefits .............................   1,208      1,147      3,596      3,437
  Occupancy..........................................................     162        185        477        509
  Furniture and equipment............................................     242        288        703        819
  Other .............................................................     585        612      1,750      1,729
                                                                       ------    -------   --------    -------
                                            TOTAL NONINTEREST EXPENSE   2,197      2,232      6,526      6,494

          INCOME BEFORE FEDERAL INCOME TAXES ........................   1,281      1,188      3,722      3,465
Federal income taxes ................................................     371        335      1,074        953
                                                                       ------    -------   --------    -------
                                                           NET INCOME  $  910    $   853   $  2,648    $ 2,512
                                                                       ======    =======   ========    =======

Net income per share ................................................  $ 1.16    $  1.10   $   3.37    $  3.24
                                                                       ======    =======   ========    =======

Cash dividends per share ............................................  $ 0.25    $  0.24   $   0.75    $  0.72
                                                                       ======    =======   ========    =======


</TABLE>

See notes to consolidated financial statements.








                                      5

<PAGE>   6


IBT BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
(dollars in thousands)                                                                        Nine Months Ended
                                                                                                September 30
                                                                                             1997          1996
                                                                                             ----          ----
<S>                                                                                        <C>           <C>
OPERATING ACTIVITIES
  Interest and fees collected on loans
    and investments...........................................................             $ 16,853      $ 16,134
  Other fees and income received..............................................                1,503         1,613
  Interest paid...............................................................               (7,689)       (7,291)
  Cash paid to suppliers and employees........................................               (6,244)       (5,259)
  Income taxes paid...........................................................               (1,167)       (1,141)
                                                                                           --------      --------
                                     NET CASH PROVIDED BY OPERATING ACTIVITIES                3,256         4,056

INVESTING ACTIVITIES
  Proceeds from maturities and sales of
    securities available for sale.............................................               14,499        20,563
  Proceeds from maturities of
    securities held to maturity...............................................                2,297         2,866
  Purchase of securities available for sale...................................              (11,607)      (13,314)
  Purchase of securities held to maturity.....................................                 (702)       (4,136)
  Net increase in loans.......................................................               (2,517)      (21,158)
  Purchases of equipment and premises.........................................                 (521)         (971)
                                                                                           --------      --------
                              NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES                1,449       (16,150)

FINANCING ACTIVITIES
  Net (decrease) increase in non-interest bearing deposits....................               (3,101)        1,069
  Net increase in interest bearing deposits...................................                2,336        12,995
  Cash dividends..............................................................                 (590)         (564)
  Proceeds from issuance of common stock......................................                  353           323
                                                                                           --------      --------

                            NET CASH  PROVIDED (USED) BY FINANCING ACTIVITIES                (1,002)       13,823
                                                                                           --------      --------

                                        INCREASE IN CASH AND CASH EQUIVALENTS                 3,703         1,729

                             Cash and cash equivalents at beginning of period                15,120        21,699
                                                                                           --------      --------

                                   CASH AND CASH EQUIVALENTS AT END OF PERIOD              $ 18,823      $ 23,428
                                                                                           ========      ========
</TABLE>

See notes to consolidated financial statements

                                                             6

<PAGE>   7





                                IBT BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1  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 and Article 10 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
only of normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three and nine month periods ended
September 30, 1997 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1997. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Corporation's annual report for the year ended December 31, 1996.

NOTE 2  COMPUTATION OF EARNINGS PER SHARE

The net income per share amounts are based on the weighted average number of
common shares outstanding. The weighted average number of common shares
outstanding were 786,210 and 776,390 for the nine month periods ending September
30, 1997 and 1996, respectively.

In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share.
SFAS No. 128 simplifies the standards for computing earnings per share (EPS) and
makes them comparable to international EPS standards. It also replaces the
presentation of primary EPS with a presentation of basic EPS. Since the
Corporation has a simple capital structure, implementation of SFAS No. 128 is
not expected to have an impact on the Corporation's reporting of EPS. SFAS No.
128 is required to be implemented for periods ending after December 15, 1997.


