-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eva8aJz1XaOZtu1y0R2uEcwQnjFhLlo49Qz5UOpLQ2QPYTNtJAFN8EoUQ+JVVH1I 15zTzthtQk4nuc2Bd96QQw== 0000946275-04-000732.txt : 20040804 0000946275-04-000732.hdr.sgml : 20040804 20040804161808 ACCESSION NUMBER: 0000946275-04-000732 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IBT BANCORP INC CENTRAL INDEX KEY: 0000801122 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251532164 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-31655 FILM NUMBER: 04951962 BUSINESS ADDRESS: STREET 1: 309 MAIN ST CITY: IRWIN STATE: PA ZIP: 15642 BUSINESS PHONE: 7248633100 MAIL ADDRESS: STREET 1: IBT BANCORP INC STREET 2: 309 MAIN ST CITY: IRWIN STATE: PA ZIP: 15642 10-Q 1 f10q_063004-0262.txt FORM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 ------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________. Commission File No. 1-31655 IBT Bancorp, Inc. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Pennsylvania 25-1532164 - ------------------------------------ ------------------------------------ (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 309 Main Street, Irwin, Pennsylvania 15642 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (724) 863-3100 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) NA - -------------------------------------------------------------------------------- (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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No Number of shares of Common Stock outstanding as of August 04, 2004: 2,955,455 IBT BANCORP, INC. Contents --------
Pages ----- PART I - FINANCIAL INFORMATION Item 1. Financial Statements.............................................................................1 Consolidated balance sheets at June 30, 2004 (unaudited) and December 31, 2003.............................................................. 1 Consolidated statements of income (unaudited) for the three and six months ended June 30, 2004 and 2003 ................................................................... 2 Consolidated statements of cash flows (unaudited) for the six months ended June 30, 2004 and 2003.................................................................... 3 Notes to consolidated financial statements...................................................... 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..................................................................... 6 Item 3. Quantitative and Qualitative Disclosures About Market Risk..................................... 12 Item 4. Controls and Procedures......................................................................... 12 PART II - OTHER INFORMATION Item 1. Legal Proceedings.............................................................................. 14 Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities................................................................................. 14 Item 3. Defaults upon Senior Securities................................................................ 14 Item 4. Submission of Matters to a Vote of Security-Holders............................................ 14 Item 5. Other Information.............................................................................. 14 Item 6. Exhibits and Reports on Form 8-K............................................................... 14 Signatures..................................................................................................... 15
CONSOLIDATED BALANCE SHEETS IBT BANCORP, INC. AND SUBSIDIARY
June 30, 2004 December 31, 2003 ------------- ----------------- (unaudited) (unaudited) ------------- ----------------- ASSETS Cash and due from banks $ 16,470,720 $ 15,391,714 Interest-bearing deposits in banks 1,509,233 436,981 Certificate of deposit 100,000 100,000 Securities available for sale 180,687,235 167,907,113 Federal Home Loan Bank stock, at cost 5,254,000 4,540,500 Loans, net 428,522,074 416,286,455 Premises and equipment, net 6,148,347 6,468,749 Other assets 20,388,574 18,398,092 ------------- ------------- Total Assets $ 659,080,183 $ 629,529,604 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits Non-interest bearing $ 81,484,458 $ 81,053,392 Interest-bearing 430,911,042 411,104,137 ------------- ------------- Total deposits 512,395,500 492,157,529 Federal funds purchased 7,907,000 7,900,000 Repurchase agreements 16,245,566 12,610,877 Accrued interest and other liabilities 3,867,252 3,947,390 FHLB advances 60,922,666 53,307,767 ------------- ------------- Total liabilities 601,337,984 569,923,563 Stockholders' Equity Capital stock, par value $1.25 per share, 50,000,000 shares authorized, 3,023,799 shares issued, 2,960,555 and 2,977,655 shares outstanding at June 30, 2004 and December 31, 2003, respectively 3,779,749 3,779,749 Surplus 1,382,130 1,684,258 Retained earnings 56,510,372 54,451,662 Accumulated other comprehensive income (1,813,869) 1,033,638 ------------- ------------- 59,858,382 60,949,307 Less: Treasury stock, at cost (2,116,183) (1,343,266) ------------- ------------- Total stockholders' equity 57,742,199 59,606,041 ------------- ------------- Total Liabilities and Stockholders' Equity $ 659,080,183 $ 629,529,604 ============= =============
