IBT BANCORP INC /MI/
10-Q, 2000-05-08
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 March 31, 2000

                                       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                          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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
                  Common Stock No par value, 2,985,084 as of April 30, 2000
                  ---------------------------------------------------------


<PAGE>   2

                                IBT BANCORP, INC.
                               Index to Form 10-Q

<TABLE>
<CAPTION>
Part I   Financial Information                                                     Page Numbers

<S>                           <C>                                                  <C>
             Item 1           Consolidated Financial Statements                       3-8

             Item 2           Management's Discussion and
                              Analysis of Financial Condition
                              and Results of Operations                              9-15

             Item 3           Quantitative and Qualitative                          16-17
                              Disclosures About Market Risk

Part II  Other Information

             Item 6           Exhibits and Reports on Form 8-K                         18

                              Signatures                                               19

                              Exhibit Index                                            20

</TABLE>



                                        2

<PAGE>   3




                         ITEM I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
- -----------------------------
IBT BANCORP, INC.
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
(in thousands)                                                                    March 31       December 31
                                                                                    2000             1999
                                                                                    ----             ----
                                                                                         (Unaudited)
ASSETS
<S>                                                                             <C>                <C>
  Cash and demand deposits due from banks                                       $  15,519          $   17,610
  Federal funds sold                                                                  ---                 ---
                                                                                ---------          ----------
                               TOTAL CASH AND CASH EQUIVALENTS                     15,519              17,610

  Investment securities
     Securities available for sale (Amortized cost of
       $82,199 in 2000 and $84,363 in 1999)                                        80,737              82,828
     Securities held to maturity (Fair value --
       $6,737 in 2000 and $6,813 in 1999)                                           6,772               6,822
                                                                                ---------          ----------
                                   TOTAL INVESTMENT SECURITIES                     87,509              89,650

  Loans
     Commercial and agricultural                                                   48,111              48,156
     Real estate mortgage                                                         190,560             188,016
     Installment                                                                   41,389              40,550
                                                                                ---------          ----------
                                                   TOTAL LOANS                    280,060             276,722
  Less allowance for loan losses                                                    3,336               3,210
                                                                                ---------          ----------
                                                     NET LOANS                    276,724             273,512
  Other assets                                                                     21,358              21,246
                                                                                ---------          ----------
                                                  TOTAL ASSETS                  $ 401,110          $  402,018
                                                                                =========          ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
  Deposits
     Noninterest bearing                                                        $  43,289          $   49,203
     NOW accounts                                                                  56,368              54,628
     Certificates of deposit and other savings                                    229,703             226,794
     Certificates of deposit over $100,000                                         27,667              25,010
                                                                                ---------          ----------
                                                TOTAL DEPOSITS                    357,027             355,635
  Federal funds purchased                                                           2,000               5,000
  Accrued interest and other liabilities                                            4,479               4,705
                                                                                ---------          ----------
                                             TOTAL LIABILITIES                    363,506             365,340

  Shareholders' Equity
     Common stock -- No par value
       4,000,000 shares authorized; outstanding--
       2,985,083 in 2000 (2,976,436 in 1999)                                       25,894              25,739
     Retained earnings                                                             12,675              11,952
     Accumulated other comprehensive loss                                            (965)             (1,013)
                                                                                ---------          ----------
                             TOTAL SHAREHOLDERS' EQUITY                            37,604              36,678
                                                                                ---------          ----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      $ 401,110          $  402,108
                                                                                =========          ==========

See notes to consolidated financial statements.

</TABLE>

                                        3

<PAGE>   4



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

(dollars in thousands)
<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                        March 31
                                                                                   -------------------
                                                                                   2000           1999
                                                                                   ----           ----
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING
<S>                                                                             <C>            <C>
  Balance at beginning of period                                                2,976,307      2,909,191
  Issuance of common stock                                                          8,776          7,164
                                                                                ---------      ---------
                                           BALANCE END OF PERIOD                2,985,083      2,916,355
                                                                                =========      =========

COMMON STOCK
  Balance at beginning of period                                                $  25,739      $  24,184
  Issuance of common stock                                                            155            146
                                                                                ---------      ---------
                                            BALANCE END OF PERIOD                  25,894         24,330