                                        7

<PAGE>   8



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS

         The following is management's discussion and analysis of the major
factors that influenced IBT Bancorp's financial performance. This analysis
should be read in conjunction with the Corporation's 1996 annual report and with
the unaudited financial statements and notes thereto, as set forth on pages 3
through 7 of this report.

                 NINE MONTHS ENDING SEPTEMBER 30, 1997 AND 1996

RESULTS OF OPERATIONS

         Net income equaled $2.65 million for the nine month period ended
September 30, 1997, compared to $2.51 million for the same period in 1996, a
5.4% increase. The increase in net income was due primarily to higher net
interest income. Return on average assets, which measures the ability of the
Corporation to profitably and efficiently employ its resources, equaled 1.18%
for the first nine months of 1997 and 1.17% in 1996. Return on average equity,
which indicates how effectively the Corporation is able to generate earnings on
shareholder invested capital, equaled 12.11% through September 30, 1997 versus
12.61% through September 30, 1996.

SUMMARY OF SELECTED FINANCIAL DATA


<TABLE>
<CAPTION>
(Dollars in thousands except per share data)         Year to Date
                                                     September 30
                                                 ------------------
                                                  1997         1996
                                                 ------------------
<S>                                              <C>         <C>
INCOME STATEMENT DATA:
   Net interest income .....................     $9,115      $8,716
   Provision for loan losses ...............        386         368
   Net income ..............................      2,648       2,512

PER SHARE DATA:
   Net income per common share .............     $ 3.37      $ 3.24
   Cash dividend per common share ..........       0.75        0.72

RATIOS:
   Average primary capital to average assets      10.57%      10.07
   Net income to average assets ............       1.18        1.17
   Net income to average equity ............      12.11       12.61

</TABLE>

NET INTEREST INCOME

Net interest income equals interest income less interest expense and is the
primary source of income for IBT Bancorp. In accordance with SFAS No. 91,
"Accounting for Loan Fees," interest income includes amortization of net
deferred loan fees of $444,000 in 1997 versus $472,000 in 1996. For analytical
purposes, net interest income is adjusted to a "taxable equivalent" basis by
adding the income tax savings from interest on tax-exempt loans and securities,
thus making year-to-year comparisons more meaningful.
                                                          (continued on page 12)

                                        8

<PAGE>   9





TABLE 1

IBT BANCORP, INC.

AVERAGE BALANCES; INTEREST RATE AND NET INTEREST INCOME
(Dollars in Thousands)

         The following schedules present the daily average amount outstanding
for each major category of interest earning assets, nonearning assets, interest
bearing liabilities, and noninterest bearing liabilities. This schedule also
presents an analysis of interest income and interest expense for the periods
indicated. All interest income is reported on a fully taxable equivalent (FTE)
basis using a 34% tax rate. Nonaccruing loans, for the purpose of the following
computations, are included in the average loan amounts outstanding.


<TABLE>
<CAPTION>
                                                                             Nine Months Ending
                                                   September 30, 1997                                 September 30, 1996
                                                         Tax              Average                            Tax         Average
                                         Average      Equivalent          Yield/          Average         Equivalent      Yield/
                                         Balance       Interest            Rate           Balance           Interest       Rate
                                         -------       --------            ----           -------           --------       ----
<S>                                    <C>            <C>               <C>              <C>               <C>           <C>
INTEREST EARNING ASSETS:                                              
  Loans                                $ 215,906        $ 14,064           8.69%         $ 195,410          $13,076        8.92%
  Taxable investment securities           42,297           1,988           6.27             47,310            2,188        6.17 
  Nontaxable investment securities        13,975             752           7.17             15,798              921        7.77 
  Federal funds sold                       7,613             303           5.31              7,438              293        5.25 
  Other                                    1,433              73           6.79                344               15        5.81 
                                       ---------        --------         ------          ---------          -------      ------ 
                  Total Earning Assets   281,224          17,180           8.15            266,300           16,493        8.26 
                                                                                                                                