The accompanying notes are an integral part of these consolidated financial statements. 1 CONSOLIDATED STATEMENTS OF INCOME IBT BANCORP, INC. AND SUBSIDIARY
Three Months Ended June 30, Six Months Ended June 30, --------------------------- ------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- (unaudited) (unaudited) (unaudited) (unaudited) ----------- ----------- ----------- ----------- Interest Income Loans, including fees $ 6,544,889 $ 6,463,026 $13,135,413 $12,900,471 Investment securities 1,826,977 1,865,533 3,546,561 3,911,652 Federal funds sold 152 10,299 609 20,291 ----------- ----------- ----------- ----------- Total interest income 8,372,018 8,338,858 16,682,583 16,832,414 Interest Expense Deposits 2,123,261 2,144,109 4,234,344 4,501,015 FHLB advances 705,534 636,817 1,398,554 1,210,786 Repurchase agreements 25,489 35,970 46,040 72,358 Federal funds purchased 23,604 9,186 51,294 15,714 ----------- ----------- ----------- ----------- Total interest expense 2,877,888 2,826,082 5,730,232 5,799,873 ----------- ----------- ----------- ----------- Net Interest Income 5,494,130 5,512,776 10,952,351 11,032,541 Provision for Loan Losses 125,000 150,000 250,000 300,000 ----------- ----------- ----------- ----------- Net Interest Income after Provision for Loan Losses 5,369,130 5,362,776 10,702,351 10,732,541 Other Income Service fees 608,912 646,818 1,159,714 1,217,054 Investment security gains 65,607 11,883 249,840 236,681 Debit card fees 180,798 175,136 309,601 329,181 Other income 481,623 852,291 965,841 1,343,752 ----------- ----------- ----------- ----------- Total other income 1,336,940 1,686,128 2,684,996 3,126,668 Other Expenses Salaries 1,550,648 1,633,284 2,880,273 2,848,714 Pension and other employee benefits 468,027 396,042 936,878 785,563 Occupancy expense 426,896 385,990 869,335 763,134 Data processing expense 222,845 212,495 443,033 406,905 Pennsylvania shares tax 123,791 113,412 249,220 219,216 Advertising expense 71,567 99,236 145,957 196,808 Other expenses 1,003,844 903,596 1,992,761 1,770,209 ----------- ----------- ----------- ----------- Total other expenses 3,867,618 3,744,055 7,517,457 6,990,549 ----------- ----------- ----------- ----------- Income Before Income Taxes 2,838,452 3,304,849 5,869,890 6,868,660 Provision for Income Taxes 750,216 849,268 1,429,059 1,783,675 ----------- ----------- ----------- ----------- Net Income $ 2,088,236 $ 2,455,581 $ 4,440,831 $ 5,084,985 =========== =========== =========== =========== Basic Earnings per Share $ 0.70 $ 0.82 $ 1.49 $ 1.71 =========== =========== =========== =========== Diluted Earnings per Share $ 0.69 $ 0.82 $ 1.47 $ 1.69 =========== =========== =========== =========== Dividends per Share $ 0.40 $ 0.35 $ 0.80 $ 0.70 =========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 2 CONSOLIDATED STATEMENTS OF CASH FLOWS IBT BANCORP, INC. AND SUBSIDIARY
Six Months Ended June 30, ---------------------------- 2004 2003 ------------ ------------ (unaudited) (unaudited) ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 4,440,831 $ 5,084,985 Adjustments to reconcile net cash from operating activities: Depreciation 504,858 397,925 Increase in cash surrender value of insurance (221,142) (261,397) Net amortization/accretion of premiums and discounts 519,229 555,506 Investment security gains (249,840) (236,681) Provision for loan losses 250,000 300,000 Increase (decrease) in cash due to changes in assets and liabilities: Other assets 304,602 (635,769) Accrued interest and other liabilities 418,145 (960,254) ------------ ------------ Net Cash From Operating Activities 5,966,683 4,244,315 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of certificates of deposit (100,000) (100,000) Proceeds from maturity of certificates of deposit 100,000 100,000 Proceeds from sales of securities available for sale 23,266,581 14,480,708 Proceeds from maturities of securities available for sale 14,818,358 31,736,099 Purchase of securities available for sale (55,448,853) (27,805,800) Net loans made to customers (13,590,945) (24,003,451) Purchases of premises and equipment (184,456) (628,859) Proceeds from sales of Federal Home Loan Bank stock 2,407,400 - Purchase of Federal Home Loan Bank stock (3,120,900) (1,447,100) ------------ ------------ Net Cash Used By Investing Activities (31,852,815) (7,668,403) CASH FLOWS FROM FINANCING ACTIVITIES Net increase in deposits 20,237,971 9,464,905 