RETAINED EARNINGS
  Balance at beginning of period                                                   11,952          9,369
  Net income                                                                          996            993
  Cash dividends ($0.09 per share in 2000 and $0.08 in 1999)                         (273)          (229)
                                                                                ---------      ---------
                                           BALANCE END OF PERIOD                   12,675         10,133

ACCUMULATED OTHER COMPREHENSIVE (LOSS)INCOME
  Balance at beginning of period                                                   (1,013)           970
  Other comprehensive income(loss)                                                     48           (419)
                                                                                ---------      ---------
                                           BALANCE END OF PERIOD                     (965)           551

                         TOTAL SHAREHOLDERS EQUITY END OF PERIOD                $  37,604     $   35,014
                                                                                =========      =========
</TABLE>

See notes to consolidated financial statements.


                                        4

<PAGE>   5



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

<TABLE>
<CAPTION>
(in thousands)                                                                       Three Months Ended
                                                                                         March 31
                                                                                         --------
                                                                                    2000         1999
                                                                                    ----         ----
INTEREST INCOME
<S>                                                                                <C>          <C>
  Loans, including fees                                                            $5,740       $5,212
  Investment securities
    Taxable                                                                           952        1,141
    Nontaxable                                                                        289          229
  Federal funds sold                                                                   40          148
                                                                                   ------       ------
                                  TOTAL INTEREST INCOME                             7,021        6,730
INTEREST EXPENSE
    Deposits                                                                        3,275        3,182
    Federal funds purchased                                                            19           --
                                                                                   ------       ------
                                 TOTAL INTEREST EXPENSE                             3,294        3,182
                                                                                   ------       ------
                                    NET INTEREST INCOME                             3,727        3,548
Provision for loan losses                                                              50           94
                                                                                   ------       ------
    NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                             3,677        3,454

NONINTEREST INCOME
  Trust fees                                                                          114          113
  Service charges on deposit accounts                                                  69           85
  Other service charges and fees                                                      357          289
  Title insurance revenue                                                             211          186
  Other                                                                               143          130
  Gain on sale of mortgage loans                                                       16          108
  Net realized gain on securities available for sale                                  ---            1
                                                                                   ------       ------
                               TOTAL NONINTEREST INCOME                               910          912

NONINTEREST EXPENSES
  Salaries, wages and employee benefits                                             1,749        1,613
  Occupancy                                                                           218          205
  Furniture and equipment                                                             342          301
  Other                                                                               938          888
                                                                                   ------       ------
                             TOTAL NONINTEREST EXPENSES                             3,247        3,007

                     INCOME BEFORE FEDERAL INCOME TAXES                             1,340        1,359
Federal income taxes                                                                  344          366
                                                                                   ------       ------
                                             NET INCOME                            $  996       $  993
                                                                                   ======       ======

Net income per share on common stock                                               $ 0.33       $ 0.34
                                                                                   ======       ======

Cash dividends per share                                                           $ 0.09       $ 0.08
                                                                                   ======       ======

See notes to consolidated financial statements.
</TABLE>


                                        5

<PAGE>   6




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

<TABLE>
<CAPTION>
(dollars in thousands)                                                              Three Months Ended
                                                                                         March 31
                                                                                         --------
                                                                                     2000         1999
                                                                                     ----         ----


<S>                                                                                <C>          <C>
NET INCOME                                                                         $  996       $  993
Other comprehensive income (loss) before income taxes
     Unrealized gains (losses) on securities available for sale
         Unrealized holding gains (losses) arising during period                       72         (634)
         Reclassification adjustment for realized gains
            included in net income                                                     --           (1)
                                                                                   ------       ------

  Total comprehensive income (loss) before income taxes                                72         (635)
         Income tax expense (benefit) related to comprehensive
            income (loss)                                                              24         (216)
                                                                                   ------       ------

OTHER COMPREHENSIVE INCOME (LOSS) NET OF INCOME TAXES                                  48         (419)
                                                                                   ------       ------
                                        TOTAL COMPREHENSIVE INCOME                 $1,044       $  574
                                                                                   ======       ======
</TABLE>

See notes to consolidated financial statements.