NONEARNING ASSETS:                                                                                                              
  Allowance for loan losses               (2,827)                                           (2,444)                             
  Cash and due from banks                 10,251                                            10,876                              
  Premises and equipment                   5,712                                             5,433                              
  Accrued income and other assets          5,586                                             5,504                              
                                       ---------                                         ---------                              
                  Total Assets           299,946                                         $ 285,669                              
                                       =========                                         =========                              
                                                                                                                                
INTEREST BEARING LIABILITIES:                                                                                                   
  Interest bearing demand deposits        39,376             788           2.67          $  39,711              813        2.73 
  Savings deposits                        70,237           1,698           3.22             68,363            1,610        3.14 
  Time deposits                          120,299           5,254           5.82            113,027            4,965        5.86 
                                       ---------        --------         ------          ---------          -------      ------ 
    Total Interest Bearing Liabilities   229,912           7,740           4.49            221,101            7,388        4.46 
                                                                                                                                
NONINTEREST BEARING LIABILITIES                                                                                                 
  AND SHAREHOLDERS' EQUITY:                                                                                                     
  Demand deposits                         37,656                                            34,888                              
  Other                                    3,211                                             3,121                              
  Shareholders' equity                    29,167                                            26,559                              
                                       ---------                                         ---------                              
      Total Liabilities and Equity     $ 299,946                                         $ 285,669                              
                                       =========                                         =========                              
                                                                                                                                
Net interest income (FTE)                               $  9,440                                            $ 9,105             
                                                        ========                                            =======             
                                                                                                                                
Net yield on interest 
  earning assets (FTE)                                                     4.48%                                           4.56%
                                                                         ======                                          ====== 

</TABLE>




                                      9

<PAGE>   10



TABLE 2

IBT BANCORP, INC.

VOLUME AND RATE VARIANCE ANALYSIS

(Dollars in Thousands)

  The following table sets forth the effect of volume and rate changes on
interest income and expense for the periods indicated. For the purpose of this
table, changes in interest due to volume and rate were determined as follows:

    Volume Variance - change in volume multiplied by the previous year's rate.
    Rate Variance -   change in the fully taxable equivalent (FTE) rate
                      multiplied by the prior year's volume.

  The change in interest due to both volume and rate has been allocated to
volume and rate changes in proportion to the relationship of the absolute dollar
amounts of the change in each.


<TABLE>
<CAPTION>
                                                                Nine Month Period Ended September 30, 1997
                                                                                Compared to
                                                                            September 30, 1996
                                                                        Increase (Decrease) Due to
                                                         -----------------------------------------------------------
                                                           Volume                  Rate                  Net     
                                                           ------                  ----                  ---
<S>                                                        <C>                  <C>                    <C>
CHANGES IN INTEREST INCOME:                                                                                      
    Loans                                                  $ 1,342               $ (354)               $  988    
    Taxable investment securities                             (235)                  35                  (200)   
    Nontaxable investment securities                          (101)                 (68)                 (169)   
    Federal funds sold                                           7                    3                    10    
    Other investments                                           55                    3                    58    
                                                           -------               ------                ------    
         Total changes in interest income                    1,068                 (381)                  687    
         Total changes in interest expense                     348                    4                   352    
                                                           -------               ------                ------    
            Net Change in Interest Margin (FTE)            $   720                 (385)               $  335    
                                                           =======               ======                ======    

</TABLE>








                                      10

<PAGE>   11




TABLE 3

IBT BANCORP, INC.