Net increase (decrease) in securities sold under repurchase agreements 3,634,689 (690,079) Dividends paid (2,382,124) (2,084,357) Proceeds from FHLB advances 8,000,000 14,000,000 Repayment of FHLB advances (385,101) (312,460) Federal funds purchased 7,000 - Exercised stock options (302,128) (277,464) Purchase of treasury stock (772,917) - ------------ ------------ Net Cash From Financing Activities 28,037,390 20,100,545 ------------ ------------ Net Change in Cash and Cash Equivalents 2,151,258 16,676,457 Cash and Cash Equivalents at Beginning of Period 15,828,695 15,066,278 ------------ ------------ Cash and Cash Equivalents at End of Period $ 17,979,953 $ 31,742,735 ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 3 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IBT BANCORP, INC. AND SUBSIDIARY Period Ended June 30, 2004 NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair presentation have been included. Operating results for the three months and six months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ended December 31, 2004 or any future interim period. The interim financial statements should be read in conjunction with the financial statements and footnotes thereto included in IBT Bancorp, Inc. and subsidiary Annual Report on Form 10-K for the year ended December 31, 2003. NOTE B - EARNINGS PER SHARE Earnings per share are calculated on the basis of the weighted average number of shares outstanding. The weighted average shares outstanding were 2,977,115 and 2,977,385 for the three and six months ended June 30, 2004 and 2,977,655 for both the three and six months ended June 30, 2003. NOTE C - COMPREHENSIVE INCOME Total comprehensive income for the three months ended June 30, 2004 and 2003 were ($1,585,523) and $2,934,874, respectively and for the six months ended June 30, 2004 and 2003 were $1,593,324 and $5,213,518 respectively. NOTE D - INVESTMENT SECURITIES Investment securities available for sale consist of the following:
June 30, 2004 -------------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Market Cost Gains Losses Value ------------- ------------- ------------- ------------- Obligations of U.S. Government Agencies $ 82,673,432 $ 301,258 $ (1,321,101) $ 81,653,589 Obligations of State and political sub-divisions 37,368,609 1,072,996 (146,062) 38,295,543 Mortgage-backed securities 52,439,296 401,852 (1,200,230) 51,640,918 Other securities 711,947 14,726 -- 726,673 Equity securities 10,242,238 100,576 (1,972,302) 8,370,512 ------------- ------------- ------------- ------------- $ 183,435,522 $ 1,891,408 $ (4,639,695) $ 180,687,235 ============= ============= ============= =============
4 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IBT BANCORP, INC. AND SUBSIDIARY Period Ended June 30, 2004 NOTE E - STOCK OPTION PLAN As of June 30, 2004, 150,000 stock options have been granted, of which 81,253 are vested and are exercisable as follows: 37,050 are exercisable at $24.50 per share, 20,869 are exercisable at $23.00 per share, 19,334 are exercisable at $32.88 per share, and 4,000 are exercisable at $51.40 per share; 23,000 are not yet vested, 37,414 shares have been exercised and 8,334 have been forfeited. No stock options were granted during the six months ended June 30, 2004. NOTE F - COMMITTMENTS As of June 30, 2004, the Bancorp was committed to a $10,000,000 Federal Home Loan Bank advance to be funded on July 22, 2004. This advance is a five-year, non-amortizing term loan with a rate of 4.06%. After one year and on a quarterly basis thereafter, if the three-month LIBOR rate exceeds 8.0%, the loan rate can be increased. If such an increase is implemented, the Bancorp can repay the advance without penalty. This advance replaces a $10,000,000 advance maturing in July 2004. 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words "believes", "anticipate", "contemplates", "expects", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, risks associated with the effect of opening a new branch, the ability to control costs and expenses, and general economic conditions. GENERAL IBT Bancorp, Inc. is a bank holding company headquartered in Irwin, Pennsylvania, which provides a full range of commercial and retail banking services through its wholly owned banking subsidiary, Irwin Bank & Trust Co. (collectively, the "Company"). FINANCIAL CONDITION At June 30, 2004 total assets had increased $29.6 million, or 4.7%, to $659.1 million from $629.5 million at December 31, 2003. Asset growth was primarily due to increases of $12.8 million in securities available for sale and $12.2 million in net loans. At June 30, 2004, securities available for sale reached $180.7 million from $167.9 million at December 31, 2003. The increase in available for sale securities was primarily attributable to increases of $13.9 million in