                                        6

<PAGE>   7




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

<TABLE>
<CAPTION>
(in thousands)                                                                                Three Months Ended
                                                                                                    March 31
                                                                                             2000                 1999
                                                                                             ----                 ----
OPERATING ACTIVITIES
<S>                                                                                       <C>                  <C>
  Interest and fees collected on loans and investments                                    $  7,108             $  6,512
  Other fees received                                                                          929                  833
  Interest paid                                                                             (3,251)              (3,183)
  Cash paid to suppliers and employees                                                      (3,874)              (2,914)
  Decrease in loans originated for sale                                                        175                1,385
  Federal income taxes paid                                                                   --                   (220)
                                                                                          --------             --------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                                    1,087                2,413

INVESTING ACTIVITIES
  Activity in available for sale securities
      Maturities, calls, and sales                                                           3,239                7,005
      Purchases                                                                             (1,080)             (11,888)
  Activity in held to maturity securities
      Maturities, calls, and sales                                                             --                   192
      Purchases                                                                                --                   --
  Net increase in loans                                                                     (3,437)              (2,031)
  Purchases of equipment and premises                                                         (174)                (211)
                                                                                          --------             --------
                      NET CASH USED IN INVESTING ACTIVITIES                                 (1,452)              (6,933)

FINANCING ACTIVITIES
  Net decrease in noninterest bearing deposits                                              (5,914)              (5,528)
  Net increase (decrease) in interest bearing deposits                                       7,306                 (577)
  Net decrease in federal funds borrowed                                                    (3,000)                --
  Cash dividends paid                                                                         (273)                (229)
  Proceeds from issuance of common stock                                                       155                  146
                                                                                          --------             --------
                      NET CASH USED IN FINANCING ACTIVITIES                                 (1,726)              (6,188)
                                                                                          --------             --------

             DECREASE IN CASH AND CASH EQUIVALENTS                                          (2,091)             (10,708)

               Cash and cash equivalents at beginning of period                             17,610               30,497
                                                                                          --------             --------
          CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $ 15,519             $ 19,789
                                                                                          ========             ========

See notes to consolidated financial statements.
</TABLE>

                                        7

<PAGE>   8



                                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 month period
ended March 31, 2000 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2000. 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, 1999.

NOTE 2  COMPUTATION OF EARNINGS PER SHARE

         The net income per share amounts are based on the weighted average
number of common shares outstanding. All share and per share amounts have been
adjusted for the 3.3 for 1 stock split declared on December 14, 1999 and paid
February 18, 2000. The weighted number of common shares outstanding were
2,980,169 as of March 31, 2000, and 2,909,933 as of March 31, 1999. The
Corporation has no common stock equivalents and, accordingly, presents only
basic earnings per share.

NOTE 3  ACQUISITION

         On April 7, 2000 IBT Bancorp ("IBT")and FSB Bancorp ("FSB") signed a
Definitive Agreement to combine companies. IBT is the holding company for
Isabella Bank and Trust and FSB is the holding company for Farmers State Bank.
The transaction will involve FSB merging with and into IBT and Farmers State
Bank becoming a wholly owned subsidiary of IBT. The merger will be accounted for
a "pooling of interest", and is subject to regulatory and FSB Shareholder
approval.

                                        8

<PAGE>   9



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 1999 annual report and with
the unaudited financial statements and notes, as set forth on pages 3 through 8
of this report.

                   THREE MONTHS ENDING MARCH 31, 2000 AND 1999

RESULTS OF OPERATIONS

         Net income equaled $996,000 for the three month period ended March 31,
2000, compared to $993,000 for the same period in 1999. Return on average
assets, which measures the ability of the Corporation to profitably and
efficiently employ its resources, equaled 0.99% for the first three months of
2000 and 1.02% for 1999. Return on average equity, which indicates how
effectively the Corporation is able to generate earnings on shareholder invested
capital, equaled 10.46% through March 31, 2000 versus 11.81% for the same period
in 1999.