SUMMARY OF LOAN LOSS EXPERIENCE

(Dollars in Thousands)


<TABLE>
<CAPTION>
                                                                                  Year to Date
                                                                                  September 30
                                                                       -------------------------------
                                                                         1997                   1996
                                                                       -------                 -------
<S>                                                                    <C>                  <C>
   Summary of changes in allowance for loan losses:
      Allowance for loan losses - January 1                            $  2,621             $   2,248
         Loans charged off                                                 (266)                 (208)
         Recoveries of previously charged off loans                         224                   226
                                                                       --------             ---------
         Net loans (charged off) recovered                                  (42)                   18
      Provision charged to operations                                       386                   368
                                                                       --------             ---------
      Allowance for loan losses - Sepember 30                          $  2,965             $   2,634
                                                                       ========             =========

   Allowance for loan losses as a % of loans                               1.36%                 1.27%
                                                                       ========             =========
</TABLE>
                                                                        
NONPERFORMING LOANS

(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                 September 30
                                                                         1997                  1996
                                                                       --------              --------
<S>                                                                   <C>                  <C>
   Total amount of loans outstanding for
      the period (net of unearned interest)                            $217,929              $207,172
                                                                       ========              ========

   Nonaccrual loans                                                    $    332              $     35
   Accruing loans past due 90 days or more                                  649                   532
   Restructured loans                                                       105                     0
                                                                       --------              --------
                                    Total                              $  1,086              $    567
                                                                       ========              ========

   Loans classified as nonperforming as
      a % of outstanding loans                                             0.50%                 0.27%
                                                                       ========              ========
   Loans classified as substandard to
   Allowance for loan losses - September 30                               36.63%                21.53%
                                                                       ========              ========

</TABLE>


To management's knowledge, there are no other loans which cause management to
have serious doubts as to the ability of a borrower to comply with their loan
repayment terms.


                                      11

<PAGE>   12




NET INTEREST INCOME (CONTINUED)

As shown in Tables number 1 and 2, when comparing the nine month period ending
September 30, 1997 to the same period in 1996, fully taxable equivalent (FTE)
net interest income increased $335,000 or 3.7%. An increase of 5.6% in average
interest earning assets provided $1,068,000 of FTE interest income. The majority
of this increase was funded by a 4.0% increase in interest bearing deposits,
resulting in $348,000 of additional interest expense. Overall, changes in volume
resulted in $720,000 of additional FTE interest income. The average FTE interest
rate earned on assets decreased by 0.11%, decreasing FTE interest income by
$381,000 and the average rate paid on deposits increased by 0.03%, increasing
interest expense by $4,000. The increased interest rates earned and paid reduced
FTE net interest income by $335,000.

The Corporation's FTE net interest yield as a percentage of average earning
assets during the first nine months of 1997 decreased 0.08% to 4.48%. The
decrease was primarily a result of three factors: the Corporation's increasing
reliance on higher cost deposits such as certificates of deposit and money
market accounts to fund asset growth; an increase in the percentage of earning
assets invested in lower yielding mortgage loans; and lower rates earned on
other loan types due to competition.

In addition to changes in asset and liability mix, changes in rates have an
impact on the Corporation's interest income. Management expects short term
interest rates to remain steady during the remainder of 1997. Based on this
expectation, the Corporation's assets and liability repricing characteristics
and its increased use of higher cost deposits to fund asset growth, management
projects that the Corporation's FTE net interest margin as a percentage of
average assets will decrease slightly through the remainder of 1997. Due to the
many factors that can affect net interest income, interest income earned cannot
be predicted with any certainty.

PROVISION FOR LOAN LOSSES

The viability of any financial institution is ultimately determined by its
management of credit risk. Net loans outstanding represent 72% of the
Corporation's total assets and is the Corporation's single largest concentration
of risk. The allowance for loan losses is management's estimation of potential
future losses inherent in the existing loan portfolio. Factors used to evaluate
the loan portfolio, and thus to determine the current charge to expense, include
recent loan loss history, financial condition of borrowers, amount of
nonperforming loans, overall economic conditions, and other factors.

Comparing the year to date period of September 30, 1997 to the same period in
1996, average loans outstanding increased 10.5%. The provision for loan losses
was increased 4.9% to $386,000. The increase in the provision was due to the
increase in net outstanding loans. During the first nine months of 1997, net
loans charged off equaled $42,000 or 0.02% of average loans, compared to net
recoveries of $18,000 in 1996. Loans classified as nonperforming were 0.50% of
loans as of September 30, 1997 versus 0.27% for 1996. As of September 30, 1997,
the allowance for loan losses as a percentage of loans equaled 1.36%. In
management's opinion, the allowance for loan losses is adequate as of September
30, 1997.