mortgage backed securities offset by a decrease of $1.3 million in obligations of U.S. government agencies. The monthly principal reductions associated with mortgage backed securities provide the Company with a constant source of cash flow that can be reinvested in instruments yielding current interest rates and to meet future loan demand. Net loans reached $428.5 million at June 30, 2004 from $416.3 million at December 31, 2003. The increase in net loans is primarily attributed to a net increase of $7.7 million in consumer term loans and a $5.3 million increase in commercial loans offset by a $1.9 million non-performing commercial real estate loan which was transferred to other real estate owned. A hotel secures this property. The Company has engaged a hotel management company to operate the hotel until a buyer can be located. See discussion related to "Provision for loan losses." Increases in the loan portfolio were fueled by additional borrowings at competitive rates. At June 30, 2004, total liabilities increased $31.4 million, or 5.5%, to $601.3 million from $569.9 million at December 31, 2003. This increase was primarily the result of fixed-rate long-term and amortizing advances from the Federal Home Loan Bank, which had a net increase of $7.6 million reaching $60.9 million at June 30, 2004 from $53.3 million at December 31, 2003. These low-rate advances were used to fund the growth in available for sale securities and the loan portfolio. The Company is committed to a $10.0 million 4.06% advance from the Federal 6 Home Loan Bank, which will be funded in July 2004. This advance will replace an existing $10.0 million 5.86% advance scheduled to mature in July 2004. See Note F to the consolidated financial statements. The Company borrowed funds, on an overnight basis, from the Federal Home Loan Bank totaling $7.9 million at June 30, 2004. This is consistent with the funds borrowed at December 31,2003. These short term funds are borrowed on an as needed basis to meet the immediate liquidity needs of the Company. Repurchase agreements increased to $16.2 million at June 30, 2004, an increase of $3.6 million from December 31, 2003. The Company offers its corporate customers sweep accounts where unused deposit balances are swept into an overnight repurchase agreement yielding market rates. Total deposits increased $20.2 million or 4.1% to $512.4 million at June 30, 2004 from $492.2 million at December 31, 2003. This increase was primarily in interest-bearing deposits, which increased to $430.9 million at June 30, 2004, from $411.1 million at December 31, 2003. The increase of $19.8 million was primarily due to increases of $7.0 million in interest-bearing checking accounts, $6.1 million in certificate of deposit accounts, $3.6 million in money market accounts, and $3.0 million in savings accounts. Non-interest bearing deposit accounts increased to $81.5 million at June 30, 2004, from $81.1 million at December 31, 2003. The increase of $400,000 is attributed to expected balance fluctuations within individual deposit accounts which occur on a daily basis. At June 30, 2004, total stockholders' equity decreased $1.9 million to $57.7 million from $59.6 million at December 31, 2003. The decrease was due to the change in accumulated other comprehensive income of $2.8 million, dividends paid of $2.4 million, treasury stock purchased of $773,000, and employee stock options exercised of $300,000 offset by net income of $4.4 million. Accumulated other comprehensive income decreased as a result of changes in the net unrealized gain on securities available for sale. Because of interest rate volatility, the Company's accumulated other comprehensive income could materially fluctuate for each interim period and year-end. See Note D to the consolidated financial statements. RESULTS OF OPERATIONS Net income. Net income for the three months ended June 30, 2004 decreased $367,000, or 15.0%, to $2.1 million, or $.69 per diluted earnings per share from $2.5 million, or $.82 per diluted earnings per share, for the comparable three month period in 2003. Net income for the six months ended June 30, 2004 decreased $644,000 to $4.4 million or $1.47 diluted earnings per share from $5.1 million or $1.69 diluted earnings per share for the comparable six month period in 2003. The decrease for the three and six months ended June 30, 2004 was the result of increases in other expenses and a decrease in net interest income and other income. Interest income. Interest income for the three months ended June 30, 2004 increased $33,000 to $8.4 million from $8.3 million for the comparable three month period in 2003. While 7 the average balances of interest earning assets increased $47.4 million for the three months ended June 30, 2004, to $620.4 million from $573.0 million for the comparable