SUMMARY OF SELECTED FINANCIAL DATA
- --------------------------------------------
(Dollars in thousands except per share data)
<TABLE>
<CAPTION>
                                                                               March 31
                                                                         -----------------
                                                                         2000         1999
                                                                         ----         ----
<S>                                                                  <C>           <C>
     INCOME STATEMENT DATA

          Net interest income                                        $   3,727     $  3,548
          Provision for loan losses                                         50           94
          Net income                                                       996          993

     PER SHARE DATA
          Net income                                                 $    0.33     $   0.34
          Cash dividend                                                   0.09         0.08

     RATIOS
          Average primary capital to average assets                      10.22%        9.38%
          Net income to average assets                                    0.99         1.02
          Net income to average equity                                   10.46        11.81
</TABLE>

NET INTEREST INCOME

         Net interest income equals interest income less interest expense and is
the primary source of income for IBT Bancorp. Interest income includes loan fees
of $132,000 in 2000 versus $203,000 in 1999. 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.



                                        9

<PAGE>   10



IBT BANCORP, INC.
TABLE 1:  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>
                                                                     Three Months Ending
                                                      March 31, 2000                          March 31, 1999
                                                             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                                   $ 277,105      $   5,768           8.33%       $246,959    $ 5,203          8.43%
  Taxable investment securities              62,675            919           5.87          75,297      1,113          5.91
  Nontaxable investment securities           24,858            438           7.05          19,439        347          7.14
  Federal funds sold                          2,822             40           5.67          16,298        190          4.66
  Other investments                           1,736             33           7.60           1,613         28          6.94
                                          ---------      ---------           ----        --------    -------          ----
               Total Earning Assets         369,196          7,198           7.80         359,606      6,881          7.65

NONEARNING ASSETS
  Allowance for loan losses                  (3,281)                                       (3,051)
  Cash and due from banks                    14,610                                        13,219
  Premises and equipment                      8,967                                         7,854
  Accrued income and other assets            12,004                                         9,811
                                          ---------                                      --------
                      Total Assets        $ 401,496                                      $387,439
                                          =========                                      ========

INTEREST BEARING LIABILITIES
  Interest bearing demand deposits        $  56,334            358           2.54        $ 55,714        337          2.42
  Savings deposits                          105,051            845           3.22         101,010        764          3.03
  Time deposits                             152,140          2,072           5.45         151,690      2,081          5.49
  Federal funds purchased                     1,274             19           5.97              --         --           --
                                          ---------          -----           ----        --------      -----          ----
 Total Interest Bearing Liabilities         314,799          3,294           4.19         308,414      3,182          4.13

NONINTEREST BEARING LIABILITIES
  AND SHAREHOLDERS' EQUITY
  Demand deposits                            43,246                                        41,215
  Other                                       5,353                                         4,195
  Shareholders' equity                       38,098                                        33,615
                                          ---------                                      --------
      Total Liabilities and Equity        $ 401,496                                      $387,439
                                          =========                                      ========

Net interest income (FTE)                                $   3,904                                   $ 3,699
                                                         =========                                   =======

Net yield on interest earning assets (FTE)                                   4.23%                                    4.11%
                                                                             =====                                    =====
</TABLE>


                                       10

<PAGE>   11
IBT BANCORP, INC.

TABLE 2:  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 March 31, 2000
                                                                  Compared to
                                                                March 31, 1999
                                                         Increase (Decrease) Due to
                                                         --------------------------
                                                         Volume       Rate      Net
                                                         ------       ----      ---

<S>                                                     <C>          <C>      <C>
CHANGES IN INTEREST INCOME
    Loans                                                $628         $(63)    $565
    Taxable investment securities                        (185)          (9)    (194)
    Nontaxable investment securities                       96           (5)      91
    Federal funds sold                                   (184)          34     (150)
    Other investments                                       2            3        5
                                                        -----        -----    -----
         Total changes in interest income                 357          (40)     317
         Total changes in interest expense                 61           51      112
                                                        -----        -----    -----
         Net Change in Interest Margin (FTE)             $296         $(91)   $ 205
                                                        =====        =====    =====
</TABLE>


                                       11
<PAGE>   12
IBT BANCORP, INC.