                                      12

<PAGE>   13



NONINTEREST INCOME

Noninterest income consists of trust fees, deposit service charges, fees for
other financial services, and gains and losses from the sale of securities
available for sale. The income earned from these sources decreased $92,000 for
the nine month period ending September 30, 1997, compared to the same period in
1996. Significant changes were a $216,000 decrease in ATM fees, a $31,000
increase in brokerage commissions, a $30,000 decrease in trust fees, a $29,000
increase in overdraft fees, a $22,000 increase in gains on the sale of
residential real estate mortgages, and a $19,000 decrease in the gains and
losses on the sale of securities available for sale.

The Corporation has established a policy that all 15 and 30 year amortized fixed
rate mortgage loans will be sold. These loans are accounted for according to
SFAS 125, and are sold without recourse. The Corporation retains the servicing
of these loans. The calculation of gains on the sale of mortgages exclude at
least 25 basis points for the servicing of these loans. Included in other
operating income is a $104,000 gain from the sale of $12.1 million in mortgages
during the first nine months of 1997 versus a $70,000 gain from the sale of $9.7
million in 1996.

NONINTEREST EXPENSE

Noninterest expense increased $32,000 or 0.5% during the first nine months of
1997 when compared to 1996. The largest component of noninterest expense is
salaries and employee benefits, which increased $159,000 or 4.6%. The majority
of this increase is related to an increase in staff and normal merit and
promotional salary increases. Occupancy and furniture and equipment expenses
decreased $148,000. The decrease in these expenses is associated with automatic
teller machine operating costs, computer operations, and building and equipment
depreciation. Other noninterest expenses increased $21,000. The most significant
changes were increases in postage, FDIC insurance premiums, other losses, and
loan documentation expenses.


                  QUARTER ENDED SEPTEMBER 30, 1997 AND 1996

RESULTS OF OPERATIONS

Net income equaled $910,000 for the third quarter in 1997 compared to $853,000
for the same period in 1996, a 6.7% increase. The increase in net income was due
primarily to higher net interest income. Return on average assets equaled 1.21%
for the third quarter in 1997 compared to 1.17% for the same period in 1996.
Return on average equity equaled 12.13% for the third quarter in 1997, versus
12.48% for the third quarter in 1996.


                                      13

<PAGE>   14




SUMMARY OF SELECTED FINANCIAL DATA

(Dollars in thousands except per share data)


<TABLE>
<CAPTION>
                                                                               Quarter Ended
                                                                               September 30
                                                                       ------------------------------
                                                                           1997                1996
                                                                       ------------------------------
<S>                                                                      <C>                  <C>
   INCOME STATEMENT DATA:
      Net interest income                                                $ 3,069              $ 2,992
         Provision for loan losses                                           134                  128
         Net income                                                          910                  853

   PER SHARE DATA:
         Net income per common share                                     $  1.16              $  1.10
         Cash dividend per common share                                     0.25                 0.24

   RATIOS:
         Net income to average assets                                       1.21%                1.17%
         Net income to average equity                                      12.13                12.48

</TABLE>

NET INTEREST INCOME

When comparing net interest income for the third quarter of 1997 to the same
period in 1996, a 3.9% increase in average interest-earning assets provided
$248,000 of additional FTE interest income. The average rate of interest-earning
assets decreased 0.04%, resulting in a $60,000 decrease in FTE interest income.
The changes in average balances and rates of earning assets provided an
additional $188,000 of FTE interest income. The growth of earning assets was
funded primarily by growth in interest-bearing deposits, which increased by 2.5%
in 1997. The average cost of these deposits decreased by 0.10%. The changes in
the average balances and rate paid on interest-bearing deposits resulted in
$119,000 of additional interest expense. Overall, the changes in interest rate
earned and paid and average balances resulted in additional net interest income
of $69,000 in the third quarter of 1997 when compared to the same period in
1996.