period in 2003, the yield on these assets decreased 43 basis points to 5.39%, for the three months ended June 30, 2004 from 5.82% for the comparable period in 2003. Interest income for the six months ended June 30, 2004 decreased $149,000 to $16.7 million from $16.8 million for the comparable six month period in 2003. The average balance of interest earning assets increased $42.1 million to $610.4 million from $568.3 million for the comparable period in 2003, but was offset by the decrease in the yield of 45 basis points to 5.47% from 5.92% for the comparable period in 2003. The on-going low interest rate environment continues to put negative pressure on interest earning assets in both the three and six month periods ended June 30, 2004. See "Average Balance Sheet and Rate/Volume Analysis" Interest expense. Interest expense for the three months ended June 30, 2004 increased $52,000 to $2.9 million from $2.8 million for the comparable period in 2003. The increase in interest expense was primarily attributed to a $44.9 million increase in the average balance of interest bearing liabilities offset by a 18 basis point decrease in the average cost of funds to 2.26% for the three months ended June 30, 2004 from 2.44% for the comparable period in 2003. Interest expense for the six months ended June 30, 2004 decreased $70,000 to $5.7 million from $5.8 million for the comparable period in 2003. The decrease in interest expense was primarily attributed to a 22 basis point decrease in the average cost of funds to 2.29% for the six months ended June 30, 2004 from 2.51% for the comparable period in 2003. The reduction of average cost of funds for the three and six month periods ended June 30, 2004 is reflective of the continued historically low interest rates paid on deposits and borrowings over the past year. See "Average Balance Sheet and Rate/Volume Analysis" 8 Average Balance Sheet The following table sets forth certain information relating to the Company for the periods indicated. The average yields and costs are derived by dividing income or expense on an annualized basis by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are derived from average daily balances.
Three Months Ended June 30, Three Months Ended June 30, --------------------------- --------------------------- 2004 2003 --------------------------- --------------------------- Average Average Average Average Balance Interest Yield/Cost Balance Interest Yield/Cost ------- -------- ---------- ------- -------- ---------- (Dollars In Thousands) (Dollars In Thousands) Interest-earning assets: Loans receivable (1) $ 429,003 $ 6,545 6.10% $ 387,790 $ 6,463 6.67% Investment securities available for sale (2) 191,366 11,827 3.82% 181,937 1,866 4.10% Other interest-earning assets (3) 63 0 0.96% 3,276 10 1.26% --------- -------------------- --------- ------------------- Total interest earning assets $ 620,432 $ 8,372 5.39% $ 573,003 $ 8,339 5.82% ==================== =================== Non-interest earning assets 34,207 30,972 --------- --------- Total assets $ 654,639 $ 603,975 ========= ========= Interest-bearing liabilities: Money market accounts $ 58,003 $ 121 0.83% $ 62,578 $ 168 1.07% Certificates of Deposit 242,657 1,855 3.06% 212,461 1,776 3.34% Other liabilities 207,697 902 1.74% 188,485 882 1.87% --------- -------------------- --------- ------------------- Total interest-bearing liabilities $ 508,357 $ 2,878 2.26% $ 463,524 $ 2,826 2.44% ==================== =================== Non-interest-bearing liabilities 84,628 82,509 --------- --------- Total liabilities $ 592,986 $ 546,033 Stockholders' equity (4) 61,654 57,942 --------- --------- Total liabilities and stockholders' equity $ 654,639 $ 603,975 ========= ========= Net interest income $ 5,494 $ 5,513 ======== ======== Interest rate spread (5) 3.13% 3.38% ====== ====== Net yield on interest-earning assets (6) 3.54% 3.85% ====== ====== Ratio of average interest-earning assets to average interest-bearing liabilities 122.05% 123.62% ====== ======
(1) Average balances include non-accrual loans, and are net of deferred loan fees. (2) Includes interest-bearing deposits in other financial institutions. (3) Consists of federal funds sold. (4) Includes capital stock, surplus and accumulated other comprehensive income, less treasury stock. (5) Interest-rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. (6) Net yield on interest-earning assets represents annualized net interest income as a percentage of average interest earning assets. 9 Average Balance Sheet The following table sets forth certain information relating to the Company for the periods indicated. The average yields and costs are derived by dividing income or expense on an annualized basis by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are derived from average daily balances.