TABLE 3:  SUMMARY OF LOAN LOSS EXPERIENCE
- -----------------------------------------
(Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                              Year to Date
                                                                                 March 31
                                                                       --------------------------
                                                                        2000                 1999
                                                                        ----                 ----
<S>                                                                <C>                    <C>
   Summary of changes in allowance
      Allowance for loan losses - January 1                           $3,210                 $2,977
         Loans charged off                                               (36)                  (100)
         Recoveries of charged off loans                                 112                     90
                                                                   ---------              ---------
         Net loans recovered (charged off)                                76                    (10)
         Provision charged to operations                                  50                     94
                                                                   ---------              ---------
      Allowance for loan losses - March 31                            $3,336                 $3,061
                                                                   =========              =========

   Allowance for loan losses as a % of loans                           1.19%                  1.24%
                                                                   =========              =========
</TABLE>
NONPERFORMING LOANS
- -------------------
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                 March 31
                                                                       --------------------------
                                                                       2000                  1999
                                                                       ----                  ----
<S>                                                                <C>                    <C>
   Total amount of loans outstanding for
      the period                                                    $280,060               $247,344
                                                                   =========              =========

   Nonaccrual loans                                                    $ 282                  $ 366
   Accruing loans past due 90 days or more                               782                    739
   Restructured loans                                                     --                     --
                                                                   ---------              ---------
                                    Total                             $1,064                 $1,105
                                                                   =========              =========

   Loans classified as nonperforming as a
      % of outstanding loans                                           0.38%                  0.45%
                                                                   =========              =========
</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.





                                       12

<PAGE>   13
NET INTEREST INCOME (CONTINUED)

      As shown in Tables number 1 and 2, when comparing the three month period
ending March 31, 2000 to the same period in 1999, fully taxable equivalent (FTE)
net interest income increased $205,000 or 5.5%. An increase of 2.7% in average
interest earning assets provided $357,000 of FTE interest income. The majority
of this growth was funded by a 2.1% increase in interest bearing liabilities
resulting in $61,000 of additional interest expense. Overall, changes in volume
resulted in $296,000 of additional FTE interest income. The average FTE interest
rate earned on assets increased by 0.15%, while the amount of interest earned as
a result of changes in rate decreased $40,000. The paradox of an increase in the
total average rate earned while the total dollar amount earned declined was
created from a substantial change in earning asset mix. Loans, which have the
highest average rate of all earning assets, increased as a percent of total
earning assets from 68.7% in 1999 to 75.1% in 2000. The change in mix resulted
in the average rate of all earning assets increasing while the average rates of
loans, investment securities, and nontaxable investment securities declined. The
average rate paid on deposits increased 0.06%, increasing interest expense by
$51,000. The net change related to interest rate earned and paid was a $91,000
decrease in FTE net interest income.

      The Corporation's FTE net interest yield as a percentage of average
earning assets equaled 4.23% during 2000 versus 4.11% in 1999. The 0.12%
increase in the FTE interest margin was primarily a result of changes in the
Corporation's earning asset mix as previously discussed. Other factors affecting
the Corporation's net interest margin are the increasing reliance on higher cost
deposits such as Certificates of Deposit and Money Market accounts to fund asset
growth, and intense rate competition for new commercial and installment loans.
Management expects the Corporation's reliance on higher cost deposits to fund
asset growth to continue and for rates charged for loans in relation to deposit
costs to continue declining.


PROVISION FOR LOAN LOSSES

      The viability of any financial institution is ultimately determined by its
management of credit risk. Loans outstanding represent 69.8% 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 and impaired loans, overall economic conditions, and other
factors.

      Comparing the year to date period of March 31, 2000 to March 31, 1999,
average loans outstanding increased 12.2%. The provision for loan losses was
decreased $44,000 to $50,000 in the first quarter of 2000 when compared to 1999.
The decrease in the provision of loan losses resulted from a net recovery of
loans charged off in prior periods of $76,000 in 2000 versus net charge offs of
$10,000 in 1999. As set forth in Table 3, loans classified as nonperforming were
$1,064,000 as of March 31, 2000, a $41,000 decrease over the prior year. The
allowance for loan losses as a percentage of loans equaled 1.19% compared to
1.24% in 1999. In management's opinion, the allowance for loan losses is
adequate as of March 31, 2000.





                                       13
<PAGE>   14
NONINTEREST INCOME

      Noninterest income consists of trust fees, deposit service charges, fees
for other financial services, gains on the sale of mortgage loans, title
insurance revenue, and gains and losses on investment securities available for
sale. Income earned from these sources decreased $2,000 during the three month
period ending March 31, 2000, compared to the same period in 1999. Significant
individual account changes during this period include $25,000 increase in income
from the sale of title insurance and related services, a $92,000 decrease in
gains on the sale of residential real estate mortgage loans, a $53,000 increase
in mortgage servicing fees, an $11,000 decrease in ATM fees, and a $20,000
increase in net brokerage commissions.