PROVISION FOR LOAN LOSSES

Comparing the quarter ended September 30, 1997 and 1996, average total loans
outstanding increased 6.4%. The allowance for loan losses as a percentage of
total outstanding loans was 1.36% as of September 30, 1997 and 1.27% in 1996.
During the third quarter of 1997, the Corporation had net charge offs of
$53,000. The amount provided for loan losses in the third quarter of 1997 was
$134,000 versus $128,000 in 1996. The increase in the provision was due to the
increase in outstanding loans.

NONINTEREST INCOME

Noninterest income earned in the third quarter of 1997 compared to the same
period in 1996, decreased $13,000. The most significant changes were an $81,000
decrease in ATM fees, a $21,000 increase in gains on the sale of mortgage loans,
a $16,000 increase in overdraft fees, a $9,000 increase in trust fees, and a
$9,000 increase on income earned from the sale of credit life insurance.

                                      14

<PAGE>   15






TABLE 4

IBT BANCORP, INC.

AVERAGE BALANCES; INTEREST RATE AND NET INTEREST INCOME

(Dollars in Thousands)

      The following schedules present the daily average amount outstanding for
each major category of interest earning assets, nonearning assets, interest
bearing liabilities, and noninterest bearing liabilities. This schedule also
presents an analysis of interest income and interest expense for the periods
indicated. All interest income is reported on a fully taxable equivalent (FTE)
basis using a 34% tax rate. Nonaccruing loans, for the purpose of the following
computations, are included in the average loan amounts outstanding.



<TABLE>
<CAPTION>
                                                                             Quarter Ending
                                                September  30, 1997                           September 30, 1996
                                                         Tax           Average                          Tax         Average
                                         Average      Equivalent       Yield/          Average       Equivalent     Yield/
                                         Balance       Interest        Rate            Balance       Interest        Rate
                                         -------       --------        -----           --------      ----------     -------
<S>                                    <C>             <C>             <C>           <C>              <C>           <C>
INTEREST EARNING ASSETS:                                        
  Loans                                $ 216,967       $  4,766         8.79%        $  203,887       $ 4,547        8.92%
  Taxable investment securities           40,376            638         6.32             43,786           678        6.19
  Nontaxable investment securities        13,874            252         7.27             14,085           266        7.55
  Federal funds sold                       8,844            121         5.47              8,911           117        5.25
  Other                                    1,466             24         6.55                361             5        5.54
                                       ---------       --------         ----           --------       -------        ----
                  Total Earning Assets   281,527          5,801         8.24            271,030         5,613        8.28
                                                                
NONEARNING ASSETS:                                              
  Allowance for loan losses               (2,912)                                        (2,552)
  Cash and due from banks                 10,510                                         11,785
  Premises and equipment                   5,669                                          5,578
  Accrued income and other assets          5,732                                          5,207
                                       ---------                                       --------
                  Total Assets         $ 300,526                                       $291,048
                                       =========                                       ========
                                                                
INTEREST BEARING LIABILITIES:                                   
  Interest bearing demand deposits     $  38,112            254         2.67           $ 38,310           258        2.69
  Savings deposits                        68,415            554         3.24             68,641           545        3.18
  Time deposits                          122,390          1,817         5.94            116,479         1,703        5.85
                                       ---------       --------         ----           --------       -------        ----
    Total Interest Bearing Liabilities   228,917          2,625         4.59            223,430         2,506        4.49
                                                                
NONINTEREST BEARING LIABILITIES                                 
AND SHAREHOLDERS EQUITY:                                        
  Demand deposits                         38,500                                         37,114
  Other                                    3,097                                          3,173
  Shareholders' equity                    30,012                                         27,331
                                       ---------                                       --------
       Total Liabilities and Equity    $ 300,526                                       $291,048
                                       =========                                       ========
                                                                
Net interest income (FTE)                              $  3,176                                       $ 3,107
                                                       ========                                       =======
                                                                
Net yield on interest earning assets (FTE)                              4.51%                                        4.59%
                                                                        ====                                         ====

</TABLE>

                                      15

<PAGE>   16




TABLE 5

IBT BANCORP, INC.