Six Months Ended June 30, Six Months Ended June 30, --------------------------- --------------------------- 2004 2003 --------------------------- --------------------------- Average Average Average Average Balance Interest Yield/Cost Balance Interest Yield/Cost ------- -------- ---------- ------- -------- ---------- (Dollars In Thousands) (Dollars In Thousands) Interest-earning assets: Loans receivable (1) $ 425,543 $ 13,135 6.17% $ 378,947 $ 12,900 6.81% Investment securities available for sale (2) 184,794 3,546 3.84% 185,928 3,912 4.21% Other interest-earning assets (3) 47 1 2.58% 3,396 20 1.20% --------- -------------------- --------- ------------------- Total interest earning assets $ 610,384 $ 16,682 5.47% $ 568,271 $ 16,832 5.92% ==================== =================== Non-interest earning assets 35,124 30,428 --------- --------- Total assets $ 645,508 $ 598,699 ========= ========= Interest-bearing liabilities: Money market accounts $ 57,250 $ 239 0.83% $ 61,534 $ 383 1.25% Certificates of Deposit 240,896 3,712 3.08% 218,219 3,669 3.36% Other liabilities 202,558 1,779 1.76% 181,674 1,747 1.92% --------- -------------------- --------- ------------------- Total interest-bearing liabilities $ 500,704 $ 5,730 2.29% $ 461,427 $ 5,799 2.51% ==================== =================== Non-interest-bearing liabilities 82,913 80,076 --------- --------- Total liabilities $ 583,617 $ 541,503 Stockholders' equity (4) 61,891 57,196 --------- --------- Total liabilities and stockholders' equity $ 645,508 $ 598,699 ========= ========= Net interest income $ 10,952 $ 11,033 ======== ======== Interest rate spread (5) 3.18% 3.41% ====== ====== Net yield on interest-earning assets (6) 3.59% 3.88% ====== ====== Ratio of average interest-earning assets to average interest-bearing liabilities 121.91% 123.15% ====== ======
(1) Average balances include non-accrual loans, and are net of deferred loan fees. (2) Includes interest-bearing deposits in other financial institutions. (3) Consists of federal funds sold. (4) Includes capital stock, surplus and accumulated other comprehensive income, less treasury stock. (5) Interest-rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. (6) Net yield on interest-earning assets represents annualized net interest income as a percentage of average interest earning assets. 10 Rate / Volume Analysis The following table shows the effect of changes in volumes and rates on interest income and interest expense. The changes in interest income and interest expense attributable to changes in both volume and rate have been allocated to the changes due to rate. Tax exempt income was not recalculated on a tax equivalent basis due to the immateriality of the change to the table resulting from a recalculation.