      The Corporation has established a policy that all 30 year amortized fixed
rate mortgage loans will be sold. 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 $16,000 gain from the sale of $2.3
million in mortgages during the first quarter of 2000 versus a $108,000 gain on
the sale of $16.1 million in the same period in 1999.

NONINTEREST EXPENSE

      Noninterest expense increased $240,000 for the first three months of 2000
when compared to the same period in 1999. The largest component of noninterest
expense is salaries and employee benefits, which increased $136,000 or 8.4%.
Approximately one-half of the increase is due to additional staffing and normal
merit and promotional salary increases, and the remainder is related to the
acquisition of Mecosta County Abstract and Title in July 1999.

      Occupancy and furniture and equipment expenses increased $54,000 or 10.7%
in 2000. Approximately $14,000 is related to the Corporation's acquisition
during the past year. The remainder of the increase is related to telephone
expense, service contracts, and computer operator expense. All other operating
expenses increased $50,000, a 5.6% increase. Of the increase, $35,000 was
related to the cost of title insurance and the aforementioned acquisition. There
were no other significant changes in the operating expenses.

ANALYSIS OF CHANGES IN FINANCIAL CONDITION

      Since December 31, 1999, total assets decreased $908,000 to $401.1
million. During the first quarter of 2000, major changes in asset mix included a
$2.1 million decrease in cash and cash equivalents, a $2.1 million decrease in
investment securities, and a $3.3 million increase in gross loans. Deposits
during this period increased $1.4 million. Interest bearing deposits increased
$7.3 million and noninterest bearing deposits decreased $5.9 million. Federal
funds purchased declined $3.0 million.






                                       14
<PAGE>   15
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 March 31, 2000, cash and cash equivalents as a percentage of total
assets equaled 3.9%, versus 4.4% as of December 31, 1999. During the first three
months of 2000, cash provided by operating activities was $1.1 million,
investing activities used $1.5 million, and financing activity used $1.7
million. The accumulated effect of the Corporation's operating, investing, and
financing activities was a $2.1 million decrease in cash and cash equivalents
during the first three months of 2000.

      In addition to cash and cash equivalents, investment securities available
for sale are another source of liquidity. Securities available for sale equaled
$80.7 million as of March 31, 2000 and $82.8 million as of December 31, 1999.
The Corporation's liquidity is considered adequate by management of the
Corporation.

CAPITAL

      The capital of the Corporation consists solely of common stock, retained
earnings, and accumulated other comprehensive income (loss), and increased
approximately $926,000 since December 31, 1999.

      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
shareholder's equity plus the allowance for loan losses less unamortized
acquisition intangibles, was 9.3% at March 31, 2000.

      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 March 31, 2000:

PERCENTAGE OF CAPITAL TO RISK ADJUSTED ASSETS

                                                   IBT Bancorp
<TABLE>
<CAPTION>
                                                                Actual
                                           Required            03/31/00
                                           --------            --------
<S>                                        <C>                 <C>
         Equity Capital                       4.00%              13.60%
         Secondary Capital*                   4.00                1.25
                                              ----               -----
         Total Capital                        8.00%              14.85%
                                              ====               =====
</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.

                                       15
<PAGE>   16
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Corporation's primary market risks are interest rate risk and, to a lesser
extent, liquidity risk. The Corporation has no foreign exchange risk, holds
limited loans outstanding to agricultural and oil and gas concerns, and holds no
trading account assets. Any changes in foreign exchange rates or commodity
prices would have an insignificant impact, if any, on the Corporation's interest
income and cash flows.

Interest rate risk ("IRR") is the exposure to the Corporation's net interest
income, its primary source of income, to changes in interest rates. IRR results
from the difference in the maturity or repricing frequency of a financial
institution's interest earning assets and its interest bearing liabilities.
Interest rate risk is the fundamental method in which financial institutions
earn income and create shareholder value. Excessive exposure to interest rate
risk could pose a significant risk to the Corporation's earnings and capital.