VOLUME AND RATE VARIANCE ANALYSIS

(Dollars in Thousands)

The following table sets forth the effect of volume and rate changes on interest
income and expense for the periods indicated. For the purpose of this table,
changes in interest due to volume and rate were determined as follows:

    Volume Variance - change in volume multiplied by the previous year's rate.
    Rate Variance -   change in the fully taxable equivalent
                      (FTE) rate multiplied by the prior year's volume.

The change in interest due to both volume and rate has been allocated to volume
and rate changes in proportion to the relationship of the absolute dollar
amounts of the change in each.


<TABLE>
<CAPTION>

                                                                  Quarter Ended September 30, 1997
                                                                            Compared to
                                                                        September  30, 1996
                                                                    Increase (Decrease) Due to
                                                                ----------------------------------
                                                                 Volume         Rate         Net
<S>                                                              <C>           <C>          <C>
CHANGES IN INTEREST INCOME:
     Loans                                                        $288          $(69)       $219
     Taxable investment securities                                 (54)           14         (40)
     Nontaxable investment securities                               (3)          (11)        (14)
     Federal funds sold                                             (1)            5           4
     Other Investments                                              18             1          19
                                                                  ----          ----        ----
         Total changes in interest income                          248           (60)        188
         Total changes in interest expense                          84            35         119
                                                                  ----          ----        ----
         Net Change in Interest Margin (FTE)                      $164          $ 95        $ 69
                                                                  ====          ====        ====

</TABLE>

                                      16

<PAGE>   17




NONINTEREST EXPENSE

Noninterest expense decreased $35,000 for the third quarter of 1997 when
compared to the same period in 1996. Noninterest expense includes salary and ,
occupancy, and other operating expenses. Salaries and employee benefits
increased $61,000 due to normal merit and promotional salary increases.
Occupancy and equipment expense decreased $69,000. The majority of this decrease
is related to the operating expenses associated with automatic teller machines.
Other operating expenses decreased $27,000. The most significant changes were
decreases in printing and office supplies, correspondent bank charges, audit
fees, consultant fees, and an increase in FDIC deposit insurance premiums and
legal fees.

ANALYSIS OF CHANGES IN FINANCIAL CONDITION

Since December 31, 1996, total assets increased $1.7 million to $300.5 million.
During this period the loan porftolio increased $2.5 million, fed funds sold
increased $5.2 million, and investment securities decreased $4.5 million.
Changes in funding sources include a $3.1 decrease in noninterest bearing
deposits, an increase in interest bearing deposits of $23 million and a $2.5
million increase in shareholders' equity.

LIQUIDITY

Liquidity management is designed to have adequate resources available to meet
depositor and borrower discretionary demands for funds. Liquidity is also
required to fund expanding operations, investment opportunities, and the payment
of cash dividends. The primary sources of the Corporation's liquidity are cash,
cash equivalents, and investment securities available for sale.

As of September 30, 1997, cash and cash equivalents as a percentage of total
assets equaled 6.3%, versus 5.1% as of December 31, 1996. During the first nine
months of 1997, $3.3 million in net cash was provided from operations, and $1.4
million was provided by financing activities. Financing activities used $1.0
million. The accumulated effect of the Corporation's operating, investing, and
financing activities was a $3.7 million increase in cash and cash equivalents
during the first nine months of 1997.

In addition to cash and cash equivalents, investment securities available for
sale are another source of liquidity. Securities available for sale equaled
$48.1 million as of September 30, 1997 and $50.5 million as of December 31,
1996. The Corporation's liquidity is considered adequate by the management of
the Corporation.

CAPITAL

The capital of the Corporation consists solely of common stock, surplus,
retained earnings, and unrealized gains or (losses) on securities available for
sale; and increased approximately $2.5 million since December 31, 1996. As of
September 30, 1997, the Corporation's capital included $211,000 of unrealized
gain on securities available for sale.