Three Month Period ended June 30, 2004 Six Month Period ended June 30, 2004 -------------------------------------- ------------------------------------ 2004 vs. 2003 2004 vs. 2003 ------------- ------------- Increase (Decrease) Increase (Decrease) Due to Due to ------ ------ Volume Rate Net Volume Rate Net ------ ---- --- ------ ---- --- (Dollars In Thousands) (Dollars In Thousands) Interest income: Loans receivable $687 $(605) $ 82 $1,586 $(1,351) $ 235 Investment securities available for sale 97 (136) (39) (24) (342) (366) Other interest-earning assets (10) 0 (10) (19) 0 (19) ---- ----- --- ------ ------- ----- Total interest-earning assets $774 $(741) $ 33 $1,543 $(1,693) $(150) ==== ===== ==== ====== ======= ===== Interest expense: Money market accounts $(12) $ (35) $(47) $ (27) $ (117) $(144) Certificates of deposit 252 (173) 79 381 (338) 43 Other liabilities 90 (70) 20 201 (169) 32 ---- ----- ---- ------ ------- ----- Total interest-bearing liabilities $330 $(278) $ 52 $ 555 $ (624) $ (69) ==== ===== ==== ====== == ==== ===== Net change in net interest income $444 $(463) $(19) $ 988 $(1,069) $ (81) ==== ===== ==== ====== ======= =====
Provision for loan losses. For the three months ended June 30, 2004 the provision for loan losses was $125,000 compared to $150,000 for the comparable 2003 period. For the six months ended June 30, 2004 the provision for loan losses was $250,000 compared to $300,000 for the comparable 2003 period. A non-performing commercial real estate loan was added to other real estate owned. The reclassification necessitated a charge of $700,000 to the allowance for loan and lease losses. 11 The provision for loan losses is charged to operations to bring the total allowance for loan losses to a level that represents management's best estimate of the losses inherent in the portfolio, based on a monthly review by management of the following factors: o Historical experience o Volume o Type of lending conducted by the Bank o Industry standards o The level and status of past due and non-performing loans o The general economic conditions in the Bank's lending area; and o Other factors affecting the collectability of the loans in the portfolio Large groups of homogeneous loans, such as residential real estate, small commercial real estate loans and home equity and consumer loans are evaluated in the aggregate using historical loss factors and other data. The amount of loss reserve is calculated using historical loss rates, net of recoveries on a five year rolling weighted average, adjusted for environmental, and other qualitative factors such as industry, geographical, economic and political factors that can effect loss rates or loss measurements. Large balance and/or more complex loans such as multi-family and commercial real estate loans may be evaluated on an individual basis and are also evaluated in the aggregate to determine adequate reserves. As specific loans are determined to be impaired, specific reserves are assigned based upon collateral value, market value, if determinable, or the present value of the estimated future cash flows of the loan. The allowance is increased by a provision for loan loss which is charged to expense, and reduced by charge-offs, net of recoveries. Loans are placed on non-accrual status when they are 90 days past due, unless they are adequately collateralized and in the process of collection. The allowance for loan losses is maintained at a level that represents management's best estimate of losses in the portfolio at the balance sheet date. However, there can be no assurance that the allowance for losses will be adequate to cover losses which may be realized in the future and that additional provisions for losses will not be required. Other income. Total other income for the three months ended June 30, 2004 decreased $349,000 to $1.3 million from $1.7 million for the comparable three month period in 2003. Total other income for the six months ended June 30, 2004 decreased $442,000 to $2.7 million from $3.1million for the comparable period in 2003. The decrease in other income for the three and six months ended June 30, 2004 was primarily due to a $346,000 gain recognized in 2003 from the sale of property held in other real estate. Also contributing to the decline in other income was a decline in service fees, which decreased $38,000 and $57,000, respectively, from the comparable 2003 periods. This reduction was primarily in loan related fees. 12 Other expense. Total other expenses for the three month period ended June 30, 2004 increased $124,000 to $3.9 million from $3.7 million for the comparable three month period in 2003. For the six months ended June 30, 2004, total other expenses increased $527,000 to $7.5 million from $7.0 million for the comparable 2003 period. Salary expense for the three month period decreased $83,000 but increased $32,000 for the six month period ended June 30, 2004 compared to the same periods in 2003.These changes were the result of less commissions paid to commission based lenders, whose loan production has been impacted by the current rate environment. Increases in pension and employee benefit costs for the three and six month periods in 2004 of $72,000 and $151,000, respectively compared to the same periods in 2003, arose primarily from increases in health care costs. Occupancy expense increased for the three and six month periods in 2004 by $41,000 and $106,000, respectively compared to the same periods in 2003 primarily due to the Company's investment in the Greensburg branch and depreciation costs related to investments in technology. The increases in other expenses of $100,000 and $223,000 for the three and six month periods in 2004, respectively is primarily contributed to increased hardware and software maintenance costs, which rose $54,000 and $92,000, respectively from the comparable periods in 2003. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There were no significant changes for the three months ended June 30, 2004 from the information presented in the 10K statement, under the caption Market Risk, for the year ended December 31, 2003. Item 4. CONTROLS AND PROCEDURES The Company's management evaluated, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company's disclosure controls and procedures, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There were no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings The Registrant is not party to any material legal proceedings at the present time. From time to time, the Bank is a party to routine legal proceedings within the normal course of business wherein it enforces its security interest in loans made by it, and other matters of a like kind. Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities ISSUER PURCHASES OF EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------------ (c) Total Number (d) Maximum Number Of Shares (or Units) (or Approximate Dollar (b) Purchased as Part Value) of Shares (or (a) Total Number Average Price Of Publicly Units) that May Yet Be Of Shares (or Paid per Share Announced Plans Purchased Under the Period Units) Purchased (or Unit) or Programs Plans or Programs - ------------------------------------------------------------------------------------------------------------ April 1 through 30 - ------------------------------------------------------------------------------------------------------------ May 1 through 31 - ------------------------------------------------------------------------------------------------------------ June 1 through 30 17,100 $45.20 17,100 87,856 - ------------------------------------------------------------------------------------------------------------ Total - ------------------------------------------------------------------------------------------------------------
Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Submission of Matters to a Vote of Security Holders Not applicable. Item 5. Other Information Not applicable 14 Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits -------- 3(i) Articles of Incorporation of IBT Bancorp, Inc.* 3(ii) Amended Bylaws of IBT Bancorp, Inc.** 4 Rights Agreement, dated as of November 18, 2003, by and between IBT Bancorp, Inc. and Registrar and Transfer Company, as Rights Agent.*** 10 Change In Control Severance Agreement with Charles G. Urtin**** 10.1 Deferred Compensation Plan For Bank Directors**** 10.2 Retirement Agreement Between Irwin Bank & Trust Co. And J. Curt Gardner**** 10.3 Death Benefit Only Deferred Compensation Plan For Bank Directors effective as of January 1, 1990**** 10.4 Retirement and Death Benefit Deferred Compensation Plan For Bank Directors effective as of January 1, 1990**** 10.5 2000 Stock Option Plan***** 31.1 Rule 13a-14(a) Certification of Chief Executive Officer 31.2 Rule 13a-14(a) Certification of Chief Financial Officer 32 Section 1350 Certification
------------------------- * Incorporated by reference to the identically numbered exhibits of the Registrant's Form 10 (File No. 0-25903) filed April 29, 1999. ** Incorporated by reference to the identically numbered exhibit of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2002. *** Incorporated by reference to Exhibit 4 to Amendment No. 1 to Form 8-A (File No. 1-31655) filed November 20, 2003. **** Incorporated by reference to the identically numbered exhibits of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *****Incorporated by reference to Exhibit 4.1 the Registrant's Registration Statement on Form S-8 (File No. 333-40398) filed June 29, 2000. (b) Reports on Form 8-K ------------------- (i) On April 27, 2004, the registrant filed a Current Report on Form 8-K to report its announcement of earnings for the quarter ended March 31, 2004 under Item 12. (ii) On June 17, 2004, the Registrant filed a Current Report on Form 8-K to report the retirement of Edwin A. Paulone from the Board of Directors effective as of September 22, 2004 under Item 5. (iii)No financial statements were filed as part of these reports. 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IBT BANCORP, INC. Date: August 4, 2004 By: /s/Charles G. Urtin --------------------------------------- President, Chief Executive Officer (Duly authorized officer) Date: August 4, 2004 By: /s/Raymond G. Suchta --------------------------------------- Raymond G. Suchta Vice President, Chief Financial Officer (Principal Financial Officer) EX-31 2 ex31-1.txt CERTIFICATION - SECTION 302 CERTIFICATION I, Charles G. Urtin, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of IBT Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 4, 2004 /s/Charles G. Urtin ----------------------- Charles G. Urtin Chief Executive Officer EX-31 3 ex31-2.txt CERTIFICATION - SECTION 302 CERTIFICATION I, Raymond A. Suchta, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of IBT Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 4, 2004 /s/Raymond A. Suchta -------------------------------- Raymond A. Suchta Chief Financial Officer EX-32 4 ex-32.txt CERTIFICATION - SECTION 906 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of IBT Bancorp, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof, we, Charles G. Urtin, Chief Executive Officer, and Raymond A. Suchta, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/Charles G. Urtin /s/Raymond A. Suchta - -------------------------------- ---------------------------------- Charles G. Urtin Raymond A. Suchta Chief Executive Officer Chief Financial Officer August 4, 2004 -----END PRIVACY-ENHANCED MESSAGE-----