The Federal Reserve, the Corporation's primary Federal regulator, has adopted a
policy requiring the Board of Directors and senior management to effectively
manage the various risks that can have a material impact on the safety and
soundness of the Corporation. The risks include credit, interest rate,
liquidity, operational, and reputational. The Corporation has policies,
procedures and internal controls for measuring and managing these risks.
Specifically, the IRR policy and procedures include defining acceptable types
and terms of investments and funding sources, liquidity requirements, limits on
investments in long term assets, limiting the mismatch in repricing opportunity
of assets and liabilities, and the frequency of measuring and reporting to the
Board of Directors.

The Corporation uses several techniques to manage interest rate risk. The first
method is gap analysis. Gap analysis measures the cash flows and/or the earliest
repricing of the Corporation's interest bearing assets and liabilities. This
analysis is useful for measuring trends in the repricing characteristics of the
balance sheet. Significant assumptions are required in this process because of
the imbedded repricing options contained in assets and liabilities. A
substantial portion of the Corporation's assets are invested in loans and
mortgage backed securities. These assets have imbedded options that allow the
borrower to repay the balance prior to maturity without penalty. The amount of
prepayments is dependent upon many factors, including the interest rate of a
given loan in comparison to the current interest rates, for residential
mortgages the level of sales of used homes, and the overall availability of
credit in the market place. Generally, a decrease in interest rates will result
in an increase in the Corporation's cash flows from these assets. Investment
securities, other than those that are callable, do not have any significant
imbedded options. Saving and checking deposits may generally be withdrawn on
request without prior notice. The timing of cash flow from these deposits are
estimated based on historical experience. Time deposits have penalties which
discourage early withdrawals.

The second technique used in the management of interest rate risk is to combine
the projected cash flows and repricing characteristics generated by the gap
analysis and the interest rates associated with those cash flows and projected
future interest income. By changing the amount and timing of the cash flows and
the repricing interest rates of those cash flows, the Corporation can project
the effect of changing interest rates on its interest income.

The following table provides information about the Corporation's assets and
liabilities that are sensitive to changes in interest rates as of March 31,
2000. The Corporation has no interest rate swaps, futures contracts, or other
derivative financial options. The principal amounts of assets and time deposits
maturing were calculated based on the contractual maturity dates. Savings and
NOW accounts are based on management's estimate of their future cash flows.

                                       16
<PAGE>   17
Quantitative Disclosures of Market Risk
         (dollars in thousands)
<TABLE>
<CAPTION>
                                                                                    March 31                              Fair Value
                                                    2001       2002       2003       2004      2005    Thereafter   Total   3/31/00

<S>                                              <C>        <C>        <C>        <C>       <C>        <C>       <C>      <C>
Rate sensitive assets
  Other interest bearing assets                       --         --         --         --        --         --         --        --
    Average interest rates                            --         --         --         --        --         --         --        --
  Fixed interest rate securities                 $20,356    $17,809    $19,425    $11,721    $6,111    $12,087    $87,509   $87,474
    Average interest rates                          5.57%      5.79%      5.48%      5.76%     5.40%      5.21%      5.56%
  Fixed interest rate loans                      $73,863    $57,380    $51,800    $36,237   $34,259    $10,268   $263,807  $263,047
    Average interest rates                          8.17%      7.97%      7.98%      7.75%     7.76%      7.71%      7.96%
  Variable interest rate loans                   $14,244     $1,732       $226        $51        --         --    $16,253   $16,253
    Average interest rates                         10.43%     10.20%      8.89%     10.04%       --         --      10.39%

Rate sensitive liabilities
  Federal funds purchased                         $2,000         --         --         --        --         --     $2,000    $2,000
     Average interest rates                         6.25%        --         --         --        --         --       6.25%
  Savings and NOW accounts                       $93,073    $14,007    $10,982     $9,869    $8,554    $21,643   $158,128  $158,128
    Average interest rates                          3.68%      2.15%      2.15%      2.15%     2.15%      2.15%      3.05%
  Fixed interest rate time deposits              $85,292    $24,152    $22,241    $12,274   $10,393         --   $154,352  $154,352
    Average interest rates                          5.31%      6.04%      6.02%      5.71%     5.88%        --       5.59%
  Variable interest rate time deposits              $842       $412         $4         --        --         --     $1,258    $1,258
    Average interest rates                          6.01%      6.01%      6.01%        --        --         --       6.01%