                                      17

<PAGE>   18



CAPITAL (CONTINUED)

There are significant capital regulatory constraints placed on the Corporation's
capital. The Federal Reserve Board's current recommended minimum tier 1 and tier
2 capital to average assets requirement is 6.0%. The Corporation's tier 1 and
tier 2 capital to average assets, which consists of shareholders' equity plus
the allowance for loan losses, was 11.0% at September 30, 1997.

The Federal Reserve Board has established a minimum risk based capital standard.
Under this standard, a framework has been established that assigns risk weights
to each category of on- and off-balance sheet items to arrive at risk adjusted
total assets. Regulatory capital is divided by the risk adjusted assets with the
resulting ratio compared to the minimum standard to determine whether a bank has
adequate capital. The minimum standard is 8%, of which at least 4% must consist
of equity capital net of goodwill. The following table sets forth the
percentages required under the Risk Based Capital guidelines and the
Corporation's ratios as of September 30, 1997:

PERCENTAGE OF CAPITAL TO RISK ADJUSTED ASSETS:


<TABLE>
<CAPTION>
                                                    IBT Bancorp
                                                                  Actual
                                          Required               09/30/97
                                         ------------          ------------
         <S>                               <C>                     <C>
         Equity Capital                     4.00                   15.79
         Secondary Capital*                 4.00                    1.25
         Total Capital                      8.00                   17.04

</TABLE>

  *      IBT Bancorp's secondary capital consists solely of the allowance for
         loan losses. The percentage for the secondary capital under the
         required column is the maximum allowed from all sources.



















                                      18

<PAGE>   19




                         PART II - OTHER INFORMATION


Item 6   EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibit 27 - Financial Data Schedule
         (b)   No reports on Form 8-K were filed or required to be filed
               during the quarter ended September 30, 1997.
         








                                      19

<PAGE>   20




                                  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:   November 7, 1997         /s/ David W. Hole
      --------------------       --------------------------------------------
                                 David W. Hole, President/CEO
                                 
                                 
                                 
                                 /s/ Dennis P. Angner
                                 --------------------------------------------
                                 Dennis P. Angner, Treasurer
                                 (Principal Financial and Accounting Officer)
                                 
                                 
                                 
                                 
                                      20
                                 
                                 

<PAGE>   21

                                EXHIBIT INDEX


  EXHIBIT 
    NO.                        DESCRIPTION
  -------                      -----------

    27                    FINANCIAL DATA SCHEDULE          














<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                          10,423
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 8,400
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     48,052
<INVESTMENTS-CARRYING>                           7,446
<INVESTMENTS-MARKET>                             7,507
<LOANS>                                        217,929
<ALLOWANCE>                                      2,965
<TOTAL-ASSETS>                                 300,474
<DEPOSITS>                                     266,884
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                              3,089
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                         4,742
<OTHER-SE>                                      25,759
<TOTAL-LIABILITIES-AND-EQUITY>                 300,474
<INTEREST-LOAN>                                 13,994
<INTEREST-INVEST>                                2,557
<INTEREST-OTHER>                                   304
<INTEREST-TOTAL>                                16,855
<INTEREST-DEPOSIT>                               7,740
<INTEREST-EXPENSE>                                   0
<INTEREST-INCOME-NET>                            9,115
<LOAN-LOSSES>                                      386
<SECURITIES-GAINS>                                (15)
<EXPENSE-OTHER>                                  6,526
<INCOME-PRETAX>                                  3,722
<INCOME-PRE-EXTRAORDINARY>                       2,648
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,648
<EPS-PRIMARY>                                     3.37
<EPS-DILUTED>                                     3.37
<YIELD-ACTUAL>                                    4.32
<LOANS-NON>                                        332
<LOANS-PAST>                                       649
<LOANS-TROUBLED>                                   105
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 2,621
<CHARGE-OFFS>                                      266
<RECOVERIES>                                       224
<ALLOWANCE-CLOSE>                                2,965
<ALLOWANCE-DOMESTIC>                             2,965
<ALLOWANCE-FOREIGN>                              2,965
<ALLOWANCE-UNALLOCATED>                          2,965
        

</TABLE>


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