<CAPTION>
Quantitative Disclosures of Market Risk
         (dollars in thousands)                                                     March 31                              Fair Value
                                                    2000       2001       2002       2003      2004    Thereafter   Total  03/31/99

<S>                                              <C>        <C>        <C>        <C>       <C>        <C>       <C>      <C>
Rate sensitive assets
  Other interest bearing assets                  $10,000         --         --         --        --         --    $10,000   $10,000
    Average interest rates                          5.45%        --         --         --        --         --       5.45%
  Fixed interest rate securities                 $17,894    $18,928    $25,419    $11,572   $14,186    $18,434   $106,443  $106,508
    Average interest rates                          5.59%      6.11%      5.87%      5.86%     5.89%      6.57%      5.84%
  Fixed interest rate loans                      $64,156    $47,050    $43,016    $25,268   $15,427     $6,415   $201,332  $203,014
    Average interest rates                          8.25%      8.31%      8.35%      8.13%     8.35%      7.84%      8.27%
  Variable interest rate loans                    12,166     $1,858       $851        $89       $14       $131    $15,109   $15,109
    Average interest rates                         10.24%     10.21%      9.38%      9.88%    11.00%     10.16%     10.27%

Rate sensitive liabilities
  Savings and NOW accounts                       $55,710    $16,254    $13,085    $11,115   $10,273    $27,405   $133,842  $133,842
    Average interest rates                          3.66%      2.62%      2.62%      2.61%     2.60%      2.52%      3.03%
  Fixed interest rate time deposits              $87,877    $24,385    $12,851    $13,838   $11,186       $125   $150,262  $149,750
    Average interest rates                          5.56%      6.05%      6.25%      6.61%     6.48%      6.70%      5.87%
  Variable interest rate time deposits              $640       $394         --         --        --         --     $1,034    $1,034
    Average interest rates                          5.29%      5.29%        --         --        --         --       5.29%
</TABLE>

                                       17
<PAGE>   18
                           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 March 31, 2000.




                                       18
<PAGE>   19

                                   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:   April 30, 2000        /s/ David W. Hole
     ------------------------ ---------------------------------------
                                    David W. Hole, President/CEO



                                   /s/ Dennis P. Angner
                                   ----------------------------------------
                                   Dennis P. Angner, Treasurer
                                   (Principal Financial Officer)





                                       19

<PAGE>   20
                                IBT BANCORP, INC.

                                  EXHIBIT INDEX


Exhibit
  No.                      Description                         Page Number
- -------                 -----------------                      -----------
  27                    Financial Data Schedule                    18




                                       20



<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                          15,519
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     80,737
<INVESTMENTS-CARRYING>                           6,772
<INVESTMENTS-MARKET>                             6,737
<LOANS>                                        280,060
<ALLOWANCE>                                      3,336
<TOTAL-ASSETS>                                 401,110
<DEPOSITS>                                     357,027
<SHORT-TERM>                                     2,000
<LIABILITIES-OTHER>                              4,479
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                        25,894
<OTHER-SE>                                      11,710
<TOTAL-LIABILITIES-AND-EQUITY>                  37,604
<INTEREST-LOAN>                                  5,740
<INTEREST-INVEST>                                1,241
<INTEREST-OTHER>                                    40
<INTEREST-TOTAL>                                 7,021
<INTEREST-DEPOSIT>                               3,275
<INTEREST-EXPENSE>                               3,294
<INTEREST-INCOME-NET>                            3,727
<LOAN-LOSSES>                                       50
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  3,247
<INCOME-PRETAX>                                  1,340
<INCOME-PRE-EXTRAORDINARY>                       1,340
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       996
<EPS-BASIC>                                       0.33
<EPS-DILUTED>                                     0.33
<YIELD-ACTUAL>                                    7.80
<LOANS-NON>                                        282
<LOANS-PAST>                                       782
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 3,210
<CHARGE-OFFS>                                       36
<RECOVERIES>                                       112
<ALLOWANCE-CLOSE>                                3,336
<ALLOWANCE-DOMESTIC>                             3,336
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                          3,336


</TABLE>


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